[LOGO]Ford Motor Company
Jacksonville District
Ford Sales and Service Agreement
AGREEMENT made as of the 11th day of November, 1982, by and
between Xxx Xxxxx Ford, Inc.
(Name of Entry)
a Florida Corporation
(State whether an individual, (if the latter, show name of the state
partnership or corporation) in which incorporated)
doing business as Xxx Xxxxx Ford, Inc. and with
(Trade Name)
a principal place of business at 000 Xxxxxxxxx Xxxxxx
(Xxxxxx Address)
Clearwater Pinellas Florida 33515
(CITY) (COUNTY) (STATE) (ZIP-CODE)
(hereafter called the "Dealer") and Ford Motor Company, a Delaware corporation
with its principal place of business at Dearborn, Michigan (hereinafter called
the "Company").
PREAMBLE
The purpose of this agreement is to (i) establish the Dealer as an
authorized dealer in COMPANY PRODUCTS including VEHICLES (as herein defined),
(ii) set forth the respective responsibilities of the Company in producing and
selling those products to the Dealer and of the Dealer in reselling and
providing service for them and (iii) recognize the interdependence of both
parties in achieving their mutual objectives of satisfactory sales, service and
profits by continuing to develop and retain a broad base of satisfied owners of
COMPANY PRODUCTS.
In entering into this agreement, the Company and the Dealer recognize that
the success of the Company and of each of its authorized dealers depends largely
on the reputation and competitiveness of COMPANY PRODUCTS and dealers' services,
and on how well each fulfills its responsibilities under this agreement.
It is the opinion of the Company that sales and service of COMPANY PRODUCTS
usually can best be provided to the public through a system of independent
franchised dealers, with each dealer fulfilling its responsibilities in a given
locality from properly located, adequate, well-equipped and attractive
dealerships, which are staffed by competent personnel and provided with the
necessary working capital. The Dealer recognizes that, in such a franchise
system, the Company must plan for the establishment and maintenance of the
numbers, locations and sizes of dealers necessary for satisfactory and proper
sales and service representa-
i
FD925
GEN. SALE 1-76
tion in each market area as it exists and as it develops and changes. At the
same time, the Company endeavors to provide each of its dealers with a
reasonable profit opportunity based on the potential for sales and service of
COMPANY PRODUCTS within its locality.
The Company endeavors to make available to its dealers a variety of quality
products, responsive to broad wants and needs of the buying public, which are
attractively styled, of sound engineering design and produced on a timely basis
at competitive prices. The development, production and sale of such products
require that the Company and its manufacturing sources make large continuing
investments in plants, equipment, tools and other facilities, engineering and
styling research and development, quality control procedures, trained personnel
and marketing programs. Heavy commitments must also be made in advance for raw
materials and finished parts. For purposes of making these investments and
commitments, planning production and estimating costs for setting prices, the
Company assumes in advance an estimated volume of sales for each of it products.
Within each year, it develops production schedules from basic orders submitted
by its franchised dealers for the following month and its and their best
estimates of the market for subsequent months.
In turn, each of the Company's franchised dealers makes important
investments or commitments in retail sales and service facilities and equipment,
in working capital, in inventories of vehicles, parts and accessories, and
trained sales and service personnel based on annual planning volumes for their
markets.
If satisfactory volumes for either the Company or a dealer are not
realized, each may suffer because of commitments already made and the cost of
manufacturing and of selling each product may be increased. Each month each
dealer must give the Company orders for the products needed to serve his market.
During the month each dealer should submit specific orders for products covered
by his basic order. If dealer's specific orders for any product are greater than
or different from their basic orders, the Company seeks to revise production
schedules to the extent feasible, and to allocate fairly any product in short
supply, but inevitably both the Company and its dealers suffer loss of profits
to the extent they cannot meet market demands. Thus, the automotive business is
a high risk business in which the Company, its manufacturing sources and its
dealers can succeed only through cooperative and competitive effort in their
respective areas of manufacturing, sales, service and customer satisfaction.
