RESPONSIBILITIES OF DEALER. Pre-sale and post-sale support of the Products by Dealer is critical to the reputation and success of the Products and related goods in the marketplace. Dealer acknowledges that its ability and commitment to provide such support and to market Products are extremely important elements in Manufacturer's decision to enter into this Agreement. Subject to the other provisions of this Agreement, Dealer specifically agrees as follows:
(a) BEST EFFORTS - Dealer shall exercise its best efforts to achieve (in a manner consistent with the other terms of this Agreement) maximum market penetration for the Products in the Territory. Dealer shall provide reasonable marketing coverage in the Territory.
RESPONSIBILITIES OF DEALER. Immediately following the effective date of a termination of this Agreement, Dealer shall furnish Distributor with a list of the identification numbers of and such other information as Distributor may require concerning eligible vehicles to be purchased by Distributor in accordance with subsection 3 of this Section B. Dealer will deliver all such vehicles in accordance with Distributor's instructions. Within one (1) month following the effective date of a termination of this Agreement, Dealer shall mail or deliver to Distributor a list of eligible special tools and eligible signs. Within two (2) months following effective date of a termination of this Agreement, Dealer shall mail or deliver to Distributor a complete list of eligible parts and accessories. Dealer shall retain possession of all such eligible items until receipt of written shipping instructions from Distributor. Within one (1) month after receipt of such instructions, Dealer shall tag, pack and ship such eligible items, transportation charges prepaid, to the destination(s) specified in such instructions. Dealer shall take such action and shall execute and deliver such instruments as may be necessary (a) to convey to Distributor good marketable title to all eligible items to be purchased hereunder, (b) to comply with the requirements of any applicable state law relating to bulk sales or transfers and (c) to satisfy and discharge any liens or encumbrances on such eligible items prior to delivery thereof to Distributor.
RESPONSIBILITIES OF DEALER. Dealer shall be generally responsible for all costs and marketing the Program at its business or Internet portal and at its sole expense. Dealer also agrees as follows:
A. Dealer shall offer the Program to its new and used vehicle retail Purchasers on all eligible mechanically sound vehicles with no pre-existing conditions at the time of sale throughout the term of this Agreement.
B. Dealer shall comply with all Program requirements of Administrator at all times and shall complete all required forms and remittance costs supplied by Administrator. Such requirements will determine which vehicles are eligible for the Program. Dealer additionally agrees to help Administrator, if a customer registration form should be returned by Administrator to Dealer, to either correct an error which caused the decline and then resubmit the customer registration form to Administrator once Program purchaser has re-signed that new customer registration form. If customer’s vehicle is non-eligible in accordance with Administrator's requirements, Administrator and Dealer agree to refund to customer any monies tendered with respect to such rejected customer registration form. Furthermore, Dealer will refund to leinholder the Dealer's proportionate retail share from the difference of the wholesale remittance cost as indicated in Section 4 (Program Remittance), in the event of a cancellation of the Program at the Leinholder’s request due to a verified total loss or repossession of the vehicle registered under the Program. All financed calculations will be based on the amount of months financed through the lender up to 60 months or less if applicable less any fees. If the Program was not financed through any type of financial Institution and falls within the refund guidelines, selling Dealer agrees to refund to the Purchaser their proportionate refund share of their commission for Program. The refund for said Program will be the same proportionate share of the Program as calculated by Administrator
C. Dealer agrees that “eligible vehicles” includes only those vehicles that qualify per Administrator's guidelines and which are otherwise in good operating mechanical condition at time of sale with no pre-existing mechanical defects and/or title defects. Any misrepresentation or concealment of a material fact by selling Dealer for the purpose of securing participation in or sale of the Program shall negate Administrator's responsibility for that purchasers Program. Dealer agrees that Admi...
RESPONSIBILITIES OF DEALER. Dealer shall: Set-up Products following MD’s standard set up instructions and explain proper operating and safety instructions to Dealer’s retail customers, together with delivery of applicable written operating and safety instructions. Dealers will also provide service to Dealer’s retail customers in a manner satisfactory to MD. If MD deems that adequate service has not been provided, MD reserves the right to procure adequate service through alternative service providers and Dealer agrees that the cost of such service will be the responsibility of Dealer. If any Dealer decides to use an independent delivery and installation company, it is the responsibility of the Dealer to make sure all MD equipment is operational and cosmetically acceptable. MD is not liable for the oversights and/or mis-assembly of any Dealer’s chosen independent delivery and installation company. Dealer must handle customer inquiries. Obtain consent of MD if Dealer intends to open any additional business location for the sale, service, or display of Products that include MD at any location other than the business location(s) described above. Encourage retail customers to use MD’s original equipment parts in the repair and replacement of Products in order to maintain the Products’ performance and high quality. Dealer shall not represent non-OEM parts as MD OEM parts.
RESPONSIBILITIES OF DEALER. (a) Subject to the terms and conditions set forth in this Agreement, the Dealer agrees to perform the duties and responsibilities of the Dealer set forth in this Agreement. It is understood that in undertaking to perform such duties, and in the performance thereof, it is the intention of the parties that the Dealer will act solely as an agent and not as a principal, except as expressly provided in this Agreement. The Dealer shall use its commercially reasonable efforts to solicit and arrange sales of the Commercial Paper Notes on behalf of the City at such rates and maturities as may prevail from time to time in the market. The Dealer and the City agree that any Commercial Paper Notes which the Dealer may arrange the sale of or which, in the Dealer's sole discretion, it may elect to purchase, will be purchased or sold on the terms and conditions and in the manner provided in the Ordinance, the Issuing and Paying Agent Agreement and this Agreement. Anything herein to the contrary notwithstanding, to the extent of any conflict between the provisions hereof and of the Ordinance or the Issuing and Paying Agent Agreement, the provisions of the Ordinance and the Issuing and Paying Agent Agreement shall be controlling.
