SUPPLY AGREEMENT
This Agreement, effective as of the 24th day of February 1997, is between
GM-DI LEASING CORPORATION, a Delaware corporation with its principal off~ces at
0000 Xxxx Xxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxx (hereinafter called "GM-DI"), and
PLASTI-LINE INC., a Tennessee corporation, with its principal offices at 000
Xxxx Xxxxx Xxxx, Xxxxxx, Xxxxxxxxx (hereinafter called PLASTI-LINE ),
WITNESSETH:
WHEREAS, GM-DI is in the business of leasing "Dealer Identification
Signs," as such term is hereinafter defined, to motor vehicle dealers and/or
distributors franchised by and/or under contract with General Motors
Corporation, a Delaware corporation, its divisions, units, subsidiaries and
affiliates; and
WHEREAS, PLASTI-LINE is in the business of manufacturing and assembling
signs and has made a proposal which is acceptable to GM-DI to furnish GM-DI with
Dealership Identification Signs and certain replacement parts therefor which
meet GMDl's specifications;
NOW, THEREFORE, in consideration of the mutual conditions and promises
expressed herein, GM-DI and PLASTI-LINE agree as follows:
1. DEFINITIONS
1.01 "Bailment Agreement" shall mean the Bailment Agreement, dated
February 24, 1997, by and between GM-DI and PLASTI-LINE .
1.02 "Dealer" shall mean the individual,
partnership or corporation, including all authorized
representatives thereof, to whom Dealership
Identification Signs are leased by GM-DI.
1.03 "Direct Labor Costs" shall mean all straight-time wages of employees
who perform manufacturing or erecting operations which add to the dollar value
of the products being produced, assembled or erected.
1.04 "Erector" shall mean PLASTI-LINE or its "Subcontractor," as such term
is hereinafter defined, performing work at a dealership location or other
locations as specified by GM-DI.
1.05 "Lease Agreement" shall mean GM-Dl's authorized Dealership
Identification Lease Agreement with its lessees, including Exhibits A through D
thereof, a specimen copy of which is attached hereto as Exhibit H.
1.06 "Program" shall mean the General Motors
Corporation Dealership Identification Sign Program.
1.07 "Program Specifications" shall mean the general specifications for
the General Motors Dealership Identification Sign Program, dated September 28,
1995, pages 1 through 59 inclusive and the latest revisions thereto, a copy of
which is attached hereto as Exhibit B.
1.08 "PLASTI-LINE Cost" shall mean applicable Direct Labor Costs and
mutually agreed upon manufacturing and overhead costs and/or direct material
costs or invoice costs to PLASTI-LINE for products and services purchased,
equipment purchased or rented, and/or used on GM-Dl's behalf, including erection
costs of subcontractors and freight charges used exclusively on GM-Dl's behalf.
1.09 "Subcontractor" shall mean any person or firm performing work for
PLASTI-LINE other than an employee.
1.10 "Survey" shall mean the on-site inspection of dealership facilities
by PLASTI-LINE or its representatives in accordance with the procedures set
forth in the survey instruction booklet of GM-DI, a copy of which is attached
hereto as Exhibit G.
1.11 "Installation" shall mean all work required or performed by
PLASTILINE, its erectors, agents, and/or subcontractors, to put Dealership
Identification Signs, Replacement Faces, and/or Component Parts, in place and
ready for their intended use, in accordance with Program Specifications. Such
work shall include but not be limited to all standard program foundation types,
regardless of ground and/or soil conditions or surface materials, and all
required travel and equipment.
1.12 "Non Standard Prices" shall mean the price charged by PLASTI-LINE for
the manufacture, fabrication, refurbishment, and/or installation of Dealership
Identification Signs, Replacement Faces, and/or Component Parts or for services
performed, which are not
set forth in Exhibit D attached hereto.
1.13 "Returned Goods" shall mean the sign box frame, full height columns,
rotator support weldments, and base covers of any sign which has been authorized
by GMDl to be removed and returned to inventory by issuance of a Purchase Order
release
1.14 "Established Time Periods" shall mean the number of days allotted for
the completion of Installations as provided in Section 13.03, Removals as
provided in Section 18.02, Replacement Parts as provided in Section 20.02, and
Relocations as provided in Section 20.02 of this Agreement.
1.15 "GM-DI" shall mean GM-DI Leasing Corporation, General Motors
Corporation, and/or any designated agent employee, or representative.
1.16 "PLASTI-LINE's Actual Cost" shall mean the invoice price paid by
Plasti- Line, including all price reductions but without markup, for materials
and/or services.
2. TENDERS
GM-DI reserves the right to accept or reject any bid or any part of any bid.
3. AGREEMENT TO FURNISH SERVICES AND GOODS
Upon and subject to the terms and conditions of this Agreement, PLASTILINE
agrees to fabricate, assemble, remanufacture, transport, install, service and
repair Dealership identification Signs and certain replacement parts therefor;
and GM-Di agrees to pay PLASTi- LINE for the fabrication, assembly,
remanufacture, transportation, installation, service and repair of such
Dealership Identification Signs and such replacement parts. PLASTI-LINE hereby
acknowledges and agrees, however, that GM-DI may, at its option, contract with
firms other than PLASTI-LINE for the fabrication, assembly, remanufacture,
transportation, installation, service and repair of Dealership Identification
Signs, replacement parts tnerefor, and any other signs to be installed or
removed under this Agreement.
4. PRICES FOR THIS QUOTATION
4.01 The prices for the fabrication, assembly and/or installation of
Dealership Identification Signs and /or replacement parts shall be as set forth
in
Exhibit H attached hereto.
4.02 The prices for the installation of Dealership Identification Signs,
Replacement Faces, and/or component parts shall include all costs incurred by
PLASTILINE, both known and unknown at the time of installation, including all
surface and/or soil conditions, travel and equipment, which are associated with
the installation of such Dealership Identification Signs, Replacement Faces,/or
Component Parts with exception as noted in Section 4.09. Mod)fications such as
special wiring or changes to circuit disconnections and switches which are
occasionally required by local code in certain areas are part of the work
contemplated by this Agreement and are included in such prices.
4.03 The prices for product shall include the cost to manufacture,
fabricate, refurbish, and/or assemble Dealership Identification Signs,
Replacement Faces and/or component Parts~ in accordance with Program
Specifications. Such prices shall include items such as but not limited to: sign
box, columns, base covers, logo boxes, cladding, ballast, interior wiring,
lamps, sockets, faces, as well as associated nuts, bolts, and miscellaneous
hardware.
4.04 The prices for the installation of the electrical circuits necessary
to energize Dealership Identification Signs shall be on a per linear foot basis
which includes the cost of all trenching, backfill, compaction, resurfacing to
like conditions, conduit, wire, labor and other work necessary to achieve a
complete and finished job regardless of surface and/or sub soil conditions or
the length of the electrical run. The Plot Plan and associated electrical wiring
diagram, which is Exhibit B to the respective Lease Agreement, shall be used in
determining the field electrical requirements for a specific installation. When
electrical runs exceed more than four hundred fifty (450) feet, PLASTI-LINE may
utilize a metered power pole to provide the electrical power to the sign,
however, the power drop may not be closer than fifty (50) feet unless local code
warrants otherwise.
4.05 Dealership sizes are generally determined on the basis of dealership
planning potential and the categories may differ between different divisions of
General Motors Corporation; and the dealership size shown on GM-Dl's Survey
Request form for such dealership shali establish the dealership size for
purposes of this section.
4.06 The freight charges for the transportation of Dealership
Identification Signs, Replacement Faces and/or component parts, to dealership
locations shall be invoiced to GM-DI by PLASTI-LINE at PLASTI-LINE's actual cost
without xxxx-up. Al1 discounts, reductions, refunds, abatements or other forms
of price benefit received by PLASTI-LINE shall be passed through to GM-DI at the
time of invoicing. Any such discount, reduction, refund, abatement or other form
of price benefit received by PLASTI-LINE subsequent to invoicing of the original
transportation charge shall be passed through to GMDl immediately upon receipt
by PLASTI-LINE.
4.07 The prices for the other services and goods which PLASTI-LINE is
specificaliy authorized to furnish to GM-DI under this Agreement shall be
determined in accordance with the applicable formula set forth in the other
Sections of this Agreement which describe such services and goods.