Since it is the dealer who deals directly with, and develops the sale of
COMPANY PRODUCTS to the consuming public, the Company substantially relies on
its dealers to provide successful sales and merchandising programs, competent
service operations and effective owner relations programs. To do this, dealers
must carry out their responsibilities of establishing and maintaining adequate
wholesale and retail finance plans, new and used vehicle sales programs, parts
and service sales programs, personnel training and supportive capitalization and
working capital. To assist its dealers in these responsibilities, the Company
establishes and periodically updates standards of operation and planning guides
based on its experience and current conditions. It also offers sales and service
training courses, advice as to facilities, counseling in the various phases of
dealership operations and, through other agreements and the activities of its
affiliates, assistance in financing, new and used vehicle merchandising, parts
and service merchandising, leasing, daily rentals and facilities development. It
also conducts national advertising, promotional and other marketing programs and
assists dealers in developing complementary group and individual programs.
To enable the Company to provide such assistance, it requires dealers to
submit uniform and accurate sales, operating and financial reports from which it
can derive and disseminate analytical and comparative operating data and advice
to dealers. The Company also solicits dealers to bring to its attention through
their National Dealer Council organization any mutual dealer problems or
complaints as they arise.
Because the Company relies heavily on its dealers for success, it reserves
the right to cease doing business with any dealer who is not contributing
sufficiently to such success. Similarly, the Company recognizes that its dealers
look to it to provide competitive products and programs and that, if it does not
do so, any dealer may elect to cease doing business with the Company.
The Company has elected to enter into this agreement with the Dealer with
confidence in the Dealer's integrity and ability, his intention to carry out his
responsibilities set forth in this agreement, and his desire
ii
to provide courteous, competent and satisfying sales and service representation
to consumers for COMPANY PRODUCTS, and in reliance upon his representations as
to the persons who will participate in the ownership and management of the
dealership.
The Dealer has elected to enter into this agreement with the Company with
confidence in its integrity and ability, its intention to provide competitive
products and assist the Dealer to market them successfully, and its desire to
maintain high quality dealers.
Both parties recognize the rights of the Dealer and the Company under this
agreement are defined and limited by the terms of this agreement and applicable
law.
The Company and the Dealer further acknowledge that their methods of
operation and business practices have an important effect on the reputation of
the Dealer, the Company, COMPANY PRODUCTS and other franchised dealers of the
Company. The Company and the Dealer also acknowledge that certain practices are
detrimental to their interests, such as deceptive, misleading or confusing
advertising, pricing, merchandising or business practices, or misrepresenting
the characteristics, quality, condition or origin of any item of sale.
It is the expectation of each of the parties that by entering into this
agreement, and by the full and faithful observance and performance of its
duties, a mutually satisfactory relationship will be established and maintained.
IN CONSIDERATION of the mutual agreements and acknowledgments hereinafter
made, the parties hereto agree as follows:
A. The Company hereby appoints the Dealer as an authorized dealer at retail
in VEHICLES and at retail and wholesale in other COMPANY PRODUCTS and grants the
Dealer the privilege of buying COMPANY PRODUCTS from the Company for sale in its
DEALERSHIP OPERATIONS (as herein defined). The Company also grants to the Dealer
the privilege of displaying, at approved locations(s), the Company's trademarks
and trade names applicable to COMPANY PRODUCTS. The Dealer hereby accepts such
appointment.
B. Subject to and in accordance with the terms and conditions of this
agreement, the Company shall sell COMPANY PRODUCTS to the Dealer and the Dealer
shall purchase COMPANY PRODUCTS from the Company.
C. The Ford Motor Company Ford Sales and Service Agreement Standard
Provisions (Form "FD925-A GEN. SALE 1-76"), a duplicate original of which is
attached to the Dealer's duplicate original of this agreement, have been read
and agreed to by the Company and by the Dealer, and such Standard Provisions and
any duly executed and delivered supplement or amendment thereto, are hereby made
a part of this agreement with the same force and effect as if set forth herein
in full.
