1
EXHIBIT 10.21
GMMS 1012-1
USA 11-95
DNPS 11/29/94
GMC TRUCK DIVISION
DEALER SALES AND SERVICE AGREEMENT
This Agreement, effective FEBRUARY 16, 1996, is entered into by General Motors
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Corporation, GMC Truck Division ("GMC Truck"), a Delaware corporation, and
XXXXXXXXXXX PONTIAC-BUICK-GMC, INC.
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/x/ GEORGIA corporation, incorporated on SEPTEMBER 30, 1992;
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/ / proprietorship;
/ / partnership;
/ / other - specify
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doing business at 0000 XXXX XXXXXXX
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XXXXXX, XXXXXXX 00000-0000 ("Dealer").
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PREAMBLE
GMC Truck and its Dealer Partners... Leaders in Delivering Best-In-Class Trucks,
Vans and Innovative Services with a Personal Touch Achieving Total Customer
Enthusiasm.
To attain these goals, GMC Truck and its Dealer Partners firmly acknowledge:
That achieving total customer enthusiasm must be the objective of every
endeavor;
That continuous improvement is critical to our ongoing success;
That teamwork is essential to our survival;
That mutual trust and respect are absolute.
GMC Truck is committed to providing good value to dealers and customers through
sound marketing, sales and service programs, quality products, effective
resource deployment, simplified administrative activities, and effective
communications.
GMC Truck is committed to building a business relationship of preference for
General Motors dealers.
In pursuit of total customer enthusiasm, it is essential that GMC Truck and its
Dealer Partners work closely in a spirit of mutual trust and continuous
improvement.
This Agreement is founded on these mutually shared business goals, and is based
upon certain mutual commitments:
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GMMS 1012-2
USA 11-95
DNPS 11/29/94
First
TERM OF AGREEMENT
This Agreement shall expire on FEBRUARY 15, 2001 or ninety (90) days after the
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death or incapacity of a Dealer Operator or Dealer Owner, whichever occurs
first, unless earlier terminated. Dealer is assured the opportunity to enter
into a new Dealer Agreement with GMC Truck at the expiration date if GMC Truck
determines Dealer has fulfilled its obligations under this Agreement. Dealer
will be provided notice of possible nonrenewal of the Agreement in accordance
with Article 13.2 of the Standard Provisions in order that Dealer may correct
any failure or breach of the Dealer Agreement prior to its expiration or
nonrenewal. If the breach of the Agreement or failure to perform the conditions
of the Agreement is corrected to the satisfaction of GMC Truck, a replacement
Agreement will be offered at the appropriate time.
Second
INCORPORATION OF PROVISIONS
The "Standard Provisions" (Form GMMS 1013) are incorporated as a part of this
Agreement.
Third
DEALER OPERATOR
Dealer agrees that the following Dealer Operator will provide personal services
in accordance with Article 2 of the Standard Provisions:
XXXXXX X. XXXXXXXXXXX, XX.
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Fourth
BUSINESS PLAN
To achieve our mutual commitments, GMC Truck Dealer will develop an appropriate
Business Plan focused on continuous improvement of Dealer's operations. Such
Business Plan will address all sales and service aspects of Dealer's operations,
including an emphasis on total customer enthusiasm.
Such Business Plan will be developed and reviewed annually. GMC Truck will
assist in preparing the Dealer's Business Plan that is in keeping with the
objectives of GMC Truck and Dealer.
GMC Truck will provide Dealer with business goals, business planning
consultation, performance standards to assist Dealer in the evaluation of its
performance, and information directed to the specific requirements of Dealer.
Dealer will provide GMC Truck with sales and customer satisfaction forecasts and
business goals that are supported by action plans and are based upon market
analysis, arrived at through the Business Plan process. Dealer will provide, on
an ongoing basis, continuous market-driven information regarding customer needs
and expectation.
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GMMS 1012-3
USA 11-95
DNPS 11/29/94
Fifth
DEALER SALES AND SERVICE REPORTS
At least once a year GMC Truck will provide to Dealer written reports on
Dealer's sales, service and customer satisfaction performance.