4.08 GM-DI acknowledges that on occasion, PLASTI-LINE will be required to
manufacture and/or install Dealership Identification Signs, Replacement Faces,
and/or Component Parts or perform services for which contract pricing has not
been established. On such occasions, prior to beginning work, PLASTI-LINE shall
submit a "Non Standard Letter" to GM-DI detailing the estimated cost and the
reason for such work. In the event that the work is subcontracted by
PLASTI-LINE, PLASTI-LINE shall obtain a minimum of three bids from equally
qualified subcontractors and shall submit the bids to GM-DI. Thereafter, no work
shall be done until GM-Dl's approval is obtained. In the event the estimated
cost is approved, said costs will be invoiced by PLASTI-LINE at PLASTI-LINE 's
actual cost.
4.09 GM-DI acknowledges that the prices for the installation of Dealership
Identification Signs, Replacement Faces, and/or Component Parts, as set forth in
Exhibit H shall not include the cost of the following, which will be invoiced to
GM-DI at Non Standard Prices:
Costs resulting from dealer interruptions and/or interference.
Costs associated with special foundations such as pilings and soil borings.
- Costs of installation of roof and/or wall projections sub-structures.
4.10 Pricing under the terms of this Agreement shall be fixed for a period
of three (3) years following the commencement of this agreement. Thereafter, and
in each subsequent year during the life of this Agreement, PLASTI-LINE shall
submit to GM-DI proposed pricing adjustments for consideration by GM-DI. Price
adjustments submitted for consideration must be market justifed.
5. TAXES
The prices charged by PLASTI-LINE under this Agreement include all
applicable federal, state and local taxes except for sales or use taxes and
personal property taxes assessed against the personal property of GM-DI
furnished to PLASTI-LINE under this Agreement.
6. INSURANCE
6.01 PLASTI-LINE shall, during the term of this
Agreement, obtain and maintain the following insurance
policies in addition to any insurance policies required under any purchase
orders issued to PLASTI-LINE by GM-DI under this Agreement or under any other
sections of this
Agreement.
A. A comprehensive General Liability Insurance Policy (which includes
Contractual Liability coverage) including Products Completed Operations coverage
with a single limit of liability of not less than $2.0 million per occurrence as
protection against risks of damage or destruction of property or personal
injury, sickness or disease (including death resulting at any time therefrom) of
persons resulting from any action, omission or operation under this Agreement or
in connection with the work.
B. A Comprehensive Automobile Liability Insurance policy covering all owned or
non-owned equipment used in connection with the work with a single limit of
liability of not less than $2.0 million per occurrence as protection against
risks of damage or destruction of property or bodily injury, sickness or disease
(including death resulting at any time therefrom) of persons.
C. Workers' Compensation and any insurance required by any Employee Benefit Acts
or other statutes applicable. All such insurance shall be in amounts aufficient
to protect PLASTI-LINE from any liability for bodily injury, sickness or disease
(including death resulting at any time therefrom) of any of their employees,
including any liability or damage which may arise by virtue of any statute or
law in force. If PLASTI-LINE is a self-insurer, the certificate(s) issued by the
appropriate agency of the state shall be furnished by such agency directly to
GM-DI.
6.02 All insurance policies shall be underwritten by an insurer or insurers
class)fied as "A+10" or better or by Best's Policyholder's Rating, or in the
alternative, by an insurer or insurers satisfactory to GM-DI. The Comprehensive
General Liability and Comprehensive Automobile Liability policies shall name
GM-DI as an additional insured thereunder, and shall provide for a minimum of
ten (10) days' prior written notice of cancellation to GM-DI. Plasti-Line agrees
to hold GM-DI harmless from any action, claim or settlement by and/or with any
employee, independent contractor, or subcontractor under workmen's compensation
or any other employee benefits act or statute. PLASTI-LINE shali annually
provide GM-DI with certificates evidencing all insurance.
7. INVOICING & PAYMENT
7.01 PLASTI-LINE may invoice GM-DI for materials and services which have
been specifically authorized by GM-DI as evidenced by the issuance of a valid
Purchase Order release. Such invoices shall be submitted to GM-DI only upon
completion of all work required under the applicable line item of a valid
Purchase Order release. GM-DI shall pay invoices and other claims for payment,
which are submitted to GM-DI within six (6) months of the completion of the
underlying Purchase Order release. Thereafter, GM-DI shall have no obligation to
pay invoices and other claims for payment and payment of such, shall be at the
sole option of GM-DI.
7.02 Upon installation of any Dealership Identification sign(s) and/or
replacement part(s), PLASTI-LINE shall invoice GM-DI for one hundred percent
(100%) of the product price, transportation charges, installation charges,
permit and/or variance charges, and all other charges related to the applicable
line item of the related Purchase Order release. Each invoice submitted by
PLASTI-LINE pursuant to this section shall be accompanied by any and all
subcontractor and/or PLASTI-LINE invoices for materials and/or services which
are not included as a component of the contract price of materials and/or
services for which GM-DI is invoiced.
7.03 For re manufactured Dealership Identification signs, PLASTI-LINE
shall invoice GM-DI for one hundred percent (100%) of the current contract price
for such items upon completion of all work required by the applicable line item
of the related Purchase Order release and such price shall include all costs of
refurbishing columns, base cover, sign box frames, and rotator support weldments
when applicable and all other components which require refurbishment. Such
invoices shall be submitted pursuant to Section 7.01 above and shall include
transportation charges, installation charges, permit and/or variance charges,
and all other charges related to the applicable line item of the related
Purchase Order release.
7.04 In addition to any other documents which PLASTI-LINE is required to
procure or submit in connection with invoices under this section, upon
completion of any installation of Dealership Identitcation Sign(s), regardless
of whether such installation is a new installation, a relocation, a removal or a
reinstallation, PLASTI-LINE shall have the dealer execute a completed dealer
acceptance form and submit such dealer acceptance form, a description of the
Dealership Identification Sign(s) installed, a listing of the serial numbers of
the Dealership Identification Sign(s) installed, photographs of the Dealership
Identification Sign(s) installed and such other information as GM-DI may
reasonably require, with the PLASTI- LINE invoice to GM-DI. In addition, at
least one (1) of the photographs must be from such a distance that the entire
Dealership Identification Sign(s) (including the graphics of the Dealership
Identification Sign(s) face are visible. if PLASTI-LINE is unable to obtain the
dealer's signature on the dealer acceptance form for reasons other that
PLASTI-LINE 's failure to complete the installation in accordance with the
Program Specitcations, PLASTI-LINE shall submit a written report to GM-Di
detailing the problem prior to submitting an invoice. GM-DI shall advise PLASTI-
LINE within forty-five days after receiving such report as to whether
PLASTI-LINE is authorized to submit an invoice to GMDl without the dealer
acceptance form. Upon approval, PLASTI-LINE may invoice GM-DI for the complete
work without the completed dealer acceptance form.
7.05 For any Dealership Identification sign(s) and/or replacement part(s)
which will not be installed by PLASTI-LINE, PLASTI-LINE may invoice GM-DI for
one hundred percent (100%) of the price for such items plus the actual cost of
freight at the time that such Dealership Identification sign(s) and/or
replacement part(s) are delivered.
7.06 The payment term for all invoices submitted by PLASTI-LINE under this
agreement shall be net 24TH PROXIMO. Ail payments are subject to charge-back if
installation deficiencies and or omissions are subsequently noted.
7.07 Each invoice shall be accompanied by a copy of the relevant
permit(s). If no permit(s) are required, a statement to that effect is to be
attached. PLASTI-LINE shall also submit the following documents in addition to
such other documents which may be required under other sections of this
agreement:
Replacement Parts Order
Original Dealer Acceptance Form
Original Before and After Photographs
Original Destruction Photographs
Original Destruction Certificate
Removal Order
Original Dealer Acceptance Form
Original Before and After Photographs
Original Destruction Photographs
Original Destruction Certificate
Foundation Release Form (When Foundation Is Not Removed)
Foundation Resurface Photograph
Sign Installation Orders
Original Dealer Acceptance Form
Original Before and After Photographs
Electrical Service Diagram
Junction Box Photo
Photocopy Of Permits
Relocation Orders
Original Dealer Acceptance Form
Original Before and After Photographs
Electrical Service Diagram
Junction Box Photograph
Photocopy Of Permits
Non Standard Letters
Original Non Standard Letter
Original Completion Photographs
Original Invoices for Subcontracted Work
Original Invoices for Materiai Used and/or Equipment Rented by
Erector
Photocopies of Invoices for Materials Used and/or Equipment
Rented by Erector
Original Invoices for Freight
Original Staff Time Logs
8. STATUS REPORTS
8.01 PLASTI-LINE shall, on a daily basis, transmit to XX - Xx status of
purchase order releases and other work requests. These transmissions will
consist of Order, Product and Line item status, also Line Item Delay Codes.