D. This agreement shall bind the Company when it bears the facsimile
signature of the General Manager, and the manual countersignature of the General
Sales Manager, Market Representation Manager, or a Regional or District Sales
Manager, of the Ford Division of the Company and a duplicate original thereof is
delivered personally or by mail to the Dealer or the Dealer's principal place of
business.
E. The Dealer acknowledges that (i) this agreement may be executed only in
the manner provided in paragraph D hereof, (ii) no one except the General
Manager, the General Sales Manager, or Market Representation Manager of the Ford
Division of the Company, or the Secretary or an Assistant Secretary of the
Company, is authorized to make or execute any other agreement relating to the
subject matter hereof on behalf of the Company, or in any manner to enlarge,
vary or modify the terms of this agreement, and then only by an instrument in
writing, and (iii) no one except the General Manager of the Ford Division of the
Company, or the Secretary or an Assistant Secretary of the Company, is
authorized to terminate this agreement on behalf of the Company, and then only
by an instrument in writing.
F. In view of the personal nature of this agreement and its objectives and
purposes, the Company expressly reserves to itself the right to execute a Ford
Sales and Service Agreement with individuals or other entities specifically
selected and approved by the Company. Accordingly, this agreement and the rights
and privileges conferred on the Dealer hereunder are not transferable,
assignable or salable by the Dealer and no property right or interest, direct or
indirect, is sold, conveyed or transferred to the Dealer under this agreement.
This agreement has been entered into by the Company with the Dealer in reliance
(i) upon the representation and
iii
agreement that the following person(s), and only the following person(s) shall
be the principal owners of the Dealer:
NAME HOME PERCENTAGE
ADDRESS OF INTEREST
O.K. Marks 0000 Xxxxxx Xxxxxxx Xxxxxx W. 100.0
Xxxxxxxxxx, XX 00000
(ii) upon the representation and agreement that the following person(s) and only
the following person(s), shall have full managerial authority for the operating
management of the Dealer in the performance of this agreement,
NAME HOME TITLE
ADDRESS
O.K. Marks 0000 Xxxxxx Xxxxxxx Xxxxxx X. Xxxxxxxxx
Xxxxxxxxxx, XX 00000
and (iii) upon representation and agreement that the following person(s), and
only the following person(s), shall be the remaining owners of the Dealer
NAME HOME PERCENTAGE
ADDRESS OF INTEREST
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The Dealer shall give the Company prior notice of any proposed change in the
said ownership or managerial authority, and immediate notice of the death or
incapacity of any such person. No such change or notice, and no assignment of
this agreement or of any right or interest herein, shall be effective against
the Company unless and until embodied in an appropriate amendment to or
assignment of this agreement, as the case may be, duly executed and delivered by
the Company and by the Dealer. The Company shall not unreasonably withhold its
consent to any such change.
G. (Strike out either subparagraph (1) or (2) whichever is not applicable.)
(1) This agreement shall continue in force and effect from the date of its
execution until terminated by either party under the provisions of
paragraph 17 hereof.
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H. Both the Company and the Dealer assume and agree to carry out and
perform their respective responsibilities under this agreement.
The parties hereto have duly executed this agreement in duplicate as of the
day and year first above written.
[LOGO] Ford Motor Company Xxx Xxxxx Ford, Inc.
(Dealer's Trade Name)
Countersigned by
/s/ [ILLEGIBLE] By:/s/ O. Xxx Xxxxx
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District Sales Manager (Title) President
(LOGO) Ford Motor Company
Orlando Region
Addendum To
FORD SALES AND SERVICE AGREEMENT dated November 11, 1982
FOREIGN VEHICLE SALES AGREEMENT (COURIER) dated November 11, 1982
FOREIGN VEHICLE SALES AGREEMENT (FIESTA) dated November 11, 1982
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SUPPLEMENTAL AGREEMENT, made at Dearborn, Michigan as of this 13th day of June,
1994 by and between Xxx Xxxxx Ford, Inc.
