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Exhibit 10.39
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PONTIAC-GMC DIVISION
PONTIAC DEALER SALES AND SERVICE AGREEMENT
In reliance upon the agreement by the parties to fulfill their respective
commitments, this Agreement, effective DECEMBER 16, 1996, is entered into by
General Motors Corporation, Pontiac ("PONTIAC"), a Delaware corporation, and
XXX PONTIAC-BUICK-GMC, INC.
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/X/ GEORGIA corporation, incorporated on DECEMBER 27, 1983;
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/ / proprietorship;
/ / partnership;
/ / other - specify
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doing business at 0000 XXXXXXXXXX XXXX
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XXXXXXXX, XXXXXXX 00000 ("Dealer").
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PREAMBLE
The future of PONTIAC and PONTIAC dealers depends on setting and meeting high
standards of excellence. We will succeed by achieving total customer enthusiasm
through selling and servicing vehicles with innovative styling and engineering
as well as outstanding performance and roadability.
PONTIAC'S Dealer Sales and Service Agreement is intended to clarify and
strengthen the business relationship between PONTIAC and PONTIAC dealers.
PONTIAC recognizes the need for open and candid communication with dealers so
that mutual goals are achieved. Sharing responsibility and accountability will
improve cooperation.
PONTIAC will offer and promote innovative and exciting Products and provide
competitive programs and services that assist dealers. Dealers will ethically
promote and advertise PONTIAC vehicles and related products and provide quality
sales and service through a professional staff that includes knowledgeable and
well-trained service technicians and sales personnel.
First TERM OF AGREEMENT
This Agreement shall expire on OCTOBER 31, 2000, or ninety days after the 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 PONTIAC at the expiration date if PONTIAC determines
Dealer has fulfilled its obligations under this Agreement.
Second INCORPORATION OF STANDARD PROVISIONS
The "Standard Provisions" (Form GMMS 1013) are incorporated as a part of this
Agreement.
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Third DEALER OPERATOR
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Dealer agrees that the following Dealer Operator will provide personal services
in accordance with Article 2 of the Standard Provisions:
XXXXX X. XXXXXXXXXXXXX, III
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Fourth BUSINESS MANAGEMENT RESPONSIBILITY
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If Dealer is an authorized Dealer for more than one division of General Motors,
PONTIAC-GMC 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-GMC DIVISION will execute or extend these documents for all
divisions.
Fifth COMMUNICATION
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PONTIAC acknowledges the importance of dealer input on matters that affect the
way dealers do business. PONTIAC will endeavor to seek counsel from appropriate
dealer advisory committees to the extent marketplace conditions allow before
making decisions on matters that directly affect PONTIAC dealers. Dealer input
will not normally be solicited for matters involving specific dealers, dealer
network planning, and production and distribution of Product. Dealer
acknowledges that, to ensure the success of PONTIAC and its dealers,
participation in dealer input mechanisms may be required. Dealer hereby agrees
to serve when requested on PONTIAC'S Dealer Communication committees or any
subcommittees and other dealer committees intended to promote communication.
Sixth SOFTWARE
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From time to time during the term of this Agreement, GM will make available to
Dealer certain information, data, software or firmware ("software")
electronically, incorporated into tools or other products or by other means.
This Software may be owned outright by GM, or jointly with, or wholly by, a GM
affiliated company or authorized supplier. Dealer agrees to limit its use of
the Software to Dealership Operations and comply with any other restrictions on
its use.
Seventh DISPUTE RESOLUTION
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PONTIAC and Dealer expect their differences will be few. If Dealer believes
that a decision by PONTIAC is unfair, Dealer may have it reviewed by PONTIAC
management so that it can be addressed and, if possible, resolved. Management
review will promote a better understanding of the positions of PONTIAC 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 binding arbitration under
the Dispute Resolution Process. The steps by which Dealer can seek management
review and binding arbitration are described in a separate booklet (GMMS 1019).
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Eighth ADVERTISING AND PROMOTIONAL ACTIVITIES
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Dealer shall promote the reputation of PONTIAC Products in the conduct of its
business. PONTIAC and Dealer shall not use any advertising or promotional
activity that may be harmful to that reputation. PONTIAC and Dealer shall not
engage in any unethical practices.
Ninth TRAINING
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PONTIAC and Dealer agree that professional and knowledgeable sales and service
personnel are essential to a satisfactory customer sales and service
experience. PONTIAC commits to providing training to its personnel. PONTIAC
also agrees to make available new Product and service training to all dealers.
Dealer agrees that it will require its personnel to attend training identified
by PONTIAC as necessary. If PONTIAC identifies Dealer deficiencies, Dealer
agrees that its sales and service personnel will complete courses specified by
PONTIAC to address those deficiencies. PONTIAC agrees to consult with the
established dealer advisory committee before adopting additional required
training. PONTIAC will consider the committee's recommendations as to content,
cost and frequency of additional required training.