8.02 PLASTI-LINE shall also furnish GM-Di with such other information
which GM-DI may hereafter reasonably require.
9. FIELD REPRESENTATIVES
9.01 Throughout the term of this Agreement, PLASTI-LINE shall employ a
number of field representatives agreed to by GM-DI, aufficient to adequately
provide the required service within the allotted time frame. Such field
representatives shall be located throughout the United States in order to
properly control all field activities where PLASTILINE has installed or will
install Dealership Identification Signs.
9.02 The field representatives shall be responsible for supervising all
aspects of the installation of Dealership Identification Signs, including (i)
the taking of Surveys, (ii) the securing of permits and variances, (iii)
investigation of easements and rights-of-way, (iv) job coordination, (v) the
filing of progress reports, (vi) final inspection of any Dealership
Identification Signs installed, and (vii) procuring the Dealer's acceptance of
the installation of any Deaiership Identification Signs. Accordingly,
PLASTI-LINE agrees that it shall take actions as are necessary to ensure that
such field representatives shall have full and complete knowledge of this
Agreement and its provisions, and that such field representatives shall be
trained in all phases of the taking of Surveys and of sign construction,
installation and removal.
9.03 The held representatives shall have, on behalf of PLASTI-LINE direct
contact with the Dealers at the dealership locations. Whenever a Survey is
requested by GM-DI, the field representative shall personally contact the Dealer
and its respective zone office to arrange for the taking of the Survey. Before
and after the Survey is taken, the field representative shall discuss the
Program with the Dealer. Further, the field representative shall also review the
results of the Survey with the Dealer and obtain the Dealer's approval of the
Survey on the Survey form, a specimen copy of which is attached hereto as
Exhibit F. In the event the Dealer does not agree with the results of the
Survey, the field representative shall note that fact on the Survey form and
shall also indicate thereon the Dealer's preferences.
9.04 At the discretion of the field representative, a Subcontractor may be
employed to assist in the taking of Surveys or in the installation of Dealership
Identification Signs. Prior to the Subcontractor's making any contact with the
Dealer, however, the field representative shall fully apprise the Subcontractor
of this Agreement and of their responsibilities hereunder.
10. SUBCONTRACTORS
10.01 PLASTI-LINE shall make prompt payments to any Subcontractors upon
completion of their required work and upon their submission of proper
documentation to PLASTI- LINE . Further, nothing in this Agreement shall be
construed as prohibiting PLASTI-LINE from making payments to Erectors or their
subcontractors for portions of work completed in accordance with the Program
Specifications prior to final acceptance of the entire work by GM- DI.
10.02 GM-DI shall, if necessary, advise PLASTI-LINE of unsatisfactory
performance of a Subcontractor. PLASTI-LINE shall thereafter take immediate
action to correct the situation.
10.03 PLASTI-LINE shall provide all Subcontractor manuals and/or
instructions which specifically include program entitlements to dealers local
restrictions and determines what the dealer requires. PLASTI-LINE shall provide
these manuals without expense to XX - Xx. At the onset of this Agreement,
PLASTI-LINE shall supply copies of all manuals and/or instructions to GM-DI for
approval, and PLASTI-LINE shall not distribute any such manuals or instructions
until the same have been approved by GM-DI.
11. QUALITY CONTROL
11.01 PLASTI-LINE shall install and maintain in its plant a quality
control and inspection system, using standards acceptable to GM-DI, in order to
ensure absolute conformity to all fabrication requirements and color ranges
established by the Program Specifications.
11.02 PLASTI-LINE agrees that GM-DI shall be permitted to inspect and
review PLASTI-LINE plant facilities from time to time during PLASTI-LINE regular
business hours to ensure quality is being maintained throughout.
12. SURVEYS
12.01 GM-DI may, from time to time, require PLASTI-LINE to conduct a
Survey or Surveys at a particular dealership location. All requests for the
taking of such Surveys shall be through the issuance by GM-DI of a purchase
order release.
12.02 All Surveys shall be conducted by qualified persons ("Surveyors")
utilized by PLASTI-LINE for that purpose, and shall be conducted in accordance
with the instructions set forth in the survey instruction booklet of GM-DI. In
particular, the Surveyor will review with the Dealer all local sign code
restrictions with emphasis on possible installation delays which may result from
variance appeals. The Survey form(s) are to be completely filled out by the
Surveyor, reviewed in detail and approved by the Dealer, and submitted to GM-DI
within thirty (30) d_ys after PLASTI-LINE receipt of the Survey Request form. If
this deadline is not met, PLASTI-LINE will incur the cost of the survey. In the
event the surveyor does not agree with the recommended sign location, he should
indicate so on the survey.
12.03 If an installation of a Dealership Identification Sign or Signs at a
dealership location is unacceptable because of incorrect or incomplete
information from Plasti- Line contained in the Survey, PLASTI-LINE shall be
responsible for, at the sole option of GM-DI, all costs of having a Surveyor
recontact the Dealer to resolve the problem, and if necessary, of having the
Dealership Identification Sign(s) returned to PLASTI-LINE plant or having the
Dealership Identification Sign(s) relocated to such locations(s) as may be
agreed to by the Dealer and GM-DI.
12.04 In the event it is necessary to have the Surveyor recontact the
dealership in order to clarify PLASTI-LINE previous Survey of the dealership
location, PLASTI- LINE agrees to have such recontact made at its expense within
thirty (30) days after GM-DI not)fies PLASTI-LINE that such recontact is
necessary. If an additional Surveyor contact is requested by GM-DI in writing
for reasons other than for the clarification of PLASTI-LINE previous Survey,
PLASTI-LINE shall conduct a full and complete Survey and shall submit to GM- DI
all necessary forms and photographs. Thereafter, PLASTI-LINE shall invoice GM-DI
at the applicable price set forth in Exhibit H.
12.05 In the event that a request for a Survey is canceled by GM-DI after
PLASTI-LINE has incurred costs related to the survey but before the survey has
begun, PLASTI- LINE shall cease all work on the survey and invoice GM-DI at
fifty percent (50%) of the contract price for such survey. If the survey has
already begun, PLASTI-LINE is to complete the survey and to submit the results
of the survey with an invoice at the regular price for such survey.
13. DEALERSHIP IDENTIFICATION SIGN ORDERS
13.01 In the event GM-DI wishes PLASTI-LINE to fabricate and assemble
Dealership Identification Signs, GM-DI shall issue a purchase order release to
PLASTI-LINE indicating the number and types of Dealership Identification Signs
to be produced.
13.02 GM-DI shall have no responsibility to pay PLASTI-LINE for the
fabrication and assembly of any Dealership Identification Signs unless such
Dealership Identification Signs were fabricated and assembled pursuant to
purchase order releases issued by GM-DI.
13.03 In the event GM-DI wishes PLASTI-LINE to install all or any of the
Dealership Identification Sign(s) specified in any purchase order release, GM-DI
shall so indicate that fact on such purchase order release. Thereafter,
PLASTI-LINE or its Subcontractor shall, in accordance with the procedures set
forth in Section 14 hereof, promptly secure any and all permits and/or variances
necessary to allow for the installation of the Dealership Identification Sign(s)
in question; and PLASTI-LINE shall not proceed with the production and
installation of the Dealership Identification Sign(s) ordered by GM-DI until
such permits and/or variances have been obtained. The required time frame from
secural of
14. PERMITS AND VARIANCES
14.01 PLASTI-LINE or its Subcontractor shall promptly secure all permits
and/or variances necessary to allow for the installation of any Dealership
identification Signs ordered by GM-DI if the purchase order release for such
Dealership Signs indicates that PLASTI- LINE is to install the Dealership
Identification Signs specified in such release. PLASTI-LINE shall advise GM-DI
as soon as such permits and/or variances have been obtained. In the event the
Dealership Identification Signs are to be installed in an area where it is not
necessary to obtain such permits and/or variances, PLASTI-LINE shall provide
GM-DI with a written statement to that effect. Until such permits and/or
variances have been obtained, or until Gl\l-DI has received not)fication from
PLASTI-LINE that no such permits and/or variances are necessary, PLASTI-LINE
shall not produce or install the Dealership Identification Signs in question.