(b) Notwithstanding anything to the contrary contained herein, the Dealer:
(i) will suspend its efforts with respect to the offer or sale of the Commercial Paper Notes on behalf of the City upon the receipt of notice of the occurrence of an Event of Default under the Commercial Paper Notes, the Ordinance, or the Issuing and Paying Agent Agreement; and
(ii) may, in its sole discretion which shall not be unreasonable or arbitrarily exercised, suspend its efforts with respect to the offer or sale of the Commercial Paper Notes on behalf of the City immediately upon the occurrence of any of the following events, which suspension may continue so long as such event continues to exist as to the Commercial Paper Notes (the Dealer agrees to give notice to the City of its suspension of efforts promptly after such suspension occurs):
(1) suspension or material limitation in trading in securities generally on the New York Stock Exchange;
(2) a general moratorium on commercial banking or securities settlement or clearance services in New York is declared by either federal or New York State authorities;
(3) the engagement by the United States in hostilities if the effect of such engagement, in the Dealer's reasonable judgment, makes it impractical or inadvisable ...
RESPONSIBILITIES OF DEALER. DEALER agrees to use its best efforts to promote, sell and service MMSA Vehicles and MMSA Pars and Accessories in the Sales Locality. DEALER recognizes that DEALER'S fundamental obligation under this Agreement is to stock, sell and service all models and types of MMSA Vehicles distributed in the Sales Locality by MMSA. Accordingly, DEALER expressly assumes responsibility for fulfilling this obligation, and in connection therewith, DEALER expressly agrees to develop that sales volume necessary to meet DEALER'S Minimum Sales Responsibility as outlined in this Agreement and as is more particularly described in the Dealer Development Plan.
RESPONSIBILITIES OF DEALER. Dealer shall be responsible for:
a. All shipping, receiving, unboxing, delivery and set up of all Units.
b. The costs of cosmetic maintenance of Units resulting from normal wear and tear.
RESPONSIBILITIES OF DEALER. HMA has entered into this Agreement in reliance upon DEALER's representation that it will establish and maintain dealership facilities and operations only at the location(s) identified in paragraph 6. DEALER agrees, therefore, that it will not, under any circumstances, conduct Dealer operations at any other location, whether as a satellite operation, subdealership, through an associate Dealer or otherwise, without the prior written consent of HMA. Moreover, it is the mutual desire of DEALER and HMA that DEALER's facilities reflect a distinctive first-class appearance in common with all other duly authorized Hyundai Dealers. Accordingly, DEALER agrees to procure from approved sources and install all items necessary to insure that DEALER'S retail environment complies in all respects with such distinctive first-class appearance. In addition, DEALER agrees that all of its facilities will be satisfactory as to space, appearance, amenities, layout, equipment, and signage and will at all times be in accordance with HMA's minimum facilities standards, as amended from time to time.
RESPONSIBILITIES OF DEALER. In satisfaction of its duties under this Agreement, Dealer shall undertake the following duties in a professional manner to the satisfaction of Company:
5.1. To actively and vigorously market and sell the Company’s Trailers and Parts within the Dealer’s Trade Area;
5.2. To display conspicuously at Dealers facilities, at Dealer’s cost, Company approved sales, service and parts signs;
5.3. To make all payments required to be made to the Company under this Agreement in U.S. dollars at Calle La Encatada No. 7474, Parque Industrial El Xxxxxxx, Xxxxxxx, Baja California.
5.4. Notify Company immediately of any threatened or any actual legal action against Company or Dealer regarding the Trailers or Parts;
5.5. Comply with all applicable international, territorial, federal, provincial, and local laws, ordinances, and regulations in connection with Dealer performance of this Agreement;
5.6. Obtain all licenses, permits, government approvals, customs duties, and any and all other licenses pertaining to shipment of equipment to, and services in the Territory;
5.7. To send, at Dealer’s expense, representatives of Dealer’s sales and service personnel to all of the Company’s regularly scheduled sales and service meetings for the purpose of obtaining current information regarding Trailers and policies and transmitting such information and policies to all of Dealer’s sales and service personnel;
5.8. The Dealer shall not represent any other manufacturer for the sale of van and reefer trailers, except to the extent the Company is unable to fill orders for the Trailers.
5.9. To investigate all warranty claims by Dealer’s customers relating to the purchase of Trailers. All warranty claims that cannot be expeditiously resolved shall be referred to the Company’s Director of Warranty Administration, together with a report of relevant facts and the name and address of the complaining customer.
5.10. To maintain a Dealer facility for sales of Trailers in the Mexico City metropolitan area and such other locations (if any) that Dealer, in its sole discretion, deems necessary to sell and market the Trailers in the Dealer’s Trade Area.
5.11. To provide notice to the Company should Dealer be the subject of a suit or administrative proceeding, where a adverse outcome, would have a material negative effect on Dealer or the Parent Company or otherwise materially effect their ability to perform their obligations under this Agreement;
5.12. Upon written request by the Company, the Dealer wi...
RESPONSIBILITIES OF DEALER. Pre-sale and post-sale support of the Products by Dealer is critical to the reputation and success of the Products and related goods in the marketplace. Dealer acknowledges that its ability and commitment to provide such support and to market Products are extremely important elements in VeriChip’s decision to enter into this Agreement. Subject to the other provisions of this Agreement, Dealer specifically agrees as follows:
