Common use of Dealer's Responsibilities Clause in Contracts

Dealer's Responsibilities. Dealer agrees to: A. Devote its best efforts to aggressively promote, display, advertise and sell Products at each Dealer Location and in the Territory and Dealer Region in accordance with the terms of this Agreement and all applicable federal, state and local laws. Dealer shall display and utilize at each Dealer Location signs, graphics and image elements with Sea Ray’s Identification as defined herein, subject to approval by Sea Ray, that will positively reflect the Sea Ray image and promote the retail sale of the Products. B. Achieve the performance standards set forth as follows and in the related Exhibit B (collectively, “Performance Standards”) for each Dealer Region. Sea Ray, in collaboration with Dealer, will establish fair and reasonable Performance Standards for each of the Dealer Regions under this Agreement which Performance Standards shall be established in a manner similar to those applied to domestic Sea Ray dealers. Performance Standards shall include minimum requirements relating to inventory stocking levels, provision of annual sales forecasts, submission of orders pursuant to the terms of Sea Ray’s then current buying program, unit retail sales based on Product registrations for Products in each Dealer Region, customer satisfaction (e.g., Net Promoter Scores) and Product marketing support. NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. Sea Ray, in collaboration with Dealer, will establish the Performance Standards taking into consideration factors such as population, sales potential, market share percentage of the Products sold in the Territory as compared to competitive products sold in the Territory, product availability, economic conditions in the Dealer Region(s) and Territory, competition from other marine dealerships in the area, past sales history, historical Product mix and stocking practices, existing Product Inventory, adequacy and ability of the Products to meet customer demand in the Territory, number of locations, and any special circumstances that may affect the sale of Products or the Dealer. The Performance Standards for the first Product Model Year of this Agreement are agreed to and identified in Exhibit B. Sea Ray, in collaboration with Dealer, will, in subsequent years, substitute the updated and amended Performance Standards for the current Exhibit B. The Performance Standards on Exhibit B will continue to apply until replaced with updated and amended Performance Standards. C. Maintain at each Dealer Location (unless a sales location only, and then service shall be provided at another Dealer Location) a service department that Dealer agrees to staff, train, and equip to promptly and professionally service Products; and to maintain at each Dealer Location parts and supplies to properly service Products on a timely basis. D. Perform any and all necessary Product rigging, installation, and inspection services prior to delivery to the purchaser as required by Sea Ray’s current written policy applicable to domestic Sea Ray dealers and perform post-sale service of all Products originally sold by Dealer and brought to Dealer for service. Dealer will be required to provide or arrange for warranty and service work for Product regardless of the selling dealer of the Product or condition of sale. Sea Ray will exercise reasonable efforts as to this Paragraph 3.1D. to address circumstances in which another dealer has made a sale to an original retail purchaser who permanently resides within Dealer’s Territory where such sale is contrary to the terms of the selling dealer’s Sales and Service Agreement. Dealer will provide appropriate instructions to purchasers on how to obtain warranty and service work from the Dealer. Dealer will secure all Product inventory against weathering and other damage, and maintain inventory in a like new and unused condition. E. Furnish each Product purchaser with Sea Ray’s limited warranty on new Products and with information and training as to the safe and proper operation and maintenance of the Product. F. Complete and submit Sea Ray’s Product registration card (or applicable electronic form) and In-Service Checklist promptly upon delivery of the Products to the purchaser and assist Sea Ray in performing Product defect and recall campaigns. In the event Dealer fails to return the card or submit the other documentation to Sea Ray as required, Dealer shall indemnify Sea Ray against any liability, loss, or damage which Sea Ray may sustain directly as a result of such failure. G. Maintain complete Product sales, warranty and service records, and report to Sea Ray upon request the name and address of each Product purchaser to the extent required by applicable law. Dealer further agrees to provide Sea Ray with access to its applicable books and records at reasonable times and upon reasonable prior notice to verify the accuracy of information submitted for participation and eligibility in promotions and other programs. NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. H. [Intentionally omitted.] I. Submit to Sea Ray upon request any additional information or clarifying information regarding Dealer’s financial statements and allow full and open disclosure of financial information concerning Dealer between Sea Ray and any financial institution or company which may finance or propose to finance all or part of Dealer’s Product inventory. J. Conduct business in a manner that preserves and enhances the reputation and goodwill of both Sea Ray and Dealer for providing quality products and services, and refrain from using any false, misleading or deceptive advertising. Submit truthful and accurate statements, reports and information to Sea Ray and any financial institution financing or proposing to finance Dealer’s Product inventory or any purchaser. K. Maintain an ability to purchase Product inventory for each Dealer Location via flooring and/or self-financing that is customary to carry on hand and display Sea Ray’s current Product models as indicated in the Defined Terms and the performance standards set forth herein. L. [Intentionally omitted.] M. Use its best efforts to maintain and improve scores or other customer satisfaction rating (e.g., Net Promoter Scores) in