10.42* GMAC Retail Plan Agreement
GMAC RETAIL PLAN
This Agreement between General Motors Acceptance Corporation, 0000 Xxxx
Xxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxx, 00000 ("GMAC") and Major Fleet & Leasing
Corp. located at 0000 Xxxxxxxx Xxxx. Xxxxxx, XX 00000 (Dealership Name)
hereinafter called Dealer, sets out the basic terms under which retail
installment contracts between Dealer and a retail buyer ("Contracts") may be
purchased by GMAC from Dealer and the rights and obligations of Dealer and GMAC
with regard to those Contracts. Sections I and IV of this Agreement also set out
additional rights and obligations of Dealer and GMAC with regard to Contracts
assigned to GMAC by General Motors Corporation.
I Sale and Purchase of Contracts
GMAC may purchase Contracts offered by Dealer it acceptable to GMAC at a
discount rate established from time to time by GMAC. Any excess of the finance
charge stated in the Contract over the GMAC discount ("Difference") shall be
governed by the following:
A On Contracts assigned with recourse ('Recourse Transactions"), Dealer
unconditionally guarantees payment on demand of the unpaid balance of the
Contract and all losses and expenses Incurred by GMAC in the event of a default
in payment of any installment that results in repossession of the vehicle,
except as otherwise provided by the terms of this Agreement. GMAC will retain
from the Difference and credit to a Dealer account with GMAC an amount
designated by GMAC, constituting a percentage of the unpaid balance on
Contracts. The remainder of the Difference will be paid to Dealer by GMAC. The
Dealer account will secure all obligations of Dealer to GMAC and will be reduced
by: (a) the amount of Dealer's proportionate share of any prepayment rebate and
(b) any other obligations of Dealer to GMAC. Periodically, GMAC will pay Dealer
the amount of credits in the Dealer account which are in excess of a percentage
designated by GMAC of the total unpaid balances outstanding on Contracts. GMAC
reserves the right to suspend such payments or require Dealer to increase the
amount of credits in such account if GMAC deems such action necessary to protect
its interests.
B On Contracts assigned without recourse ("Non-Recourse Transactions"), Dealer
has no payment obligations to GMAC In the event of default in payment by Buyer
under a Contract, except such obligations as may be imposed by operation of
Section IV below. On Contracts assigned with limited recourse ("Limited Recourse
Transactions"), Dealer unconditionally guarantees payment on demand of the
unpaid balance of the Contract up to the amount agreed upon between Dealer and
GMAC, except as modified by operation of Section IV below. On Non-Recourse
Transactions and Limited Recourse Transactions, GMAC will credit the Difference
to a Dealer account, which will secure all obligations of Dealer to GMAC.
Monthly, the amount so credited will be paid to Dealer, less (a) the Dealer's
proportionate share of any prepayment rebate and (b) any other obligations of
Dealer to GMAC. If, in any month, the credits in the Dealer account are
insufficient to cover (a) and (b) above, the shortage will be promptly paid by
Dealer.
II Perfection of Security Interest in Vehicles Covered by Contracts
Unless required by local law, it is not necessary for Dealer to file or record
Contracts or other documents to perfect the security interest in a vehicle sold
pursuant to a Contract, as this responsibility will be assumed by GMAC. However.
it is Dealer's responsibility to complete the necessary forms and documents at
the time of sale and forward them together with the appropriate fees to those
public officials who are responsible for issuing the certificate of title or
registration.
III Insurance
A Unless prohibited by law, there must be physical damage Insurance acceptable
to GMAC covering the vehicle referred to in a Contract against fire, theft and
collision. However, collision coverage is not required on vehicles having an
unpaid cash price balance less than $2000, or such other amount as may be
established from time to time by GMAC.
B If complete and accurate information about insurance is furnished to GMAC at
the time GMAC purchases the Contract, GMAC wit assume responsibility for the
Buyer's compliance with insurance
requirements thereafter. If complete and accurate information about insurance is
not furnished to GMAC at the time GMAC purchases the Contract, Dealer will be
responsible for any loss that would have been covered by required insurance.