14.02 Any engineering certification costs or other special engineering
fees required to obtain a sign permit shall be invoiced to GM-DI with complete
details of the services involved at PLASTI-LINE Cost . PLASTI-LINE is to notify
XX - Xx of the probability of obtaining the permiVvariance. Whenever permits
cannot be obtained without appeal to formal proceedings, PLASTI-LINE shall
obtain prior approval from GM-DI before making any filing or incurring any legal
fees. Under no circumstances shall GM-DI be a party to any proceedings in law
without its prior written approval, and PLASTI-LINE shall be solely responsible
for the payment and reasonableness of any legal fees incurred. PLASTILINE shall
invoice GM-DI for PLASTI-LINE reasonable cost of such expenses, including legal
fees.
14.03 Should it become necessary for PLASTI-LINE to perform services over
and above those normally required to obtain a permit, such as appealing an
adverse decision regarding the permit application, PLASTI-LINE shali notify
GM-DI promptly of its intention to perform such services, and if the total costs
of any such services will exceed $240.00, PLASTI- LINE shall not commence
performing such services until it has received the written approval of GM-DI to
perform such services. Upon completion of its performance of any such additional
services, PLASTI-LINE may invoice GM-DI at PLASTI-LINE Cost for its performance
of such services. All such invoices submitted by PLASTI-LINE must be itemized
and must be accompanied by the necessary documentation to substantiate the
expenses incurred by PLASTI- LINE in performing such additional services.
15. UNAUTHORIZED PAYMENTS OR GRATUITIES
It is understood and agreed by the parties hereto, and PLASTI-LINE hereby
represents to GM-DI, that in performing services under this Agreement or in
connection herewith, neither PLASTI-LINE nor any person acting on its behalf has
given or offered to give, or will give or offer to give, any sum of money or
anything of value, to any person, directly or indirectly, as an inducement to
influence the granting of any permit or variance or the terms and conditions
under which any permit or variance is to be obtained, regardless of whether such
an act constitutes a violation of law.
16. BUILDING MOUNTED INSTALLATIONS
16.01 Whenever PLASTI-LINE is required to install a building mounted
Dealership Identification Sign, GM-DI shall obtain the services of a registered
professional engineer who is registered in the state in which the installation
work is to be performed (i) to determine the soundness of the dealership
building structure, what mod)fications will be required thereto, and the design
of the supporting structure for the Dealership Identification Sign(s); and (ii)
to prepare and submit to GM-DI certified installation plans and related
calculations and specifications for any such supporting structure. All such
plans, calculations and specifications shall be signed by the engineer and shall
have his registered engineer's seal affxed to them. Should GM-DI desire
PLASTI-LINE to obtain these services, GM-DI shall reimburse PLASTI-LINE for
PLASTI-LINE costs of procuring the services of the registered engineer at
PLASTI-LINE Cost. Any registered professional engineer used to perform work
under this Agreement shali carry Architects and Engineers Professional Liability
Insurance (Errors or Omissions Policy) with policy limits of not less than $2
million per person, $2 million per occurrence and $2 million property damage per
occurrence.
16.02 PLASTI-LINE shall, within forty-five (45) days of its receipt of the
aforesaid plans and specifications use such plans and specifications to secure
no less than three (3) bids of construction of the necessary structure for
mounting the roof or wall projecting Dealership Identification Signs from
qualified structural steel contracting firms. These bids shall be submitted to
GM-DI along with such other price data as GM-DI shall request, and thereafter
GM-DI shall instruct PLASTI-LINE as to purchase of the necessary structure(s).
However, GM- DI may, either in lieu of or in addition to the bids obtained by
PLASTI-LINE, obtain bids for construction of the necessary structure direct from
qualified structural steel contracting firms and accept a bid so obtained. GM-DI
shall reimburse PLASTI-LINE for any structure it purchases at GM-Dl's direction
at PLASTI-LINE cost.
16.03 Photographs of the completed structure and Notice of Completion form
signed by the Dealer must accompany all invoices for payments submitted to
GM-DI.
16.04 As with all installations, GM-DI reserves the right to audit and
inspect PLASTI-LINE installation of all building mounted Deaiership
Identification Sign structure to ensure that the installation conforms to the
applicable Program Specificatio.ns. If an installation does not conform to the
Program Specifications, or is of less than first-class workmanship, GM-DI may
debit PLASTI-LINE account in an amount equal to the amount of the invoice(s)
previously paid by GM-DI for the installation of the Dealership Identification
Sign in question. PLASTI-LINE shall thereafter immediately correct whatever
portion of the work that is substandard at PLASTI-LINE sole expense and may then
re invoice GM-DI in the amount previously debited.
17. NON-PROGRAM SIGN REMOVAL
17.01 In the event the dealer insists a non-program sign be removed or a
local code dictates such, in order to secure a permit for a GM-DI sign, the
subcontractor shall quote the cost of such removal to the dealer for his
approval. Upon approval, the subcontractor shall invoice the dealer directly.
17.02 PLASTI-LINE shall obliterate from each sign removed, whether hauled
away or not, all names, trademarks and service marks of General Motors
Corporation, its divisions, subsidiaries or affiliated corporations, and shall
paint out any sign or signs as indicated on the Exhibit "H."
18. REMOVALAND REMANUFACTURE
18.01 GM-DI may from time to time order the removal of previously installed
Deaiership Identification Signs or component parts thereof from specified
dealership locations. Such removals shall be authorized by GM-Dl's issuance of a
valid purchase order release.
18.02 All such Dealership Identification Signs or component parts are to be
removed from the dealership location within twenty-one days of PLASTI-LINE
receipt of the Durchase order release. PLASTI-LINE shall submit to GM-DI before
and ~er photographs evidencing the fact that such Dealership Identification
Signs or component parts were removed. PLASTI-LINE shall return the Dealership
Identification Signs or component parts to PLASTI- LINE plant w~thin~forty fve
(45) days of PLASTI-LINE 's receipt of the purchase order release unless
otherwise instructed in writing by GM-DI.
18.03 After PLASTI-LINE returns any such Dealership Identification Signs or
component parts thereof to its plant, PLASTI-LINE shall place such signs into
one of the following classes:
Class I Field Return Signs Never Installed
Class II Complete disassembly and remanufacture
Upon completion of the foregoing, PLASTI-LINE may commence "re manufacturing"
Class II signs. Class II signs shall be defined in accordance with the
definition of "returned goods."
18.04 PLASTI-LINE shall use Dealership Identification Signs or component
parts which have been returned from the fieid in every instance where GM-DI has
placed orders which specify that model of Dealer Identification signs or
component parts; provided, however, that PLASTI-LINE shall not use any such
component parts in its fabrication of sign boxes for new Dealership
Identification Signs.
18.05 Class I Dealership Identification Signs, Replacement Faces, and/or
Component Parts, returned to PLASTI-LINE 's plant under this Section shall be
deemed the property of PLASTI-LINE. Upon return of Class I Dealership
Identification Signs, Replacement Faces, and/or Component Parts to Supplier's
plant, PLASTI-LINE shall refund to GM-DI the sale price for such materials and
shall xxxx GM-DI for the actual costs incurred by PLASTI-LINE in shipping said
materials to the installation site and in returning said materials to
PLASTI-LINE's plant.
18.06 In lieu of having PLASTI-LINE return previously installed Dealership
Identification Signs or component parts to its plant, GM-DI may instruct
PLASTI-LINE to scrap certain materials in the field. Any such items authorized
by GM-DI to be scrapped shall, at no additional expense to GM-DI, be cut or
broken apart in at least two pieces, rendering such items unusable. All monies
derived by PLASTI-LINE from such scrapped items shall be forwarded to GM-DI.