The sales report will provide Dealer with specific information relating to the
minimum number of retail units GMC Truck expected to register as its percentage
of market share and compare Dealer's retail sales to those Expected
registrations. A Retail Sales Index of 100 is the minimum standard for Dealer to
be considered in compliance with its commitment under Article 5.1 to effectively
sell and promote the purchase, lease and use of GMC Truck Products. GMC Truck
also expects Dealer to pursue available sales opportunities exceeding the
minimum acceptable standard. Dealers authorized to sell and service GMC Truck
medium duty product will be provided specific information relating to the total
medium truck business available in the Dealer's APR. GMC Truck will review the
service and customer satisfaction performance of Dealer and provide Dealer with
a written report or reports at least once a year. The reports will be based
primarily on customer responses to owner survey questions. GMC Truck will
consult with the National Dealer Council before deciding to materially change
the way these reports are developed.
Dealer's performance based upon expected performance levels will become the
target toward which Dealer attains continuous improvement. The Business Plan
provides the process by which Dealer continually improves.
GMC Truck will provide periodic updates of marketing data that reflect market
conditions within Dealer's APR.
Sixth
CUSTOMER ENTHUSIASM
GMC Truck and Dealer recognize that it is in our mutual interest to deliver
products and services that exceed customer expectations. GMC Truck and Dealer
will use the procedures designated in GM's Service Policies and Procedures
Manual to resolve customer complaints. Periodically, GMC Truck will survey
customers of Dealers to determine their overall satisfaction with their selling
and servicing dealer.
GMC Truck will review Dealer's performance of the Standards for customer
enthusiasm. At least annually GMC Truck will inform Dealer in writing of its
Customer Satisfaction Information ("CSI") for overall satisfaction based upon
both purchase/delivery experience and service experience. GMC Truck will relate
this index to comparable indices representing local and national geography. If
Dealer's index places Dealer in an unsatisfactory position when compared to
other dealers for more than one year, Dealer will, at GMC Truck's request,
participate in a comprehensive review of Dealer's performance and plan for
improvement. Before making any changes to the CSI procedure, GMC Truck will
consult with the appropriate Dealer Council committee.
Seventh
COMMUNICATIONS/DEALERSHIP EQUIPMENT
To improve Dealer and GMC Truck communications and customer enthusiasm, and to
enhance value to Dealer, Dealer will install and maintain the systems, equipment
and supporting software as required by GMC Truck. Such systems, equipment and
support software includes but may not be limited to:
- Dealer Communication System (DCS) and trained DCS operators
- GM Pulsat Network
- GM PROSPEC
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GMMS 1012-4
USA 11-95
DNPS 11/29/94
Seventh
New or existing communications and dealership equipment systems and technology
that may became available will be reviewed with the National Dealer Council
before the decision is made to require their use by Dealer.
GMC Track acknowledges the importance of dealer input on matters that affect the
dealer's business. GMC Truck will endeavor to seek counsel from the appropriate
dealer advisory committees to the extent marketplace conditions allow, before
making decisions on matters that directly affect all GMC Truck dealers. Dealer
input will not normally be solicited for matters involving specific dealers,
dealer network planning, and production and distribution of Product.
Eight
DEALER TRAINING
In addition to the requirements specified in Article 8 of the Standard
Provisions, Dealer agrees to utilize other sources to supplement its training in
order to meet the minimum operations requirements.
Dealer will also have appropriate personnel participate in the following
required courses:
- Professional Performance Network (PPN)
- Trans-Tech Guild
- Service Training Standards courses, and their prerequisites,
as required, at GM Training Centers or other approved training
institutions.
- Certified Plus Programs provided by GMC Truck as high priority
for in-dealership service training.
GMC Truck will train its wholesale organization to effectively address the needs
of Dealer.
Future required training will be reviewed by the National Dealer Council prior
to determining training courses or programs for use by Dealer.
Ninth
DEALER IDENTIFICATION, IMAGE AND FACILITIES
Dealer and GMC Truck recognize the importance of representing GMC Truck Products
to the fullest extent possible. Accordingly, Dealer agrees to prominently
display GMC Trucks in new vehicle display areas and new vehicle storage areas;
to conspicuously display GMC Truck literature, merchandising elements and marks;
both inside and outside the dealer facilities; and to maintain facilities that
will enhance the effective performance of Dealership Operations.
GMC Truck supports the On-Going Merchandising Programs for Light, Medium
Conventional, and Medium Low Cab Forward as well as the Service Merchandising
Program, and GMC Truck encourages Dealer to support and participate in the
merchandising programs for each product line Dealer is authorized to sell and
service.
