EXHIBIT 10.18
TOYOTA DEALER AGREEMENT
This is an Agreement between Gulf States Toyota, Inc. (DISTRIBUTOR), and
Escude-T, L.L.C. (DEALER), a(n) [_] individual, [_] partnership, [_]
corporation. If a corporation, DEALER is duly incorporated in the State of
Delaware and doing business as Xxxx Xxxxxx Toyota.
PURPOSES AND OBJECTIVES OF THIS AGREEMENT
DISTRIBUTOR sells Toyota Products which are manufactured or approved by Toyota
Motor Corporation (FACTORY) and imported and/or sold to DISTRIBUTOR by Toyota
Motor Sales, U.S.A., Inc. (IMPORTER). It is of vital importance to DISTRIBUTOR
that Toyota Products are sold and serviced in a manner which promotes consumer
confidence and satisfaction and leads to increased product acceptance.
Accordingly, DISTRIBUTOR has established a network of authorized Toyota dealers,
operating at approved locations and pursuant to certain standards, to sell and
service Toyota Products. DEALER desires to become one of DISTRIBUTOR's
authorized dealers. Based upon the representations and promises of DEALER, set
forth herein, DISTRIBUTOR agrees to appoint DEALER as an authorized Toyota
dealer and welcomes DEALER to DISTRIBUTOR's network of authorized dealers of
Toyota Products.
This Agreement sets forth the rights and responsibilities of DISTRIBUTOR as
seller and DEALER as buyer of Toyota Products. DISTRIBUTOR enters into this
Agreement in reliance upon DEALER's integrity, ability, assurance of personal
services, expressed intention to deal fairly with the consuming public and with
DISTRIBUTOR, and promise to adhere to the terms and conditions herein. Likewise,
DEALER enters into this Agreement in reliance upon DISTRIBUTOR's promise to
adhere to the terms and conditions herein. DISTRIBUTOR and DEALER shall refrain
from conduct which may be detrimental to or adversely reflect upon the
reputation of the FACTORY, IMPORTER, DISTRIBUTOR, DEALER or Toyota Products in
general. The parties acknowledge that the success of the relationship between
DISTRIBUTOR and DEALER depends upon the mutual understanding and cooperation of
both DISTRIBUTOR and DEALER.
I. RIGHTS GRANTED TO THE DEALER
Subject to the terms of this Agreement, DISTRIBUTOR hereby grants
DEALER the non-exclusive right:
A. To buy and resell the Toyota Products identified in the Toyota
Product Addendum hereto which may be periodically revised by
IMPORTER;
B. To identify itself as an authorized Toyota dealer utilizing
approved signage at the location(s) approved herein;
C. To use the name Toyota and the Toyota marks in the
advertising, promotion, sale and servicing of Toyota Products
in the manner herein provided.
DISTRIBUTOR reserves the unrestricted right to sell Toyota Products and
to grant the privilege of using the name Toyota or the Toyota Marks to
other dealers or entities, wherever they may be located.
II. RESPONSIBILITIES ACCEPTED BY THE DEALER
DEALER accepts its appointment as an authorized Toyota dealer and
agrees to:
A. Sell and promote Toyota Products subject to the terms and
conditions of this Agreement;
B. Service Toyota Products subject to the terms and conditions of
this Agreement;
C. Establish and maintain satisfactory dealership facilities at
the location(s) set forth herein; and
D. Make all payments to DISTRIBUTOR when due.
III. TERM OF AGREEMENT
This Agreement is effective this 14th day of April, 2000, and shall
continue for a period of two (2) years, and shall expire on April 13,
2000, unless ended earlier by mutual agreement or terminated as
provided herein. This Agreement may not be continued beyond its
expiration date except by written consent of DISTRIBUTOR and IMPORTER.
IV. OWNERSHIP OF DEALERSHIP
This Agreement is a personal service Agreement and has been entered
into by DISTRIBUTOR in reliance upon and in consideration of DEALER's
representation that only the following named persons are the Owners of
DEALER, that such persons will serve in the capacities indicated, and
that such persons are committed to achieving the purposes, goals and
commitments of this Agreement:
OWNERS' PERCENT OF
NAMES TITLE OWNERSHIP
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Xxxxxx Automotive Arkansas Holding Company 100%
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Dealership Holdings, L.L.C.
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-------------------------------- -------------------- ------------
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V. MANAGEMENT OF DEALERSHIP
DISTRIBUTOR and DEALER agree that the retention of qualified management
is of critical importance to satisfy the commitments made by DEALER in
this Agreement. DISTRIBUTOR, therefore, enters into this Agreement in
reliance upon DEALER's representation that Xxxx X. Xxxxxxxxx, and no
other person, will exercise the function of General Manager, be in
complete charge of DEALER's operations, and will have authority to make
all decisions on behalf of DEALER with respect to DEALER's operations.
DEALER further agrees that the General Manager shall devote his or her
full efforts to DEALER's operations.