PLASTI-LINE shall submit a notarized Destruction Certificate and photographs of
the items scrapped with any invoices submitted to GM-DI.
18.07 Returned Goods which PLASTI-LINE shall remanufacture for use in Class
II signs shall be limited to fifty percent (50%) of expected annual usage for
each specific item or category of items. At, or prior to the first of each year,
PLASTI-LINE and GM-DI shall establish the annual usage rate for specific items
or categories of Returned Goods.
19. REPLACEMENT PART ORDERS
19.01 From time to time it will be necessary for component parts or face
panels of Dealership Identification Signs to be installed at dealership
locations. Orders for the installation of such replacement component parts and
face panels shall be placed by GM-DI or other designated companies. Orders
originating from GM-DI or other designated companies shall be evidenced by the
issuance of purchase order release.
19.02 PLASTI-LINE shall complete any installation orders within forty-five
(45) days of its receipt of a purchase order r~eease. However, in the event
PLASTI-LINE c;~ ~= tive time period because of damage occurring to the component
part(s) and/or face panet~ch~ems were in transit from PLASTI-LINE plant to the
respective dealership location, GM-DI agrees to extend, for a reasonable period
the time period in which PLASTI-LINE has to complete the order, provided that,
PLASTI-LINE promptly notifies GM-DI of such damage and submits documentation
(e.g;, photographs and the xxxx of lading) to substantiate the same.
20. DEALERSHIP IDENTIFICATION SIGN RELOCATION
20.01 GM-DI may from time to time order the relocation of previously
installed Dealership Identification Signs at specified dealership locations.
Such locations shall be ordered by GM-Dl's issuance of a purchase order release.
20.02 Upon receipt of a relocation order, PLASTI-LINE shall promptly
obtain all necessary permits and/or variances to allow for the relocation of the
Desiership Identification Sign(s). PLASTI-LINE shall have thirty-five (35) days
after its procurement of the necessary permits and/or variances to effect such
relocation.
20.03 PLASTI-LINE shall relocate such Dealership Identification Signs in
accordance with the procedures set forth in pages 33 through 57 of the Program
Specifications.
21. DEALERSHIP PREMISES
21.01 During Dealership Identification Sign installation and preparation
therefor, Erector shall conduct its work so as not to interfere with the normal
conduct of business at the dealership location. In the event of a delay in
installing any Dealership Identification Sign(s), any material previously
delivered to the job site shall be removed and stored in a protected area until
work is resumed.
21.02 The Erector shall at all times keep the entire premises of the
dealership free of rubbish and debris caused by its work and its employees and,
upon completion of the work, shall leave the area broom clean and in a condition
reasonably equal to that which existed before the work commenced. Erector
cleanup shall include, but is not limited to, touch-up painting, hole patching,
roof patching, replacement of concrete, sod, shrubbery and trench filling.
Electrical trenches will be properly filled, compacted and resurfaced with
material of a like quality and nature to the surrounding area. Asphalt drives
and parking areas shall be hot- rolled patched to match the depth and surface of
existing bituminous coverings. If weather conditions prohibit hot-rolled
patching, a temporary cold patch will be allowed. Upon not)fication by
PLASTI-LINE, GM-Di will authorize a return trip when weather permits for the
proper patching at prices agreed upon by GM-DI and PLASTILINE . Should the
Erector fail to do the required cleaning, repair or restoration work,
PLASTI-LINE shall have thirty (30) days to make necessary correction(s) or GM-DI
may employ a firm directly to do the work and PLASTI-LINE shall pay the cost
thereof.
21.03 The Erector shall obtain the written approval of the Dealer before
using any explosives at the dealership location.
21.04 In the event a Dealer demands that a Dealership Identification Sign
be installed in a manner which is not in accordance with the applicable Program
Specifications, PLASTI-LINE will cease work and promptly notify GM-DI indicating
the specifics concerning the matter. GM-DI will thereafter instruct PLASTI-LINE
as to when and how to proceed with respect to such installation.
21.05 Extra precaution should be exercised by PLASTI-LINE during spring
thaw and wet seasons, to prevent damage to lawns or grassy areas. If it is
impractical to enter the site due to wet or unstable soil conditions, obtain
dealer's consent to risk damaging the area or reschedule the trip.
22. WARRANTY
22.01 PLASTI-LINE warrants that all services and products which it
furnishes to GM-DI under this Agreement shall be of good material and
workmanship and free from defects, and shall be fabricated and assembled,
manufactured, installed, and performed in accordance with plans and
specifications therefor furnished by GM-DI and appearing in the Program
Specifications. Upon receipt of a written notice to the contrary, PLASTI-LINE,
at its expense, shall promptly repair or replace such product or perform such
services so that the same shall conform to the plans and specifications
furnished by GM-DI.
Plasti-Line's obligation hereunder shall be to repair and replace warranted
items. In no event shall Plasti-Line be responsible for incidental or
consequential damages.
22.02 PLASTI-LINE further warrants, covenants and agrees that in the event
a defect appears in any Dealership Identification Sign fabricated and assembled
by PLASTI-LINE under this Agreement, or in its installation, within ten (10)
years from the date installation of said Dealership Identification Sign is
certified to GM-DI by the Erector and the Dealer, PLASTI- LINE shall, after
receiving written notice of such defect(s) from GM-DI, take all necessary
actions to correct such defect(s) without charge to GM-DI or to the Dealer.
However, PLASTI- LINE shall have no responsibility to correct any defects
appearing in (i) lamps, ballasts, time delay relays, lamp sockets and internal
sign box wiring from the low voltage side of the lead ballast attached to the
110-volt primary circuitry in such Dealership Identification Signs; or (ii) the
material(s) used to seal roof and/or wall penetrations for building mounted
Dealership Identification Signs after two (2) years from the date the
installation of such Dealership Identification Sign is certified.
22.03 PLASTI-LINE agrees that the covenants and agreements to repair set
forth in the preceding section shall also apply to any Dealership Identification
Signs re manufactured by PLASTI-LINE under this Agreement, regardless of whether
such Dealership Identification Signs were originally built and/or installed by
other firms, and to any replacement Dealership Identification Sign face panels
fabricated and assembled by PLASTI-LINE under this Agreement.
22 04 GM-DI shall take action to enforce its warranty claim(s) within four
(4) years of the ten (10) year expiration date, limiting PLASTI-LINE 's
liability to fourteen (14) years.
23. CANCELLATION OF INSTALLATION INSTRUCTIONS
23.01 GM-DI may, for any reason, cancel any purchase order releases issued
to PLASTI-LINE for Dealership Identification Sign installation prior to
PLASTI-LINE installation of such Dealership Identification Signs. In the event
GM-Di cancels any such purchase order releases, PLASTI-LINE, shall return the
sign to inventory. GM-DI will pay for the costs incurred up to the point of
order cancellation, including the actual cost of return freight, provided such
work is properly substantiated by photographs and other required documentation.
PLASTI-LINE shall not xxxx GM-DI for cost of said sign.
23.02 With respect to any face panels from Class I Dealership
Identification Signs returned to PLASTI-LINE plant, PLASTI-LINE shall maintain
such face panels without charge to GM-DI. PLASTI-LINE may, however, dispose of
those face panels which contain a desiersnip name upon them. PLASTI-LINE can
then xxxx GM-DI for the panels that were disposed.
24. WAIVER OF LIENS OR OTHER INTEREST(S)
24.01 PLASTI-LINE hereby waives the benefits of the mechanic's lien laws
of the state in which any Dealership Identification Signs being fabricated,
assembled, installed, serviced and repaired are located. PLASTI-LINE agrees to
procure a waiver of any claim to a mechanic's lien which any Subcontractor may
have or might acquire as a result of work done under this Agreement from such
Subcontractor before final payment by GM-DI. PLASTI-LINE agrees to retain a copy
of any such waiver for a period of six (6) years. Should PLASTI-LINE fail to
procure such a waiver, PLASTI-LINE shall promptly advise GM-DI of this fact. In
the event a lien or claim is filed, PLASTI-LINE shall, at its expense, procure a
bond to indemnify GM- DI against such all lien and/or claim made by such
Subcontractor relating to the Dealership Identification Signs and their
installation.
