[LOGO]Ford Motor Company
Atlanta District
Ford Sales and Service Agreement
AGREEMENT made as of the 7th day of June, 1993, by and
between Xxxxxx Xxxxxx Ford, L.P.
(Name of Entry)
Limited Partnership Tennessee
(State whether an individual, (if the latter, show name of the state
partnership or corporation) in which incorporated)
doing business as Xxxxxx Xxxxxx Ford and with
(Trade Name)
a principal place of business at 000 Xxxxx Xxx Xxxxxxx P.O. Box 4288
(Street Address)
Xxxxxxxxx Xxxxxxx Tennessee 37320-4288
(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 representation 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
FD925
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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 orders submitted by its franchised dealers and its and
their best estimates of the market demand for COMPANY PRODUCTS.
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 dealer must
give the Company orders for the products needed to serve its market. The Company
seeks to adjust production schedules, to the extent feasible, to fill dealer
orders, 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.
Because 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
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, its intention to carry out its
responsibilities set forth in this agreement, and its desire to provide
courteous, competent and satisfying sales and service representation to
consumers for COMPANY PRODUCTS, and in reliance upon its 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
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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"), 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
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COPY OF ORIGINAL
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:
NAME HOME PERCENTAGE
ADDRESS OF INTEREST
NEBCO of Southeast Tennessee, Inc. 000 Xxxxxxxx Xx., Xxx. 000 10%
Xxxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxx, XX 000 Xxxxxxx Xxxxxx 42%
Lookout Xxx, 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
Xxxxxx X. Xxxxxx, XX 000 Xxxxxxx Xxxxxx President of General
Lookout Xxx, XX 00000 Partner
Xxxx Xxxxx Xxxxxxxx 6220 Shallowford Rd General Manager
Xxxxxxxxxxx, 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
Xxxxx X. Xxxxxx 1213 Ft. Xxxxxxxxxx Oval, Lookout Mtn, TN 16%
37350
XxXxxxx X. XxXxxxxx 000 Xxxxxxxx Xxx, Xxxxxx Xxx, XX 00000 16%
Xxx Xxxxx 00 Xxxx Xxxxxxx Xx., Xxxxxx Xxx, XX 00000 16%
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.
/s/ILLEGIBLE Xxxxxx Xxxxxx Ford
---------------- (Dealers Trade Name)
[LOGO] Ford Motor Company
General Manager, Ford Division By:/s/Xxxxxx X. Xxxxxx
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Countersigned by (Title)President OF General Partner
/s/ILLEGIBLE NEBCO of Southeast Tennessee, INC.
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(LOGO) Ford Motor Company
Atlanta District
Addendum To
FORD SALES AND SERVICE AGREEMENT Dated 6-7-93
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by and between Xxxxxx Xxxxxx Ford, L.P.
(Name of Entity)
A Partnership in the State of Tennessee
(State whether Partnership or Corporation) (If the latter, show Name of State in
which Incorporated)
doing business as Xxxxxx Xxxxxx Ford
(Trade Name)
(the "Dealer") and Ford Motor Company, a Delaware corporation (the "Company").
THE PARTIES AGREE that the following addendum to Paragraph (F) containing clause
(i)(a) is annexed and made part of the Agreements.
F(i)(a) upon the representation and agreement that the following person(s)
and/or entity(ies), and only the following person(s) and/or entity(ies), shall
have ownership interests in the principal owner(s) referred to in clause (i) of
this Paragraph F:
NAME AND ADDRESS OF PERSON(S) OF ENTITY(IES) PERCENTAGE
NAME OF PRINCIPAL OWNER(S) HAVING OWNERSHIP INTEREST(S) IN PRINCIPAL OWNER(S) OF OWNERSHIP
(STATE OF INCORPORATION) (INDICATE STOCKHOLDER OR PARTNER) INTEREST
NEBCO of Southeast Xxxxxx X. Xxxxxx, XX 100%
Tennessee, Inc. 000 Xxxxxxx Xxxxxx
(A Corporation of the Lookout Xxxxxxxx, XX 00000
State of Tennessee)
The provisions of this paragraph F requiring notice to and consent by the
Company to any changes in ownership shall apply to any change in the person(s)
or entity(ies) having an ownership interest in the principal owner(s) set forth
in this clause F(i)(a).
IN WITNESS WHEREOF, The Company and the Dealer have duly executed this addendum
in duplicate as of the 7th day of June, 1993.
FORD MOTOR COMPANY Xxxxxx Xxxxxx Ford
(Dealer's Trade Name)
By /s/ILLEGIBLE By:/s/Xxxxxx Xxxxxx
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Assistant Secretary (Signature and Title)
/s/ILLEGIBLE
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