DEALER AGREEMENT
1. APPOINTMENT. Volkswagen of America, Inc. ("VWoA"), having a place of
business at 0000 Xxxxxx Xxxx, Xxxxxx Xxxxx, XX 00000, appoints Lithia HPI, Inc.
("Dealer"), doing business under the fictitious name Lithia Volkswagen, having
its place of business at 000 Xxxxx Xxxxxxx, Xxxxxxx, XX 00000, as an authorized
dealer in Volkswagen brand motor vehicles and genuine parts and accessories
therefor. Accordingly, the parties agree as follows:
2. STANDARD PROVISIONS. The Dealer Agreement Standard Provisions (the
"Standard Provisions") (Form No. 97vwstdp), the Dealer Operating Plan (the
"Operating Plan") and the Volkswagen Dealer Operating Standards (the "Operating
Standards") are part of this Agreement. Any term not defined in this Agreement
has the meaning given such term in the Standard Provisions.
3. OWNERSHIP AND MANAGEMENT. To induce VWoA to enter into this Agreement,
Dealer represents that the persons identified in the Statement of Ownership and
Management, which is attached as Exhibit A, are Dealer"s Owners and Executives.
VWoA is entering into this Agreement in reliance upon these representations, and
upon the continued provision by such persons of their personal services in
fulfillment of Dealer"s obligations under this Agreement. Accordingly, Dealer
agrees there will be no change in Dealer"s Owners without VWoA"s prior written
consent, and no change in Dealer"s Executives without prior notice to VWoA.
4. MINIMUM FINANCIAL REQUIREMENTS. Dealer agrees to comply and maintain
compliance with the minimum financial requirements established for Dealer
annually in accordance with the Operating Plan and the Operating Standards.
Throughout the term of this Agreement those minimum financial requirements are
subject to revision by VWoA, after review with Dealer, in light of operating
conditions and the development of Dealer"s business and business potential.
5. DEALER"S PREMISES. VWoA has approved the location of Dealer"s Premises
as specified in the Dealer Premises Addendum, attached as Exhibit B. Dealer
agrees that, without VWoA"s prior written consent, it will not (a) make any
major structural change in any of Dealer"s Premises, (b) change the location of
any of Dealer"s Premises or (c) establish any additional premises for Dealer"s
Operations.
6. EXCLUSION OF WARRANTIES. EXCEPT FOR DISTRIBUTOR"S WARRANTIES, AND EXCEPT
AS PROVIDED IN ARTICLE 9(1) OF THE STANDARD PROVISIONS, THERE ARE NO EXPRESS OR
IMPLIED WARRANTIES OR OBLIGATIONS OF THE MANUFACTURER OR DISTRIBUTOR AS TO THE
QUALITY OR CONDITION OF AUTHORIZED PRODUCTS, OR AS TO THEIR MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE, AND, TO THE EXTENT PERMITTED BY LAW, DEALER
WILL EXCLUDE ANY AND ALL SUCH WARRANTIES AND OBLIGATIONS IN ITS SALES OF
AUTHORIZED PRODUCTS.
7. TERM. The term of this Agreement begins on the date of its delivery to
Dealer or on January 1, 1997, whichever is later. This Agreement shall continue
in effect until terminated by either party or superseded by a new Dealer
Agreement with VWoA, whichever is earlier.
8. GOVERNING LAW. This Agreement will be construed in accordance with the
laws of the State of Oregon . Should the performance of any obligation under
this Agreement violate any valid law of such jurisdiction, then this Agreement
shall be deemed modified to the minimum extent necessary to comply with such
law.
9. ADDITIONAL TERMS AND CONDITIONS. The Addenda attached hereto as Exhibits
A through C are part of this Agreement, and are incorporated into this Agreement
by this reference. Each may be canceled or superseded at any time by mutual
agreement of Dealer and VWoA, through the later execution by both parties of a
replacement, which then shall be deemed part of this Agreement.
DATED: ___________________, 19_______.