compliance with the Performance Standards for such applicable ratings. N. Comply with those Dealer obligations that may be imposed or established by Sea Ray applicable to all domestic Sea Ray Dealers including but not limited to those included in Sea Ray’s policies and programs and Sea Ray’s Advertising Policy. O. Maintain a financial condition which is adequate to satisfy and perform its obligations under this Agreement. P. Provide prior written notice to Sea Ray if Dealer desires to make any material change in Dealer’s financing of its Product inventory or business and give Sea Ray sufficient time to discuss and review with Dealer the effect of the proposed change. Q. Notify Sea Ray of the addition or deletion of any Dealer Location(s) which notification Dealer agrees shall not be deemed a consent by Sea Ray to such a proposed change. R. Provide Sea Ray with prior notice of any proposed appointment of sub-dealers. All appointments of authorized sub-dealers are subject to prior written approval by Sea Ray (“Authorized Sub-dealers”). Dealer will set its own resale price to Authorized Sub-dealers and assume all risk of non-payment by the Authorized Sub-dealers. The Authorized Sub-dealers are not parties to any agreement between Sea Ray and Dealer and Dealer will ensure that the Authorized Sub-dealers do not take any actions that violate any policies and programs of Sea Ray or are inconsistent with the terms of this Agreement. Dealer is responsible for any losses incurred by Sea Ray as a result of Authorized NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. Sub-dealer’s performance including, but without limitation, Authorized Sub-dealer’s failure to pay Sea Ray for any Product or to pay any financial institution that finances Products purchased by the Authorized Sub-dealers. Dealer will not enter into any agreement with Authorized Sub-dealers that is inconsistent with the terms and conditions of this Agreement. S. Notify Sea Ray in writing of the applicable brand and boat type at least thirty (30) days before Dealer begins to sell, display or advertise a new boat brand.

Dealer's Responsibilities. Dealer agrees to: A. Devote its best efforts to aggressively promote, display, advertise and sell Products at each Dealer Location and in the Territory and Dealer Region in accordance with the terms of this Agreement and all applicable federal, state and local laws. Dealer shall display and utilize at each Dealer Location signs, graphics and image elements with Sea Ray’s Identification as defined herein, subject to approval by Sea Ray, that will positively reflect the Sea Ray image and promote the retail sale of the Products. B. Achieve the performance standards set forth as follows and in the related Exhibit B (collectively, “Performance Standards”) for each Dealer Region. Sea Ray, in collaboration with Dealer, will establish fair and reasonable Performance Standards for each of the Dealer Regions under this Agreement which Performance Standards shall be established in a manner similar to those applied to domestic Sea Ray dealers. Performance Standards shall include minimum requirements relating to inventory stocking levels, provision of annual sales forecasts, submission of orders pursuant to the terms of Sea Ray’s then current buying program, unit retail sales based on Product registrations for Products in each Dealer Region, customer satisfaction (e.g., Net Promoter Scores) and Product marketing support. NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. Sea Ray, in collaboration with Dealer, will establish the Performance Standards taking into consideration factors such as population, sales potential, market share percentage of the Products sold in the Territory as compared to competitive products sold in the Territory, product availability, economic conditions in the Dealer Region(s) and Territory, competition from other marine dealerships in the area, past sales history, historical Product mix and stocking practices, existing Product Inventory, adequacy and ability of the Products to meet customer demand in the Territory, number of locations, and any special circumstances that may affect the sale of Products or the Dealer. The Performance Standards for the first Product Model Year of this Agreement are agreed to and identified in Exhibit B. Sea Ray, in collaboration with Dealer, will, in subsequent years, substitute the updated and amended Performance Standards for the current Exhibit B. The Performance Standards on Exhibit B will continue to apply until replaced with updated and amended Performance Standards. C. Maintain at each Dealer Location (unless a sales location only, and then service shall be provided at another Dealer Location) a service department that Dealer agrees to staff, train, and equip to promptly and professionally service Products; and to maintain at each Dealer Location parts and supplies to properly service Products on a timely basis. D. Perform any and all necessary Product rigging, installation, and inspection services prior to delivery to the purchaser as required by Sea Ray’s current written policy applicable to domestic Sea Ray dealers and perform post-sale service of all Products originally sold by Dealer and brought to Dealer for service. Dealer will be responsible for (a) Promoting the Plan; (b) Submitting Lessee Statements to GMAC which have been completed and signed by prospective Lessees; (c) Obtaining and Submitting to GMAC evidence of apPropriate insurance coverage documented on the prescribed form supplied by GMAC. (d) Preparing the lease agreements and other necessary forms and, following approval of the transaction by GMAC, having them executed by the Lessee; (e) Executing the lease agreements for GMAC under a limited power of attorney; (f) Providing vehicles for purchase by GMAC which are to be leased under the Plan at a cost not to exceed 110% of the Manufacturer's Suggested List Price. In addition, Dealer-installed options, acceptable to GMAC, may be included at a xxxx-up price not to exceed suggested retail price, provided a used vehicle guidebook normally used by GMAC indicates the wholesale value of the vehicle is increased by installation of such options. For Dealer-installed options on which there is no suggested retail price, the retail price will be Dealer