However. GMAC will assume responsibility for any uninsured losses occurring
after twelve (12) months from the date of the Contract.
C on Recourse Transactions involving repossessed vehicles with insurable damage,
GMAC will adjust any unpaid balance due from Dealer after repossession by the
amount of one collision deductible and/or one comprehensive deductible not to
exceed maximum deductible amounts established from time to time by GMAC. In each
case the damage on a single loss must exceed the deductible. In the case of a
vehicle not covered by collision insurance because the unpaid cash price balance
was less than $2000 or such other amount as GMAC shall establish from time to
time, GMACs adjustment will be limited to the lesser of the cost of repair, or
the unpaid balance reduced by the salvage value of the vehicle.
IV Dealer Warranties, Representations and Indemnification
With respect to any Contracts, Dealer warrants and represents: (1) The Contract
arose from the sale of the property described on the face of the Contract; (2)
Dealer had title to the property at the time of sale free of any liens, except
liens In favor of General Motors Corporation or GMAC; (3) All disclosures
required by the law were properly made to the Buyer prior to the Buyer signing
the Contract; (4) All insurance documentation will be delivered to the Buyer
within the time required by law-, (5) To the best of Dealer's knowledge, the
Customer Statement submitted is accurate; (6) The downpayment received by Dealer
is exactly as stated; (7) The Contract is enforceable; and (f Dealer is licensed
as required by law.
Each of these warranties and representations is material to GMAC's acceptance of
the Contract. If any of them Is breached or Is erroneous Dealer unconditionally
promises to accept assignment of the Contract and to pay GMAC, upon demand, the
full amount of the unpaid balance under the Contract. Dealer also agrees to
indemnify GMAC to the full extent of all losses or expenses incurred by GMAC as
result of such breach or error.
Dealer agrees to indemnify GMAC for any judicial set-off or loss suffered as a
result of acclaim or defense of Buyer against Dealer
If a Contract is rescinded. declared unenforceable. or voided by a court or an
arbitrator. Dealer shall pay GMAC the full amount GM paid for the contract.
Dealer shall be liable even if a waiver. compromise. settlement or variation of
the terms of the Contract releases the Buyer.
It Dealer breaches this Agreement Dealer shall pay GMAC all losses and expenses
incurred by GMAC as a result of such breach. addition Dealer shall indemnify
GMAC to any losses incurred by GMAC because of any judicial set-off or recovery
suffered because
Major Fleet & Leasing Corp.
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, President
V Extended Warranty Protection and Service Contracts
If a Contract includes a charge for extended warranty protection or for a
service contract offered by or through Dealer Dealer agrees to purchase the
Contract from GMAC upon demand for the amount of the unpaid balance of the
Contract if a claim or defense is asserted under the warranty or service
contract and Dealer Is not able to resolve the dispute with the Buyer within
ninety (90) days of the oldest unpaid installment.
V1 Repossession, Redemption and Disposition
A Recourse Transactions-in the event a default by the Buyer results in
repossession, Dealer shall pay GMAC the unpaid balance (less applicable
adjustments) if the vehicle Is returned to Dealer within ninety (90) days or
such other period as the Dealer and GMAC may agree after the Buyer's default in
payment of the oldest unpaid installment; provided, however, that (1) this time
period will not be applicable if Dealer is
in breach of this Agreement or the Contract covering the vehicle at the time of
repossession; and provided further that (11) the running of this time period
will be suspended In the event legal proceedings or arbitration, or confiscation
or impoundment of the vehicle temporarily preclude GMAC from repossessing or
returning the vehicle.
With respect to all repossessions returned to Dealer after the date of this
Agreement, regardless of when the Contract covering that vehicle was purchased
by GMAC, Dealer shall dispose of the vehicle and account to the Buyer in
accordance with the following (to the extent permitted under applicable law.
1 The Buyer has by law the right to redeem the vehicle at any time before the
vehicle has been disposed of or a contract is entered into for its disposition.