24.02 In addition to the foregoing, PLASTI-LINE hereby waives, releases
and disclaims any interest in or to the Dealership Identification Signs or
replacement parts fabricated, assembled, manufactured, installed, serviced and
repaired by it under this Agreement, and agrees that its only right with respect
to such Dealership Identification Signs or replacement parts is to receive
payment for their fabrication, assembly, manufacture, installation, service and
repair in accordance with the provisions of this Agreement.
25. BUYER'S ORIGINAL INVENTORY
25.01 Upon acceptance of this agreement, GM-DI may require that PLASTILINE
purchase from GM-DI and/or supplier(s) to GM-DI, quantities of raw materials,
work in process, finished goods and other sign components (Original Inventory)
which PLASTILINE shall use in the performance of its obligations under this
Agreement. Said Inventory shall be the sole property of the PLASTI-LINE and
GM-DI shall have no financial responsibility or obligation with respect to said
Inventory except that:
In the event of termination of this Agreement by GM-Di within the twelve (12)
month period immediately following commencement of the Agreement, GM-DI shall
pay to PLASTI-LINE the actual costs of the remaining quantity of the Original
Inventory which PLASTI-LINE purchased at the commencement of the Agreement.
Upon expiration of the twelve (12) month period immediately following
commencement of the Agreement, GM-DI shall have no obligation to pay to
PLASTI-LINE any costs incurred by PLASTI-LINE in acquiring, storing or disposing
of any portion of the Original Inventory.
25.02 PLASTI-LINE shall coordinate its orders for materials and its use of
Original Inventory items in the fabricating and assembling of said Dealership
identification Signs and replacement parts therefor with current orders of
GM-DI. PLASTI-LINE shall be responsible for the correct usage of such materials.
26. STORAGE
26.01 PLASTI-LINE shall provide adequate storage for any GM-DI property.
This is currently estimated to be 20,000 square feet with 20 foot high clearance
for 15,000 square feet of the total 20,000 square feet.
27. TOOLING
27.01 From time to time GM-DI may request that PLASTI-LINE produce, or
procure from third parties, at mutually agreed upon prices, tools, gauges,
molds, dies, hxtures, patterns and similar items ("Tooling"). After approval of
designs for any Tooling, and after approval of production parts manufactured
with the Tooling, PLASTI-LINE may invoice GM- DI for such Tooling.
27 02 Any Tooling purchased by GM-DI under this Section shall be clearly
and conspicuously marked as the property of GM-DI, and PLASTI-LINE shall not
commingle the Tooling with its property or that of any third party.
27.03 PLASTI-LINE shall, at its expense, maintain the Tooling in proper
repair and working condition, and make any and all necessary replacements of the
Tooling. However, in the event any changes, adjustments or mod)fications to the
Tooling are necessary because of GM-DI-mandated design changes in the graphics
for Dealership Identification Sign faces, GM-DI agrees to pay PLASTI-LINE, at
mutually agreed upon prices, for all changes, adjustments or mod)fications to
the Tooling necessitated by such design changes.
27.04 In the event that PLASTI-LINE has possession of the Tooling at the
expiration of this Agreement, PLASTi-LINE agrees to store the Tooling, at no
expense to GM-DI, for a period not to exceed six (6) months: and upon GM-Dl's
request, PLASTI-LINE shall deliver the Tooling, properly prepared and packaged
for shipment to any location designated by GM-DI, F.O.B. PLASTI-LINE plant dock,
in which event GM-DI shall pay PLASTI-LINE for any costs incurred in preparing
the Tooling for shipment at PLASTI-LINE Cost.
27.05 In the event of Program termination, PLASTI-LINE shall destroy the
Tooling if requested in writing to do so by GM-DI, in which event GM-DI shall
pay PLASTILINE for PLASTI-LINE Costs incurred in destroying the Tooling at
PLASTI-LINE
27.06 Any Tooling purchased by GM-DI under this Section which thereafter
remains in the possession of PLASTI-LINE shall be retained by PLASTI-LINE upon
and subject to the terms and conditions of the Bailment Agreement and shall be
deemed to be "Bailed Property" as such term is used therein.
28. MACHINERY AND RELATED TOOLING
28.01 GM-DI shall furnish to PLASTI-LINE the machinery and toolinq listed
and identified in Exhibits M and N attached hereto (the "Machinery and
Tooling").
28.02 Unless otherwise authorized in writing by GM-DI, PLASTI-LINE shall
not use the Machinery and Tooling for any purpose(s) other than the performance
of its obligations to GM-DI under this Agreement.
28.03 PLASTI-LINE shall periodically inspect the Machinery and Tooling,
and shall, at its expense, provide normal maintenance for, (e.g., cleaning,
lubrication, sharpening of dies), and make minor repairs to, the Machinery and
Tooling in order to keep it in proper repair and working condition.
28.04 GM-DI shall be responsible for the cost of major repair to, or for
the cost of replacing, the Machinery and Tooling necessitated by normal wear and
tear, unless such repair or replacement cost arose from or was caused by (i)
PLASTI-LINE 's improper use or maintenance of the Machinery and Tooling, (ii)
PLASTI-LINE 's use of the Machinery and Tooling for purposes other than the
performance of its obligations under this Agreement, and/or (iii) vandalism, in
which events PLASTI-LINE shall be responsible for such repair or replacement
costs.
28.05 In the event that major repairs are necessary and PLASTI-LINE
believes that such repair is the responsibility of GM-DI, PLASTI-LINE shall
promptly notify GM-DI as to (i) the condition of the Machinery and Tooling, (ii)
the cause of the breakdown or damage, (iii) the amount of work necessary to make
the repair(s) and (iv) the estimated cost of such repairs Thereafter, GM-Di
shall inspect the Machinery and Tooling and shall issue written instructions to
PLASTI-LINE on how to proceed. In the event GM-DI authorizes PLASTI-LINE to make
the necessary repairs, GM-DI shali reimburse PLASTILINE for its actual costs
incurred in making such repairs.
28.06 To the maximum extent practicable, the Machinery and Tooling shall
be located in the same area of PLASTI-LINE 's plant, and shall be clearly
identified as the property of GM-DI.
28.07 Seller shall bear all risks of loss or damage to the Machinery and
Tooling while such items are in the possession or custody of PLASTI-LINE .
28.08 In the even PLASTI-LINE has possession of the Machinery and Tooling
at the expiration of this Agreement, PLASTI-LINE agrees to store the Machinery
and Tooling, at no expense to GM-DI, for a period not to exceed six (6) months;
and upon GM-Dl's request, PLASTI- LINE shall deliver the Machinery and Tooling
properly prepared and packaged for shipment to any location designated by GM-DI,
FOB PLASTI-LINE 's plant dock, in which event GM-DI shall pay PLASTI-LINE for
any costs incurred in preparing the Machinery and Tooling for shipment at
~PLASTI-LINE 's Cost" as such term is defined in this Agreement.
28.09 The Machinery and Tooling furnished to PLASTI-LINE under this
Agreement shall be held by PLASTI-LINE upon and subject to the terms and
conditions of the "Bailment Agreement", dated as of February 24, 1997, by and
between GM-DI and PLASTI- LINE, and shall be deemed to be "Bailed Property" as
such term is used therein.
29. ENGINEERING DRAWINGS AND SPECIFICATIONS
29.01 PLASTI-LINE shall hold and maintain all engineering drawings and/or
specifications condifential, and shall not disclose any such information to any
person or entity without GM-Dl's written consent, except as required to furfill
PLASTI-LINE's obligations under the terms of this Agreement.
29.02 PLASTI-LINE agrees not to use the engineering drawings and/or
specifications for any purposes other than those directed by GM-DI.
30. SELLER'S INVENTORY
PLASTI-LINE shall coordinate its orders for materials it uses in the
fabricating and assembling of said Dealership Identification Signs and
replacement parts therefor with current orders of GM-DI, and PLASTI-LINE shall
be responsible for ordering the correct amount of such materials to efficiently
run their operations.
31. MAINTENANCE OF DEALERSHIP IDENTIFICATION SIGNS
GM-DI shall provide maintenance on the Dealership Identification Signs
installed hereunder in accordance with the maintenance specifications set forth
in the program Specifications. GM-DI may contract such maintenance to
PLASTI-LINE or such other qualified firms as GM-DI may from time to time select.