VOLKSWAGEN OF AMERICA, INC.
BY: _____________________________ BY: __________________________
Xxxxx Xxxx Xxxxxx Xxxxxx
Regional Team Leader Area Executive
DEALER
BY: _____________________________
Xxxxxx X. XxXxxx
President
2
EXHIBIT A
TO DEALER AGREEMENT DATED
______________, 19____.
STATEMENT OF OWNERSHIP AND MANAGEMENT
1. Dealer firm name:
Lithia HPI, Inc. d/b/a Lithia Volkswagen.
2. Principal place of business:
000 Xxxxx Xxxxxxx, Xxxxxxx, XX 00000.
3. Dealer is a [ ] proprietorship
[ ] partnership
[ ] limited liability company
[X] corporation, incorporated on 12/23/95 under the
laws of the State of Oregon.
4. The following persons are the beneficial and record owners of Dealer:
If a Corporation, Percentage of
Name and Address of Each Number and Ownership
Record and Beneficial Class of Shares of Record
Owner of Dealer Number Class in Dealer
Lithia Motors, Inc. 100%
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
[ ] See Exhibit A1 for additional information.
5. The following persons are Dealer"s Officers:
Name and Address Title
Xxxxxx X. XxXxxx President/Secr./Treas.
000 Xxxxx
Xxxxxxx, XX 00000
Xxxxxxx X. (Xxxx) Xxxxxxx Vice President
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
6. The following person is the Authorized Representative of Dealer. As such,
this person is an agent of Dealer, and VWoA is entitled to rely on this person"s
authority to make all decisions on behalf of Dealer with respect to Dealer"s
Operations.
Name and Address Title
Xxx Xxxxxxxxx General Manager
Dealer hereby certifies that the foregoing information is true and complete as
of the date below. VWoA has entered into this Agreement in reliance upon the
qualifications, and the continued provision of personal services in the
ownership and management of Dealer by, the persons identified above.
This Exhibit cancels any prior Statement of Ownership and Management.
Dated: _________________, 19_____.
VOLKSWAGEN OF AMERICA, INC.
By: ____________________________. By: _______________________
Xxxxx Xxxx Xxxxxx Xxxxxx
Regional Team Leader Area Executive
DEALER
By: ____________________________.
Xxxxxx X. XxXxxx
President
2
EXHIBIT B
TO DEALER AGREEMENT DATED
___________, 19____.
DEALER PREMISES ADDENDUM
1. Dealer firm name:
Lithia HPI, Inc. d/b/a Lithia Volkswagen.
2. VWoA has approved the location of the following premises, and no others,
for Dealer"s Operations:
a. Sales Facilities:
000 Xxxxx Xxxxxxx, Xxxxxxx, XX 00000
b. Authorized Automobile Storage Facilities:
000 Xxxxx Xxxxxxx, Xxxxxxx, XX 00000
c. Service Facilities:
000 Xxxxx Xxxxxxx, Xxxxxxx, XX 00000
d. Genuine Parts Storage Facilities:
000 Xxxxx Xxxxxxx, Xxxxxxx, XX 00000
e. Used Car Lot:
000 Xxxxx Xxxxxxx, Xxxxxxx, XX 00000
Dealer hereby certifies that the foregoing information is true and complete as
of the date below.
This Exhibit cancels any prior Dealer Premises Addendum.
Dated: _________________, 19_____.
VOLKSWAGEN OF AMERICA, INC.
By: ____________________________ By: _________________________
Xxxxx Xxxx Xxxxxx Xxxxxx
Regional Team Leader Area Executive
DEALER
By: ____________________________
Xxxxxx X. XxXxxx
President
EXHIBIT A1
TO DEALER AGREEMENT DATED
______________, 19____.
If a Corporation, Percentage of
Name and Address of Each Number and Ownership
Record and Beneficial Class of Shares of Record
Owner of Dealer Number Class in Dealer
5. The following persons are Dealer"s Officers:
Name and Address Title