2 Following repossession, GMAC will send a notice informing the Buyer of the
right to redeem. the amount necessary to redeem as of the date of the notice,
and the date before which the vehicle may not be disposed of. A copy of this
notice will be sent to Dealer. Dealer must permit the Buyer to redeem the
vehicle in accordance with this notice, except In the limited circumstances set
forth in the Repossession Accounting Procedures In the General Motors Dealers
Standard Accounting System Manual ("Repossession Accounting Procedures"). Only
such expenses as are allowable under the Repossession Accounting Procedures
shall be Included in computing the amount Buyer must pay to redeem the vehicle.
3 If the Buyer fails to redeem the vehicle by the date before which the vehicle
may not be disposed of, the Contract will be assigned to Dealer without recourse
against GMAC. Dealer shall pay GMAC the amount due within fifteen (15) days of
the date of GMAC's request for payment or immediately upon disposition of the
vehicle, whichever occurs first. It payment is not received by GMAC within the
fifteen (15) day period, GMAC may assess a charge thereafter at a rate
established from time to time by GMAC.
4 Unless the Buyer redeems the vehicle, Dealer shall (1) dispose of it and (H)
account to the Buyer, in accordance with the Repossession Accounting Procedures,
which set forth the procedure for determining whether a surplus exists. Dealer
is responsible for determining if a surplus or deficiency results from the
disposition of the vehicle and In doing so may deduct only allowable expenses
and other Items defined In the Repossession Accounting Procedures.
5 If there are available funds as calculated under the Repossession Accounting
Procedures, Dealer shall pay GMAC Its allowable expenses and allowances out of
the proceeds of disposition.
6 Dealer is responsible for paying the Buyer any surplus resulting from the
disposition of the vehicle and Dealer must pay the surplus and account to the
Buyer within a reasonable period of time of disposition.
7 If a deficiency results which is legally collectible and Dealer elects to
attempt collection, Dealer must provide the Buyer with an accounting of the
disposition In accordance with the Repossession Accounting Procedures.
8 If all or a portion of a deficiency is collected, Dealer shall pay GMAC such
portion of the net amount collected as the amount of GMAC's allowable expenses
and allowances bears to the total deficiency.
B Non-Recourse Transactions and Limited Recourse Transactions- Except as
provided herein or as otherwise agreed, Dealer will have no responsibility for a
Buyer default or disposition of a repossessed vehicle.
VII Termination
GMAC or Dealer may terminate this Agreement upon written notice to the other
party, effective immediately The termination of this Agreement shall not release
GMAC or Dealer from any obligations incurred with regard to Contracts that are
subject to this Agreement or any other agreement.
VIll Miscellaneous
A Dealer Not Made Agent or Representative of GMAC-This Agreement does not make
either party the agent or legal representative of the other for any purpose
whatsoever, nor does It grant either party any authority to assume or to create
any obligation on behalf of - or in the name of the other Neither party owes the
other any fiduciary obligation.
8 Dealer's participation in the GMAC Retail Plan is at Dealer's sole election
and GMAC and Dealer acknowledge that Dealer Is free to secure either wholesale
or retail financing from the financial institution of Dealer's choice.
IX Other Agreements
This Agreement cancels and supersedes the provisions relating to the GMAC Retail
Plan In the "GMAC Manual for Exclusive Use of Dealers In Motor Vehicles of
General Motors Make" ("Manual"). The terms of this Agreement may be modified and
supplemented by agreements now existing, except for the Manual,
or subsequently entered Into between GMAC and Dealer relating to the retail
financing of motor vehicles (e.g.. General Motors Acceptance Corporation Dealer
Retail Passenger Car Fleet Financing Agreement, General Motors Acceptance
Corporation Dealer Retail Truck Financing Agreement).
No modification of the terms of this Agreement shall be binding upon Dealer or
GMAC unless it is in writing and is signed by authorized representatives of
Dealer and GMAC. Dealer waives notice of acceptance of any guarantee in this
agreement and notices of non-payment and non-performance.
Dated: April 26, 1990
GENERAL MOTORS ACCEPTANCE CORPORATION
