Common use of Dealer's Responsibilities Clause in Contracts

Dealer's Responsibilities. Dealer agrees to: A. Devote its best efforts to aggressively (i) promote and advertise Products at each Dealer Location and in the Territory, and (ii) display and sell Products at each Dealer Location, in each case 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 Company's Identification as defined in this Agreement, subject to approval by Company, that will positively reflect the Company image and promote the retail sale of the Products. B. Purchase and carry on hand at all times at each Dealer Location a sufficient inventory of current Products to meet the reasonable demand of customers at each Dealer Location, as outlined by the Company. 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. Properly perform any and all necessary Product rigging, installation, and inspection services prior to delivery to the purchaser as required by Company's current written policy and perform post-sale service of all Products originally sold by Dealer or 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. 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 Company's limited warranty on new Products and with information and training as to the safe and proper operation and maintenance of the Product. F. Warranty register each retail sold Product on Compass upon delivery of Product to the purchaser and with purchaser’s consent, provide the purchaser’s name, address, email address and phone number for the purpose of assisting Company in performing Product defect and recall campaigns. Further, Dealer agrees to warranty register any Product purchased and used for lease, rental or other commercial purposes on Compass before using the Product. If Dealer fails to register the Product with Company as required, Dealer shall indemnify Company against any liability, loss, or damage which Company may sustain as a result of such failure. In instances where a retail sold boat has been registered prior to actual delivery to the purchaser, Dealer must enter the actual delivery date into Compass within thirty (30) days of delivery. If Dealer fails to enter the actual delivery date into Compass within thirty (30) days, Dealer shall indemnify Company for any valid warranty claims filed between the warranty expiration date based on the pre-delivery registration and the warranty expiration date based on the actual delivery date. G. Maintain complete Product sales, warranty and service records, and report to Company on a regular basis the name and address of each Product purchaser subject to applicable law. Dealer further agrees to provide Company with access to its 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. H. (Intentionally omitted.) I. Submit to Company 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 Company 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 Company 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 Company and any financial institution financing or proposing to finance Dealer’s Product inventory or any purchaser of Dealer’s Product. 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 Company's current Product models as indicated in the Defined Terms of this Agreement. L. [Intentionally omitted.] M. Use its best efforts to maintain and improve NPS or CSI rating in compliance with any applicable NPS or CSI standards of Company. N. Comply with all applicable governmental laws and regulations and with those Dealer obligations that may be imposed or established by Company, applicable to all other Company dealers, including but not limited to those included in the Company's policies and programs. O. Comply with the requirements established by Company’s Advertising Policy, applicable to all other Company dealers. P. Maintain a financial condition which is adequate to satisfy and perform its obligations under this Agreement. Q. Provide prior written notice to Company if Dealer desires to make any material change in Dealer's financing of its Product inventory or business and give Company sufficient time to discuss and review with Dealer the effect of the proposed change. R. Notify Company in writing at least thirty (30) days prior to the addition or deletion of any Dealer Location(s), which notification Dealer agrees shall not be deemed a consent by Company to such a proposed change. S. Provide Company with prior notice of any proposed appointment of sub‑dealers. All appointments of authorized sub‑dealers are subject to prior written approval by Company (“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 Company and Dealer and Dealer will ensure that the Authorized Sub‑dealers do not take any actions that violate any policies and programs of Company or are inconsistent with the terms of this Agreement. Dealer is responsible for any losses incurred by Company as a result of Authorized Sub‑dealer's performance including, but without limitation, Authorized Sub‑dealer's failure to pay Company 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. T. Notify Company in writing of the applicable brand and boat type (i) at least ten (10) days before Dealer agrees or commits to sell, display or advertise a boat brand currently carried by Dealer in an additional/new location, and (ii) at least thirty (30) days before Dealer agrees or commits to sell, display or advertise a new boat brand not already carried by Dealer. U. Notify Company in writing if Dealer knowingly is unable to address and resolve a customer's concern or complaint related to a Product after one (1) attempt for a safety issue or two (2) attempts for a non-safety issue, and provide Company with information related to (i) the concern or complaint, (ii) Dealer's prior actions in an effort to address the issue, and (iii) Dealer's plan/proposal to address the customer's unresolved concerns. V. Provide Company a copy of the applicable Sales Tax Exemption Certificate or Uniform Sales and Use Tax Multi-Jurisdiction Certificate which certifies the Products being purchased from Company are being purchased for the purpose of resale to retail customers.