32. FAILURE TO MEET ESTABLISHED TIME PERIODS
32.01 In the event PLASTI-LINE fails to install, remove, or relocate
Dealership Identification Signs, face panels, or component parts within
established time periods, and any extensions thereof, excluding delays resulting
from factors which are beyond the control of PLASTI-LINE, PLASTI-LINE shall,
when requested by GM-DI, reduce the sale price to GM-DI for the products and/or
services. If such work is to be performed at the expense of PLASTI-LINE,
PLASTI-LINE shall pay to GM-DI a fee for the inconvenience caused by
PLASTI-LINE's failure to meet the established time period.
32.02 The price reduction shall equal the percentage resulting when the
number of days between the date of the purchase order release and the date of
completion of the order, less the established time period, is compared to the
established time period.
32.03 The fee for inconvenience for work done at the expense of PLASTILINE
shall be calculated by multiplying the normal sales price for the work being
done, by the number of days late divided by the established time period.
32.04 The total price reduction or fee for inconvenience to which GM-DI is
entitled under the terms of this section shall be limited to, the lesser of the
sales price of the item or $2,500 on new installations and $500 on replacement
parts, relocations and removals (maximum consequential damage fee, see Exhibit
A1). Such price reduction or fee for inconvenience shall be GM-Dl's sole and
exclusive remedy under the terms of this section.
32.05 If in the opinion of GM-DI, PLASTI-LINE demonstrates an inability to
meet the established time periods, GM-DI shall allow PLASTI-LINE a period of
time which, in the opinion of GM-DI, is suffcient to correct such
non-performance. If by the end of this period PLASTI-LINE is unable to correct
the non-performance, GM-DI shall notify PLASTI-LINE of GM- Dl's intent to
exercise its rights under Section 32.01. After such notice, the terms of Section
32.01 shall apply only to orders issued after the date of said notice. In
exercising its rights under Section 32.01, GM-DI shall provide to PLASTI-LINE a
listing of the orders which are subject to the terms of Section 32.01 and shall
allow PLASTI-LINE ten (10) days in which to identify any circumstances, in each
case, that were beyond the control of PLASTI-LINE. Until the validity of such
factors is determined by the parties, the consequential damage fee shall not be
invoked. Thereafter, GM-DI shall have the right to debit the account of
PLASTI-LINE for the amounts determined to be due to GM-DI, as a consequential
damage fee. under the terms of Section 32.01.
32.06 in the event GM-DI must waive collection of any rental payment(s) on
a Dealership Identification Sign because of the failure by PLASTI-LINE to
install, remove, or relocate Dealership Identificat~on Signs, face panels, or
component parts within established time periods, and any extensions thereof,
GM-DI may issue a debit to PLASTILINE 's account in an amount equal to the
amount of the rent reasonably waived by GM-DI based on the number of days
between the date of the purchase order release and the date of completion of the
order, less the established time period.
32.07 GM-DI may elect to invoke either Section 32.01 or Section 32.06 but
only one section may be applied to each order.
33. CONTRACT ADMINISTRATION
33.01 There are no other agreements or understandings, oral or written,
between the parties affecting this Agreement or the subject matter hereof except
as provided for or referred to herein. The Terms and Conditions appearing on the
face and reverse side of the Purchase Order(s) of GM-DI issued hereunder shall
be construed to the extent possible, as consistent with the provisions of this
Agreement and as cumulative. However, in the event such a construction is
unreasonable, the provisions of this Agreement shall control.
33.02 In the event PLASTI-LINE believes that any instructions issued by
GM-DI during the term o, this Agreement are in conflict with the provisions of
this Agreement, or affect the prices paid by GM-DI to PLASTI-LINE for work
performed under this Agreement, PLASTI-LINE shall promptly notify GM-DI in
writing. Thereafter, should GM-DI determine that a change is required in any of
the provisions of this Agreement or any prices paid to PLASTI-LINE hereunder,
GM-DI shall issue an appropriate amendment which details the necessary change(s)
and/or increased or decreased price(s). In no event, however, shall any such
amendment(s) render void this Agreement; and no claim by PLASTI-LINE for any
change to this Agreement or for any change in the prices paid for work performed
under this Agreement shall be valid unless done in pursuance of a written order
from GM-DI.
34. RIGHT TO AUDIT
PLASTI-LINE shall maintain and keep a proper and adequate system of books
of accounts and records in accordance with generally accepted accounting
principles and business methods so as to show accurately and completely all
expenditures or costs concerning the fabrication. assembly, manufacture,
refurbishment, shipment and erection of Dealership Identihcation Signs and
replacement parts and other activities for and on behalf of GM-DI. PLASTI-LINE
further agrees to permit General Motors Corporation, GM-DI Leasing Corporation,
their accountants, authorized representatives, and others who need to know to
examine and copy upon request during normal business hours all books and records
of PLASTI-LINE in any way pertaining to such expenditures or costs. PLASTI-LINE
shall preserve such records for at least six (6) years after the close of the
calendar year to which they relate. GM-DI shall maintain such information
confidential and shall not disclose any such information to any other person or
entity without Plasti-Line's written consent.
35. AFFIRMATIVE ACTION COMPLIANCE PROGRAM
PLASTI-LINE certifies that it has developed and presently has in full
force and effect a written afffirmative action compliance program in accordance
with the requirements set forth in Title 41, part 60-1 Obligations of
Contractors and Subcontractors, Section 60- 1.40, of the Code of Federal
Regulations, effective July 1, 1968, as amended.
36. EEO INFORMATION REPORT
PLASTI-LINE certifies that EEO -1, Standard Form 100 promulgated jointly
by the Office of Federal Contract Compliance and the Equal Employment
Opportunity Commission has been and is being filed in accordance with the
requirements set forth in Title 41, part 60-1 Obligations of Contractors and
Subcontractors, Section 60-1.7, of the Code of Federal Regulations, effective
July 1, 1968, as amended.
37. NOTIFICATION OF EQUAL EMPLOYMENT OPPORTUNITY POLICY
It is the policy of GM-DI to extend employment opportunities to qualified
applicants and employees on an equal basis regardless of an individual's age,
race, color, sex, religion or national origin. GM-DI requests that its
subcontractors, vendors and PLASTI-LINE take appropriate action with respect to
implementation of their own equal employment opportunity policies.
38. TERMINATION AT OPTION OF BUYER
38.01 Performance of work under this Agreement or any purchase order
releases may be terminated by GM-DI at its option, in whole or in part, at any
time upon giving thirty (30) days' prior written notice of termination to
PLASTI-LINE . Performance of work under this Agreement or any purchase order
releases may be terminated by PLASTILINE at its option, in whole but not in
part, at any time upon giving thirty (30) days' prior written notice of
termination to GM-DI. Such rights of termination shall exist notwithstanding the
existence of any of the Terms and Conditions of GM-Dl's Purchase Order(s) issued
hereunder.
38.02 After receipt of a notice of termination PLASTI-LINE shall, unless
otherwise directed by GM-DI, immediately terminate all work under this Agreement
or any purchase order releases and shall, unless directed by GM-DI, (1)
terminate all orders and subcontracts relating to the performance of the work
terminated by the notice of termination; (2) settle all claims arising out of
such termination of orders and subcontracts, provided, however, GM-DI shall have
no liability with respect to any penalty or liquidated damages clause in any
subcontract or order between PLASTI-LINE and any third party unless PLASTI-LINE
shall have obtained GM-Dl's prior written approval of any such clause; (3)
transfer title (where applicable) and deliver to GM-DI (when directed to do so
by GM-DI) (i) all completed work which conforms to the requirements of this
Agreement or any purchase order releases and (ii) all reasonable quantities of
work-in-process and materials produced or acquired with respect to the
performance of the work terminated which are of a type and quality suitable for
producing items or services which conform to the requirements of this Agreement
or any purchase order releases and which cannot reasonably be used by
PLASTI-LINE in producing such items or services~for itself or for its other
customers; (4) take all action necessary to protect property in PLASTI-LINE's
possession in which GM-DI has or may acquire an interest; (5) submit to GM-DI
promptly, but not later than ninety (90) days from the effective date of
termination [thirty (30) days in the case of partial termination] its
termination claim; provided, however, that in the event of failure of
PLASTI-LINE to submit its termination claim within such period, GM-DI may
determine, notwithstanding the
provisions of the following section of this Section, on the basis of information
available to it, the amount, if any, due PLASTI-LINE with respect to the
termination, and such determination shall be final. GM-DI, or its agents, shall
have the right to audit and examine all books, records, facilities, work,
material, inventories, and other items relating to any termination claim of
PLASTI-LiNE .