Tenth DEALER FACILITY APPEARANCE
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Customers have high expectations for PONTIAC, its Products and dealers. As the
point of customer contact with PONTIAC Products, dealership Premises play a
significant role in determining whether a customer's sales and service
experience is consistent with these expectations. PONTIAC and Dealer recognize
it is essential that PONTIAC'S image and identity be reinforced at the
dealership level. Dealer therefore agrees to provide facilities that meet, in
appearance and quality, PONTIAC'S reasonable requirements. To assist Dealer,
PONTIAC will counsel and advise Dealer concerning facility appearance and
design. PONTIAC agrees to consult with the established dealer advisory
committee when developing appearance guidelines.
Eleventh TOOLS AND EQUIPMENT
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PONTIAC and Dealer acknowledge that a properly equipped dealership promotes
customer satisfaction and sale of PONTIAC Products. PONTIAC agrees to provide
Dealer with lists of essential tools and necessary equipment. PONTIAC will
endeavor to select tools and equipment whose acquisition cost is reasonable.
Dealer agrees that it will acquire and use essential tools and necessary
equipment identified by PONTIAC. PONTIAC agrees to consult with the established
dealer advisory committee prior to recommending or requiring tools or equipment
other than those determined by PONTIAC to be essential or necessary.
Twelfth BUSINESS PLANNING
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PONTIAC has established a business planning process to assist dealers. Dealer
agrees to prepare and submit any reasonable business plan required by PONTIAC.
PONTIAC agrees to provide Dealer with information specific to its dealership
and to assist Dealer in its business planning. PONTIAC agrees to improve the
business planning process based on experience with it and to consult with the
established dealer advisory committee before making substantive changes to the
process.
Thirteenth DEALER SALES AND SERVICE REVIEW
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PONTIAC'S willingness to enter into this agreement with Dealer is based in part
on Dealer's commitment to effectively sell and promote the purchase, lease and
use of PONTIAC Products in Dealer's Area of Primary Responsibility ("APR"). The
success of PONTIAC and Dealer depends to a substantial degree on Dealer's
taking advantage of available sales opportunities.
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Thirteenth
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Given this Dealer commitment, it is appropriate that PONTIAC regularly review
the sales effectiveness of Dealer. Accordingly, PONTIAC will provide an annual
written report advising dealer of Dealer's Retail Sales Index. The report will
also include Dealer's state ranking based on Dealer's Retail Sales Index, fleet
registrations in Dealer's APR and an area retail registration index. PONTIAC
agrees to consult with the established dealer advisory committee before making
any changes to the sales review process.
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 PONTIAC Products. PONTIAC also expects
Dealer to pursue available sales opportunities exceeding the minimum acceptable
standard. Additionally, PONTIAC'S expectations for performance in an area may
exceed the minimum acceptable standard for individual dealer compliance.
Fourteenth CUSTOMER ENTHUSIASM
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PONTIAC and Dealer recognize that it is in our mutual interest to deliver
products and services that exceed customer expectations and thereby achieve
customer enthusiasm. PONTIAC and Dealer will use the customer response
procedures designated in PONTIAC'S Service Policies and Procedures Manual to
resolve customer concerns. Periodically, PONTIAC will conduct Customer
Satisfaction Information Surveys (CSI) to determine customers overall
satisfaction with their purchase or service experience. Before making any
changes to the CSI procedure, PONTIAC will consult with the appropriate dealer
committee.
PONTIAC will review Dealer's performance of its responsibilities for customer
enthusiasm measured by the CSI. At least annually PONTIAC will inform Dealer in
writing of its CSI for overall satisfaction based upon both purchase experience
and service experience. We will relate this index to comparable indices
representing local and national geography. If Dealer's index places Dealer in
an unsatisfactory position for more than one year when compared to other
dealers, Dealer will, at PONTIAC'S request, participate in a comprehensive
review of Dealer's performance and develop a plan for improvement satisfactory
to Pontiac.
Fifteenth ADDITIONAL AGREEMENTS AND UNDERSTANDINGS
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The following agreements and understandings are hereby incorporated into this
Agreement:
EXCESSIVE FACILITY/RENT FACTOR
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and all existing addenda (other than Successor Addendum) relating to Dealer
Statement of Ownership, Dealer Location and Premises Addendum, Capital Standard
Addendum, Area of Primary Responsibility, Motor Vehicle Addendum and MDO
Addendum, if applicable, which have not been reexecuted at the time of this
agreement.
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EXECUTION OF AGREEMENT
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 PONTIAC by its General
Sales and Service Manager and his authorized representative. All
related agreements will be executed by the General Sales and Service
Manager or his authorized representative.
XXX PONTIAC-BUICK-GMC, INC.
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Dealer Firm Name
PONTIAC-GMC DIVISION
General Motors Corporation
By /s/ Xxxxx X. Xxxxxxxxxxxxx, III 12/16/96 By /s/ ????
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Dealer Operator Date General Sales and Service Manager
By /s/ ????
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Authorized Representative Date