Dealer's Responsibilities. Dealer agrees to: A. Devote its best efforts to aggressively (i) promote and promote, display, advertise Products at each Dealer Location and in the Territory, and (ii) display and sell Products at each Dealer Location, in each case Location 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 Company's Sea Ray’s Identification as defined in this Agreementherein, subject to approval by CompanySea Ray, that will positively reflect the Company Sea Ray image and promote the retail sale of the Products. B. Purchase and carry on hand at all times at each Dealer Location a sufficient inventory of current Products to meet the reasonable demand of customers at each Dealer Location, and Sea Ray’s Minimum Stock Requirements as outlined by in the Companythen current Manual. 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. Properly perform Perform any and all necessary Product rigging, installation, and inspection services prior to delivery to the purchaser as required by Company's the then current written policy Manual and perform post-sale service of all Products originally sold by Dealer or 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.D. 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 Company's 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. Warranty register each retail sold Complete and submit Sea Ray’s Product on Compass registration card and In-Service Checklist promptly upon delivery of Product the Products to the purchaser and with purchaser’s consent, provide the purchaser’s name, address, email address and phone number for the purpose of assisting Company assist Sea Ray in performing Product defect and recall campaigns. Further, Dealer agrees to warranty register any Product purchased and used for lease, rental or other commercial purposes on Compass before using In the Product. If event Dealer fails to register return the Product with Company card to Sea Ray as required, Dealer shall indemnify Company Sea Ray against any liability, loss, or damage which Company Sea Ray may sustain directly as a result of such failure. In instances where a retail sold boat has been registered prior to actual delivery to the purchaser, Dealer must enter the actual delivery date into Compass within thirty (30) days of delivery. If Dealer fails to enter the actual delivery date into Compass within thirty (30) days, Dealer shall indemnify Company for any valid warranty claims filed between the warranty expiration date based on the pre-delivery registration and the warranty expiration date based on the actual delivery date. G. Maintain complete Product sales, warranty and service records, and report to Company on a regular basis Sea Ray upon request the name and address of each Product purchaser subject to the extent required by applicable law. Dealer further agrees to provide Company with access to its 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. H. (Intentionally omittedAchieve Product sales and service performance in accordance with fair and reasonable standards and sales levels established by Sea Ray in consultation with Dealer from time to time as described in Paragraph 14 below.) I. Submit to Company Sea Ray upon request any additional information or clarifying information regarding Dealer’s financial statements and allow if necessary, consent to full and open disclosure of financial information concerning Dealer between Company Sea Ray and any financial institution or company which may finance or propose to finance all or part of Dealer's ’s Product inventoryInventory. J. Conduct business in a manner that preserves and enhances the reputation and goodwill of both Company 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 Company Sea Ray and any financial institution financing or proposing to finance Dealer’s Product inventory or any purchaser of Dealer’s Productpurchaser. 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 Company's Sea Ray’s current Product models as indicated in the Defined Terms of this Agreementmodels. L. [Intentionally omittedAllow the application of any rebates, warranty reimbursements or account credits owed to Dealer as an offset against any losses, debts, or monies owed by Dealer to Sea Ray, or any parent, affiliate or subsidiary of Sea Ray including but not limited to losses or debts applicable to open Products accounts, unpaid retail show space, and to any Sea Ray losses relating to Dealer flooring or financing.] M. Use its best efforts to maintain and improve NPS or a CSI rating in compliance with any applicable NPS or Sea Ray’s CSI standards of Companystandards. N. Comply with all applicable governmental laws and regulations and with those Dealer obligations that may be imposed or established by Company, Sea Ray applicable to all other Company dealers, domestic Sea Ray Dealers including but not limited to those included in the Company's policies Manual, Sea Ray’s Internet Policy, and programsthe Service Administration Program. O. Comply with the requirements established by Company’s Advertising Policy, applicable to all other Company dealers. P. Maintain a financial condition which is adequate to satisfy and perform its obligations under this Agreement. P. Maintain Master Dealer Certification or other applicable certification for each Dealer Location, as such Master Dealer Certification or other applicable certification requirements shall be established from time-to-time by Sea Ray, which certification requirements