38.03 After termination by GM-DI under this Section, GM-DI shall pay to
PLASTI-LINE the following amounts without duplication: (1) the price for all
items or services which have been completed in accordance with this Agreement or
any purchase order releases not previously paid for, (2) the actual costs of
work-in-process and raw materials incurred by PLASTI-LINE in furnishing the
items or services under this Agreement or any purchase order releases to the
extent such costs are reasonable in amount and are properly allocable or
apportionable under generally accepted accounting practices to the terminated
portion of this Agreement, including the actual cost of work-in-process and
materials delivered to GM-DI in accordance with the preceding section of this
Section and including the reasonable cost of discharging liabilities which are
so allocable or apportionable; less, however, (i) the reasonable value or cost
(whichever is higher) of any items used or sold by PLASTI-LINE without GM-Dl's
consent, (ii) the agreed value of any items used or sold by PLASTI-LINE with
GM-Dl's consent, and (iii) the cost of any defective, damaged or destroyed work
or material. GM-DI agrees to pay PLASTI-LINE either (x) its actual inventory
costs for acrylic plastic, aluminum extrusions, ballasts, lamps, cladding,
columns, base covers, and sign box frames or (y) the actual amount of such
inventory material which would be required to complete the equivalent of product
orders during the six (3) months prior to termination, whichever is less.
Payments made under this Section shall not exceed the aggregate price(s)
specified in this Agreement, less payments otherwise made or to be made. In no
event shall GM-DI be liable for, and GM-DI shall make no payment to PLASTI-LINE
directly or on account of, claims by PLASTI-LINE's subcontractors, with respect
to loss of anticipated profit, unabsorbed overhead, interest on claims arising
from termination of this Agreement or any purchase order releases, facilities
and equipment rearrangement costs or rental, unamortized depreciation costs, and
general and administrative burden charges, with respect to any items or work
terminated by PLASTILINE pursuant to this Section.
38.04 The provisions of this Section shall not apply if GM-DI cancels this
Agreement or any purchase order releases because of a material breach by
PLASTI-LINE of its obligations hereunder or for any other cause allowed by law
or under this Agreement.
38.05 Upon termination of the Agreement, PLASTI-LINE shall, if requested
by GM-DI deliver the materials, properly prepared and packaged for shipment, to
any location designated by GM-DI, F.O.B. PLASTI-LINE plant dock, in which event
GM-DI shall pay PLASTI- LINE for any costs incurred in preparing the materials
for shipment at PLASTILINE cost.
39. MOST FAVORED NATION
During the contract period, PLASTI-LINE shall offer GM-DI the lowest
prices and highest quality services compared to those offered to others for like
producVmaterial. If PLASTI- LINE does not offer GM-DI the lowest prices compared
to those offered to others, PLASTI-LINE will compensate GM-DI through a rebate
and /or credit.
40. SPECIFICATIONS OR SOURCING IMPROVEMENTS
40.1 GM-DI expects PLASTI-LINE will utilize modern technology to produce a
"world class" product, i.e., signs competitive in quality with similar product
produced anywhere and at cost competitive with costs of other domestic sign
manufactures.
40.02 In the event GM-DI reasonably determines that PLASTI-LINE is not
competitive as to quality as herein provided, GM-DI shall notify PLASTI-LINE in
writing specifying the reason for this determination that PLASTI-LINE is
non-competitive. PLASTILINE shall have thirty (30) days following such notice,
in which to advise GM-DI of its efforts to achieve "world class" quality. If
after an additional thirty (30) days "world class" quality has not been
achieved, then GM-DI may at its option, terminate this agreement in accordance
with the termination provision of this agreement.
40.03 In an effort to maintain "world class" product GM-DI and PLASTILINE
will coordinate their resources to develop product and service improvements.
Before implementing the improvements and/or perceived cost savings ideas, GM-DI
and PLASTILINE will jointly review the proposed improvements prior to enactment.
40.04 PLASTI-LINE shall notify GM-DI within thirty (30) days of
implementation of any specification changes, sourcing changes or other
improvements in the program resulting in cost savings. Such changes and/or
improvements in the program resulting in cost savings will be shared as follows:
GM-DI recommendations will result in 90% of the savings passed on to GM-DI.
Joint recommendations will result in 50% of the savings passed on to GM-DI.
41. PROTOTYPES
Occasionally, PLASTI-LINE will be asked to provide prototypes. The
prototypes consist primarily of faces although other items may be included.
Pricing for any prototype work will be consistent with the comparable components
of the normal program pricing.
42. APPLICABILITY TO OTHER AGREEMENTS
GM-DI and PLASTI-LINE agree that, for purposes of the Bailment Agreement
and the Service Agreement, this Agreement shall be deemed to be a "Supply
Agreement" as such is used therein.
43. WAIVERS
The failure of either party hereto at any time to require performance by
the other party of any responsibility or obligation hereuhder shall in no way
affect this full right to require such performance at any time thereafter. Nor
shall the waiver by either party of a breach of any provision hereof constitute
a waiver of any succeeding breach of the same or any such provisions nor
constitute a waiver of the responsibility or obligation itself.
44. REMEDY OF DEFAULT
In the event PLASTI-LINE defaults in the performance of any of its
obligations under this Agreement, or if PLASTI-LINE breaches any of its
covenants contained in this Agreement, GM-DI may, at its option, remedy any such
default or breach and charge PLASTI- LINE therefor.
45. NON-ASSIGNMENT
PLASTI-LINE shall not assign or transfer this Agreement, nor may
PLASTILINE transfer or assign any right or transfer or delegate any obligation
or responsibility under this Agreement without the prior written permission of
GM-DI.
46. GOVERNING LAW
This Agreement shall be governed and construed according to the laws of
the State of Michigan. However, if any provision of this Agreement contravenes
any applicable law, then such provision shall be deemed reformed or deleted, but
only to the extent necessary to comply with any such applicable law, and the
remaining provisions of this Agreement shall remain in full force and effect.
47. NOTICES
Any notices permitted or required to be given by either party under or in
connection with this Agreement shall be in writing and shall be deemed duly
given when personally delivered or sent by mail as follows:
TO SELLER: Plasti-Line Inc
000 Xxxx Xxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000
TO BUYER: GM-DI Leasing Corporation
0000 Xxxx Xxxxx Xxxx.
Xxxxxxx, Xxxxxxxx 00000
48 TERM
48.01 The effective date of this Agreement is the date first appearing on the
first page hereof. This Agreement shall expire January 1, 2004, except that all
work described on all purchase order releases issued by GM-DI on or before that
date shall be completed by PLASTI-LINE, INC., in due course under this
Agreement. GM-DI shall pay actual freight cost on all orders released prior to
January 1, 2004, but shipped after that date at PLASTI-LINE's Cost without
Xxxx-Up, provided PLASTI-LINE provides documentation substantiating such freight
costs.
48.02 GM-DI shall issue written instructions to PLASTI-LINE on or before July
1, 2003, indicating GM-Dl's intentions with respect to transactions between the
parties subsequent to the expiration of this contract.
48.03 In the event GM-DI makes known its desire either to let the Agreement
expire, to invite competitive bids, or to negotiate an on-going contract with
PLASTi-LINE, PLASTI-LINE shall then coordinate its inventories accordingly.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate as of the day and year appearing on the first page hereof.
PLASTI-LINE, INC.
In the presence of
/s/ Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxx
Witness Chief Executive Officer
/s/ Xxxxx Xxxxx Attest: /s/ Xxxx X.Xxxxxxxx
Witness Vice-President of Finance
GM-DI LEASING CORPORATION
In the presence of:
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx Xxxxxx
Witness President of GM-DI
/s/ J. Lagustrom Attest: /s/ Xxxx X. Xxxxxxxx
Witness Asst. Secretary