cost plus xxxx-up, not to exceed 20% of the Dealer's cost of such options. if any equipment has been removed from the vehicle, the maximum purchase price is to be reduced by an amount equal to the suggested retail price of such items. (g) Registering and titling vehicles in GMAC's name; (h) Receiving and inspecting vehicles returned from lease and completing a vehicle condition report, supplied by GMAC, in the presence of the Lessee and obtaining the Lessee's signature on the bottom of the report acknowledging the condition of the vehicle. Further, Dealer will, at GMAC's option, provide GMAC safe storage of returned lease vehicles at no charge for a period not to exceed 30 days. Dealer is not required to provide or arrange for warranty and service work for Product regardless primary insurance coverage on stored vehicles; however, if a vehicle is damaged while in possession of Dealer, Dealer is required to document the selling dealer of the Product or condition of sale. Sea Ray will exercise reasonable efforts as to this Paragraph 3.1D. to address circumstances in which another dealer has made a sale to an original retail purchaser who permanently resides within Dealer’s Territory where such sale is contrary facts relating to the terms of damage. If a dealership employe is-responsible for the selling dealer’s Sales and Service Agreement. Dealer will provide appropriate instructions to purchasers on how to obtain warranty and service work from the Dealer. Dealer will secure all Product inventory against weathering and other damage, and maintain inventory Dealer is required to file a claim under the garage-keepers legal liability insurance policy. (i) Indemnifying GMAC for any action of Dealer outside the scope of Dealer's authority under the Plan which results in a like new and unused condition. E. Furnish each Product purchaser with Sea Ray’s limited warranty on new Products and with information and training as loss to the safe and proper operation and maintenance of the Product. F. Complete and submit Sea Ray’s Product registration card (or applicable electronic form) and In-Service Checklist promptly upon delivery of the Products to the purchaser and assist Sea Ray in performing Product defect and recall campaigns. In the event Dealer fails to return the card or submit the other documentation to Sea Ray as required, Dealer shall indemnify Sea Ray against any liability, loss, or damage which Sea Ray may sustain directly as a result of such failure. G. Maintain complete Product sales, warranty and service records, and report to Sea Ray upon request the name and address of each Product purchaser to the extent required by applicable law. Dealer further agrees to provide Sea Ray with access to its applicable books and records at reasonable times and upon reasonable prior notice to verify the accuracy of information submitted for participation and eligibility in promotions and other programs. NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. H. [Intentionally omitted.] I. Submit to Sea Ray upon request any additional information or clarifying information regarding Dealer’s financial statements and allow full and open disclosure of financial information concerning Dealer between Sea Ray and any financial institution or company which may finance or propose to finance all or part of Dealer’s Product inventory. J. Conduct business in a manner that preserves and enhances the reputation and goodwill of both Sea Ray and Dealer for providing quality products and services, and refrain from using any false, misleading or deceptive advertising. Submit truthful and accurate statements, reports and information to Sea Ray and any financial institution financing or proposing to finance Dealer’s Product inventory or any purchaser. K. Maintain an ability to purchase Product inventory for each Dealer Location via flooring and/or self-financing that is customary to carry on hand and display Sea Ray’s current Product models as indicated in the Defined Terms and the performance standards set forth herein. L. [Intentionally omitted.] M. Use its best efforts to maintain and improve scores or other customer satisfaction rating (e.g., Net Promoter Scores) in compliance with the Performance Standards for such applicable ratings. N. Comply with those Dealer obligations that may be imposed or established by Sea Ray applicable to all domestic Sea Ray Dealers including but not limited to those included in Sea Ray’s policies and programs and Sea Ray’s Advertising Policy. O. Maintain a financial condition which is adequate to satisfy and perform its obligations under this Agreement. P. Provide prior written notice to Sea Ray if Dealer desires to make any material change in Dealer’s financing of its Product inventory or business and give Sea Ray sufficient time to discuss and review with Dealer the effect of the proposed change. Q. Notify Sea Ray of the addition or deletion of any Dealer Location(s) which notification Dealer agrees shall not be deemed a consent by Sea Ray to such a proposed change. R. Provide Sea Ray with prior notice of any proposed appointment of sub-dealers. All appointments of authorized sub-dealers are subject to prior written approval by Sea Ray (“Authorized Sub-dealers”). Dealer will set its own resale price to Authorized Sub-dealers and assume all risk of non-payment by the Authorized Sub-dealers. The Authorized Sub-dealers are not parties to any agreement between Sea Ray and Dealer and Dealer will ensure that the Authorized Sub-dealers do not take any actions that violate any policies and programs of Sea Ray or are inconsistent with the terms of this Agreement. Dealer is responsible for any losses incurred by Sea Ray as a result of Authorized NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. Sub-dealer’s performance including, but without limitation, Authorized Sub-dealer’s failure to pay Sea Ray for any Product or to pay any financial institution that finances Products purchased by the Authorized Sub-dealers. Dealer will not enter into any agreement with Authorized Sub-dealers that is inconsistent with the terms and conditions of this Agreement. S. Notify Sea Ray in writing of the applicable brand and boat type at least thirty (30) days before Dealer begins to sell, display or advertise a new boat brand.GMAC; and