(Name of Entity)
Corporation Florida
(State whether Partnership or Corporation) (If the latter, show name of the
state which Incorporated)
doing business as Xxx Xxxxx Ford, Inc.
(Trade Name)
and with a principal place of business at 00000 X.X. Xxxxxxx 00 Xxxxx
(Xxxxxx Address)
Clearwater Pinellas Florida 34623-3999
(City) (County) (State) (Zip Code)
(hereinafter called the "Dealer") and Ford Motor Company, a Delaware corporation
with its principal place of business at Dearborn, Michigan (hereinafter called
the "Company").
The parties hereto have previously entered into the above designated Sales
and Service or Sales Agreements (hereinafter "Agreements") and now desire to
make certain changes therein.
NOW, THEREFORE, in consideration of these premises, the parties hereto
mutually agree that said Agreements be amended by changing Paragraph F to read
as follows:
F. In view of the personal nature of these Agreements and their objectives
and purposes, the Company expressly reserves to itself the right to execute said
Agreements with individuals or other entities specifically selected and approved
by the Company. Accordingly, these Agreements and the rights and privileges
conferred on the Dealer hereunder are not transferable, assignable or salable by
the Dealer and no property right or interest, direct or indirect, is sold,
conveyed or transferred to the Dealer under these Agreements. These Agreements
have been entered into by the Company with the Dealer in reliance (i) upon the
representation and agreement that the following person(s), and only the
following person(s), shall be the principal owners of the Dealer:
HOME PERCENTAGE
NAME ADDRESS OF INTEREST
O. Xxx Xxxxx, Jr. 0000 Xxxxxxx Xxxx Xxxx 52%
Xxxxxx Xxxxxx, XX 00000
Xxxxxxx X. Xxxxx 0000 XX Xxxxxxxx Xxxx, #000 25%
Xxxxxxxxxx, XX 00000
O. K. Marks, Sr. X.X. Xxx 000 00%
Xxxxx, XX 00000
(ii) upon the representation and agreement that the following person(s), and
only the following person(s), shall have full managerial authority for the
operating management of the Dealer in the performance of these Agreements:
HOME
NAME ADDRESS TITLE
Xxx Xxxxx, Jr. 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxxx
Xxxxxx Xxxxxx, XX 00000
and (iii) upon the representation and agreement that the following person(s),
and only the following person(s), shall be the remaining owners of the Dealer
HOME PERCENTAGE
NAME ADDRESS OF INTEREST
None
The Dealer shall give the Company prior notice of any proposed change in
the said ownership or managerial authority of said Dealer, and immediate notice
of the death or incapacity of any such person. No such change or notice, and no
amendment or assignment of these Agreements or of any right or interest herein,
shall be effective against the Company unless and until embodied in an
appropriate amendment to or assignment of these Agreements as the case may be,
duly executed and delivered by the Company and by the Dealer. The Company shall
not unreasonably withhold its consent to any such change. If the Company's
restriction regarding amendment or assignment of these Agreements is illegal
under a valid law of any jurisdiction where such change is to take place, this
amendment will be modified to the minimum extent necessary to comply with such
law if it was effective on the date of execution of these Agreements.
This Supplemental Agreement is subject to all the terms and conditions
contained in said Agreements, except insofar as such terms and conditions may be
inconsistent with the express terms hereof.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the day and year first above written and the Company is authorized to deliver
the same to the Dealer by placing the Dealer's copy thereof in the United States
Mail, duly stamped and addressed to the Dealer at his principal place of
business, or by delivery to such place of business or to the Dealer in person.
FORD MOTOR COMPANY Xxx Xxxxx Ford, Inc.
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(Dealer's Trade Name)
By [ILLEGIBLE] By /s/ O. Xxx Xxxxx, Jr.
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Assistant Secretary O. Xxx Xxxxx, Jr., President
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/s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
Regional Sales Manager