shall be the same as those applicable to all domestic Sea Ray Dealers who participate in the Master Dealer Certification Program or other applicable certification program. For other Dealer Locations which are added to this Agreement after the execution of this Agreement, Dealer shall obtain and maintain Master Dealer Certification or other applicable certification within no more than two (2) years from the date such Dealer Location has been added to this Agreement, provided that Dealer shall not be required to obtain such certification for such additional Dealer Locations where it is not economically justifiable for Dealer to do so, and at the time of the grant of such additional Dealer Location Sea Ray has agreed such certification shall not be required. Q. Provide prior written notice to Company Sea Ray if Dealer desires to make any material change in Dealer's ’s financing of its Product inventory or business and give Company Sea Ray sufficient time to discuss and review with Dealer the effect of the proposed change. R. Notify Company in writing at least thirty (30) days prior to Sea Ray of the addition or deletion of any Dealer Location(s), ) which notification Dealer agrees shall not be deemed a consent by Company Sea Ray to such a proposed change. S. Provide Company with prior notice of any proposed appointment of sub‑dealers. All appointments of authorized sub‑dealers are subject to prior written approval by Company (“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 Company and Dealer and Dealer will ensure that the Authorized Sub‑dealers do not take any actions that violate any policies and programs of Company or are inconsistent with the terms of this Agreement. Dealer is responsible for any losses incurred by Company as a result of Authorized Sub‑dealer's performance including, but without limitation, Authorized Sub‑dealer's failure to pay Company 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. T. Notify Company in writing of the applicable brand and boat type (i) at least ten (10) days before Dealer agrees or commits to sell, display or advertise a boat brand currently carried by Dealer in an additional/new location, and (ii) at least thirty (30) days before Dealer agrees or commits to sell, display or advertise a new boat brand not already carried by Dealer. U. Notify Company in writing if Dealer knowingly is unable to address and resolve a customer's concern or complaint related to a Product after one (1) attempt for a safety issue or two (2) attempts for a non-safety issue, and provide Company with information related to (i) the concern or complaint, (ii) Dealer's prior actions in an effort to address the issue, and (iii) Dealer's plan/proposal to address the customer's unresolved concerns. V. Provide Company a copy of the applicable Sales Tax Exemption Certificate or Uniform Sales and Use Tax Multi-Jurisdiction Certificate which certifies the Products being purchased from Company are being purchased for the purpose of resale to retail customers.

Dealer's Responsibilities. Dealer agrees to: A. Devote its best efforts to aggressively (i) promote and promote, display, advertise Products at each Dealer Location and in the Territory, and (ii) display and sell Products at each Dealer Location, in each case Location 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 Company's Hatteras Identification as defined herein, in this Agreement, accordance with Hatteras’ standards of performance subject to approval by CompanyHatteras, that will positively reflect the Company Hatteras image and promote the retail sale of the Products. B. Purchase and carry on hand at all times at each Dealer Location a sufficient inventory of current Products to meet the reasonable demand of customers at each Dealer Location, and Hatteras’ Minimum Stock Requirements as outlined by the Companyin Exhibit A to this Agreement. C. Maintain at each Dealer Location (unless a sales location only, and then service shall be provided at another Dealer LocationLocation or associated and authorized Hatteras service facility) 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. Properly perform Perform any and all necessary Product rigging, installation, and inspection Product orientation services prior to delivery to the purchaser as required by Company's current written policy Hatteras and perform post-sale service of all Products originally sold by Dealer or and brought to Dealer for service. Dealer will may 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. 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 Company's Hatteras’ 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 Hatteras’ Product registration information and Warranty register each retail sold Product on Compass Awareness Checklist promptly upon delivery of Product the Products to the purchaser and with purchaser’s consent, provide the purchaser’s name, address, email address and phone number for the purpose of assisting Company assist Hatteras in performing Product defect and recall campaigns. Further, Dealer agrees to warranty register any Product purchased and used for lease, rental or other commercial purposes on Compass before using In the Product. If event Dealer fails to register return the Product with Company registration information to Hatteras as required, Dealer shall indemnify Company Hatteras against any liability, loss, or damage which Company Hatteras may sustain directly as a result of such failure. In instances where a retail