Dealer and GMC Truck acknowledge the importance of providing one consistent
facility image nationwide for a single line GMC Truck dealer. Accordingly,
Dealer agrees to totally implement the approved GMC Truck Facility Image Program
when a facility is built or renovated. If Dealership includes another General
Motors Division(s) and Dealer implements that Division's facility image program,
Dealer agrees to implement GMC Truck Image elements as specified by GMC Truck.
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GMMS 1012-5
USA 11-95
DNPS 11/29/94
Ninth
Dealer will prominently use GMC Truck's marks on all Dealer advertising,
merchandising and other literature. Dealer will also include GMC Truck in its
name whenever Dealer name includes the name of other vehicle name plates or
brands.
GMC Truck will consult with the National Dealer Council before deciding to
modify facility requirements.
Tenth
DEALER ADVERTISING
GMC Truck supports dealer advertising associations and encourages Dealer to
support and participate in an advertising association in its respective area.
Eleventh
DEALER COUNCIL REPRESENTATION
GMC Truck will support two National Dealer Councils comprised of a
representative number of dealers, elected by GMC Truck and Chevrolet Medium Duty
Truck dealers as appropriate, who will convey the concerns of dealers to GMC
Truck. A Light Duty National Dealer Council will be comprised of GMC Truck light
truck dealers, and a Medium Duty National Dealer Council comprised of GMC Truck
and Chevrolet Medium Truck dealers. The National Dealer Council representatives,
GMC Truck management, and GMC Truck dealers will serve jointly on committees
which are created to focus on issues of mutual concern to dealers and GMC
Truck. Chevrolet Medium Truck dealers will serve on Medium Duty Council
committees. GMC Truck will meet with its National Dealer Council periodically to
review those concerns and other mutual business issues.
The responsibility of the GMC Truck National Dealer Council is to develop and
maintain a business relationship between GMC Truck and the dealer body that
fosters the mutual interests of both Dealer and GMC Truck. Council
representatives will communicate with the dealer body in the Zone/Area they are
representing by providing feedback on dealer council activities and informing
the Dealer Council and GMC Truck of dealer body concerns.
Twelfth
BUSINESS MANAGEMENT RESPONSIBILITY
If Dealer is an authorized dealer for more than one division of General Motors,
PONTIAC DIVISION will be primarily responsible for administering the provisions
of the Dealer Agreements relating to the Dealer Statement of Ownership,
Dealership Location and Premises Addendum, and Capital Standard Addendum.
PONTIAC DIVISION will execute or extend those documents for all divisions.
Thirteenth
DISPUTE RESOLUTION
GMC Truck and Dealer expect that their differences will be few. If Dealer
believes that a decision by GMC Truck is unfair, Dealer may have it reviewed by
GMC Truck management so that it can be addressed and, if possible, resolved.
Management review will promote a better understanding of the positions of GMC
Truck and Dealer and will provide for the mutually satisfactory resolution of
most issues. However, if Dealer is not satisfied with the results of management
review, Dealer is encouraged to submit the dispute to arbitration under the
Dispute Resolution Process. The steps by which Dealer can seek management review
and arbitration are described in a separate booklet (currently, GMMS 1019).
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GMMS 1012-6
USA 11-95
DNPS 11/29/94
Fourteenth
EXECUTION OF AGREEMENT & RELATED DOCUMENTS
This Agreement and related agreements are valid only if signed:
(a) On behalf of Dealer by its duly authorized representative and,
in the case of this Agreement, by its Dealer Operator; and
(b) this Agreement as set forth below, on behalf of GMC Truck
Division by its General Sales Manager and an authorized
representative. All related agreements will be executed by the
General Sales Manager or an authorized representative.
The following agreements and understandings are hereby incorporated into this
Agreement:
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and all existing addenda (other than Successor Addendum) relating to Dealer
Statement of Ownership, Dealer Location and Premise Addendum, Capital Standards
Addendum, Area of Primary Responsibility, Motor Vehicle Addendum and Multiple
Dealer Operator Addendum, if applicable, which have not been re-executed at the
time of the Agreement.
XXXXXXXXXXX PONTIAC-BUICK-GMC, INC.
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Dealer Firm Name
GMC TRUCK DIVISION
General Motors Corporation
By /s/ ILLEGIBLE 3/12/96 By /s/ ILLEGIBLE
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Dealer Operator Date General Sales and Service Manager
By By /s/ ILLEGIBLE 5/17/96
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Signature and Title Date Authorized Representative Date
By
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Signature and Title Date