VI. CHANGE IN MANAGEMENT OR OWNERSHIP
This is a personal service contract. DISTRIBUTOR has entered into this
Agreement because DEALER has represented to DISTRIBUTOR that the Owners
and General Manager of DEALER identified herein possess the personal
qualifications, skill and commitment necessary to ensure that DEALER
will promote, sell and service Toyota products in the most effective
manner, enhance the Toyota image and increase market acceptance of
Toyota Products. Because DISTRIBUTOR has entered into this Agreement in
reliance upon these representations and DEALER's assurances of the
active involvement of such persons in DEALER operations, any change in
ownership, no matter what the share or relationship between parties, or
any changes in General Manager from the person specified herein,
requires the prior written consent of DISTRIBUTOR, which DISTRIBUTOR
shall not unreasonably withhold.
DEALER agrees that factors which would make DISTRIBUTOR's withholding
of consent reasonable would include, without limitation, the failure of
a new Owner or General Manager to meet DISTRIBUTOR's standards with
regard to financial capability, experience and success in the
automobile dealership business.
VII. APPROVED DEALER LOCATIONS
In order that DISTRIBUTOR may establish and maintain an effective
network of authorized Toyota dealers, DEALER agrees that it shall
conduct its Toyota operation only and exclusively in facilities and at
locations herein designated and approved by DISTRIBUTOR. DISTRIBUTOR
hereby designates and approves the following facilities as the
exclusive location(s) for the sale and servicing of Toyota Products and
the display of Toyota Marks:
NEW VEHICLE SALES AND SHOWROOM USED VEHICLE DISPLAY AND SALES
------------------------------ ------------------------------
000 X-00 X. Xxxxxxxx Xxxx 000 X-00 X. Xxxxxxxx Xxxx
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
SALES AND GENERAL OFFICE BODY AND PAINT
------------------------ --------------
000 X-00 X. Xxxxxxxx Xxxx
Xxxxxxx, XX 00000 N/A
PARTS SERVICE
----- -------
000 X-00 X. Xxxxxxxx Xxxx 000 X-00 X. Xxxxxxxx Xxxx
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
OTHER FACILITIES
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DEALER may not, either directly or indirectly, display Toyota Marks or
establish or conduct any dealership operations contemplated by this
Agreement, including the display, sale and servicing of Toyota
Products, at any location or facility other than those approved herein
without the prior written consent of DISTRIBUTOR. DEALER may not modify
or change the usage or function of any location or facility approved
herein or
otherwise utilize such locations or facilities for any functions other
than the approved function(s) without the prior written consent of
DISTRIBUTOR.
VIII. PRIMARY MARKET AREA
DISTRIBUTOR will assign DEALER a geographic area called a Primary
Market Area ("PMA"). The PMA is sued by DISTRIBUTOR to evaluate
DEALER's performance of its obligations, among other things. DEALER
agrees that it has no exclusive right to any such PMA. DISTRIBUTOR may
add new dealers, relocate dealers, or adjust DEALER's PMA as it
reasonably determines is necessary. DEALER's PMA is set forth on the
PMA Addendum hereto.
Nothing contained in this Agreement, with the exception of SECTION
XIV(B), shall limit or be construed to limit the geographical area in
which, or the persons to whom, DEALER may sell or promote the sale of
Toyota products.
IX. STANDARD PROVISIONS
The "
Toyota Dealer Agreement Standard Provisions" are incorporated
herein and made part of this Agreement as if fully set forth herein.
X. ADDITIONAL PROVISIONS
In consideration of DISTRIBUTOR's agreement to appoint DEALER as an
authorized Toyota dealer, DEALER further agrees:
1. Attached hereto and incorporated herein is a document entitled
addendum to paragraph X.
XI. EXECUTION OF AGREEMENT
Notwithstanding any other provision herein, the parties to this
Agreement, DISTRIBUTOR and DEALER, agree that this Agreement shall be
valid and binding only if it is signed:
A. On behalf of DEALER by a duly authorized person;
B. On behalf of DISTRIBUTOR by the President and/or an authorized
General Manager, if any, of DISTRIBUTOR; and
C. On behalf of IMPORTER, solely in connection with its limited
undertaking herein, by President of IMPORTER.
XII. CERTIFICATION
By their signatures hereto, the parties agree that they have read and
understand this Agreement, including the Standard Provisions
incorporated herein, are committed to its purposes and objectives and
agree to abide by all of its terms and conditions.
Escude-T, L.L.C. d/b/a Xxxx Xxxxxx Toyota DEALER
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(Dealer Entity Name)
Date: 1-06-2000 By: /s/ Xxxx X. Xxxxxx PRESIDENT
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Signature Title
Date: By:
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Signature Title
Date: By:
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Signature Title
Gulf States Toyota, Inc. DISTRIBUTOR
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(Distributor Name)
Date: By: /s/ Xxxx X. Xxxxx PRESIDENT
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Xxxx X. Xxxxx Title
Date: By:
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Signature Title
Undertaking by IMPORTER: In the event of termination of this Agreement
by virtue of termination or expiration of DISTRIBUTOR's contract with
IMPORTER, IMPORTER, through its designee, will offer DEALER a new
agreement of no less than one year's duration and containing the terms
of the
Toyota Dealer Agreement then prescribed by IMPORTER.
TOYOTA MOTOR SALES, U.S.A., INC.
Date: Apr. 14, 2000 By: /s/ Yoshiki Inaba PRESIDENT
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Yoshiki Inaba Signature Title