sold boat Hatteras will notify Dealer if Hatteras has been registered prior to actual delivery to not received the purchaser, Dealer must enter the actual delivery date into Compass within thirty (30) days of delivery. If Dealer fails to enter the actual delivery date into Compass within thirty (30) days, Dealer shall indemnify Company for any valid warranty claims filed between the warranty expiration date based on the pre-delivery registration and the warranty expiration date based on the actual delivery dateinformation. G. Maintain complete Product sales, warranty and service records, and report to Company on a regular basis Hatteras upon request the name and address of each Product purchaser subject to the extent required by applicable law. Dealer further agrees to provide Company with access to its 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. H. (Intentionally omittedAchieve Product sales and service performance in accordance with fair and reasonable standards and sales levels established by Hatteras in consultation with Dealer from time to time as described in Paragraph 14 below.) I. Submit to Company Hatteras upon request any additional information or clarifying information regarding Dealer’s financial statements and allow if necessary, consent to full and open disclosure of financial information concerning Dealer between Company Hatteras and any financial institution or company which may finance or propose to finance all or part of Dealer's ’s Product inventoryInventory. J. Conduct business in a manner that preserves and enhances the reputation and goodwill of both Company Hatteras 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 Company Hatteras and any financial institution financing or proposing to finance Dealer’s Product inventory or any purchaser of Dealer’s Productpurchaser. 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 Company's Hatteras’ current Product models as indicated in the Defined Terms of on Exhibit A to this Agreement. L. [Intentionally omittedAllow the application of any rebates, warranty reimbursements or account credits owed to Dealer as an offset against any losses, debts, or monies owed by Dealer to Hatteras, or any parent, affiliate or subsidiary of Hatteras including but not limited to losses or debts applicable to open Products accounts, unpaid retail show space, and to any Hatteras losses relating to Dealer flooring or financing.] M. Use its best efforts to maintain and improve NPS or a CSI rating in compliance with any applicable NPS or Hatteras’ CSI standards of Companystandards. N. Comply with all applicable governmental laws and regulations and with those Dealer obligations that may be imposed or established by Company, Hatteras applicable to all other Company dealers, domestic Hatteras Dealers including but not limited to those included in the Company's policies annual Dealer Programs and programsHatteras’ Internet Policy. O. Comply with the requirements established by Company’s Advertising Policy, applicable to all other Company dealers. P. Maintain a financial condition which is adequate to satisfy and perform its obligations under this Agreement, including the ability to accept and floor plan trade-in products. Q. P. Provide prior written notice to Company Hatteras if Dealer desires to make any material change in Dealer's ’s financing of its Product inventory or business and give Company Hatteras sufficient time to discuss and review with Dealer the effect of the proposed change. R. Q. Notify Company in writing at least thirty (30) days prior to Hatteras of the addition or deletion of any Dealer Location(s), ) which notification Dealer agrees shall not be deemed a consent by Company Hatteras to such a proposed change. S. Provide Company with prior notice of any proposed appointment of sub‑dealers. All appointments of authorized sub‑dealers are subject to prior written approval by Company (“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 Company and Dealer and Dealer will ensure that the Authorized Sub‑dealers do not take any actions that violate any policies and programs of Company or are inconsistent with the terms of this Agreement. Dealer is responsible for any losses incurred by Company as a result of Authorized Sub‑dealer's performance including, but without limitation, Authorized Sub‑dealer's failure to pay Company 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. T. Notify Company in writing of the applicable brand and boat type (i) at least ten (10) days before Dealer agrees or commits to sell, display or advertise a boat brand currently carried by Dealer in an additional/new location, and (ii) at least thirty (30) days before Dealer agrees or commits to sell, display or advertise a new boat brand not already carried by Dealer. U. Notify Company in writing if Dealer knowingly is unable to address and resolve a customer's concern or complaint related to a Product after one (1) attempt for a safety issue or two (2) attempts for a non-safety issue, and provide Company with information related to (i) the concern or complaint, (ii) Dealer's prior actions in an effort to address the issue, and (iii) Dealer's plan/proposal to address the customer's unresolved concerns. V. Provide Company a copy of the applicable Sales Tax Exemption Certificate or Uniform Sales and Use Tax Multi-Jurisdiction Certificate which certifies the Products being purchased from Company are being purchased for the purpose of resale to retail customers.