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EXHIBIT 10.27
CHRYSLER MOTORS CORPORATION
CHRYSLER
SALES AND SERVICE AGREEMENT
GRINDSTAFF CHEVROLET, INC. dba GRINDSTAFF CHRYSLER PLYMOUTH DODGE
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(Dealer Name)
located at 2226 WEST ELK AVENUE ELIZABETHTON, TN
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(Street) (City) (State)
a(n) Corporation hereinafter called DEALER, and
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(Individual, Corporation, or Partnership)
Chrysler Motors Corporation, a Delaware corporation, hereinafter sometimes
referred to as "CMC," have entered into this Chrysler Motors Corporation
Chrysler Sales and Service Agreement, hereinafter referred to as "Agreement,"
the terms of which are as follows:
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INTRODUCTION
The purpose of the relationship established by this Agreement is to provide a
means for the sale and service of specified Chrysler vehicles and the sale of
CMC vehicle parts and accessories in a manner that will maximize customer
satisfaction and be of benefit to DEALER and CMC.
While the following provisions, each of which is material, set forth the
undertakings of this relationship, the success of those undertakings rests on a
recognition of the mutuality of interests of DEALER and CMC, and a spirit of
understanding and cooperation by both parties in the day to day performance of
their respective functions. As a result of such considerations, CMC has
entered into this Agreement in reliance upon and has placed its trust in the
personal abilities, expertise, knowledge and integrity of DEALER'S principal
owners and management personnel, which CMC anticipates will enable DEALER to
perform the personal services contemplated by this Agreement.
It is the mutual goal of this relationship to promote the sale and service of
specified CMC products by maintaining and advancing their excellence and
reputation by earning, holding and furthering the public regard for CMC and all
CMC dealers.
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1 PRODUCTS COVERED
DEALER has the right to order and purchase from CMC and to sell at retail only
those specific models of CMC vehicles, sometimes referred to as "specified CMC
vehicles," listed on the Motor Vehicle Addendum, attached hereto and
incorporated herein by reference. CMC may change the models of CMC vehicles
listed on the Motor Vehicle Addendum by furnishing DEALER a superseding Motor
Vehicle Addendum. Such a superseding Motor Vehicle Addendum will not be
deemed or construed to be an amendment to this Agreement.
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2 DEALER'S MANAGEMENT
CMC has entered into this Agreement relying on the active, substantial and
continuing personal participation in the management of DEALER'S organization by:
NAME POSITION
Steven E. Grindstaff President
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DEALER represents and warrants that at least one of the above named individuals
will be physically present at the DEALER'S facility (sometimes referred to as
"Dealership Facilities") during most of its operating hours and will manage all
of DEALER'S business relating to the sale and service of CMC products. DEALER
shall not change the personnel holding the above described position(s) or the
nature and extent of his/her/their management participation without the prior
written approval of CMC.
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3 DEALER'S CAPITAL STOCK OR PARTNERSHIP INTEREST
If DEALER is a corporation or partnership, DEALER represents and agrees that
the persons named below own beneficially the capital stock or partnership
interest of DEALER in the percentages indicated below. DEALER warrants there
will be no change affecting more than 50% of the ownership interest of DEALER,
nor will there be any other change in the ownership interest of DEALER which
may affect the managerial control of DEALER without CMC's prior written
approval.
Voting Non-Voting Partnership Active
Name Stock Stock Interest Yes/No
Steven E. Grindstaff 100% % % Yes
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% % %
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% % %
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% % %
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Total 100% % %
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4 SALES LOCALITY
DEALER shall have the non-exclusive right, subject to the provisions of this
Agreement, to purchase from CMC those new specified CMC vehicles, vehicle
parts, accessories and other CMC products for resale at the DEALER'S facilities
and location described in the Dealership Facilities and Location Addendum,
attached hereto and incorporated herein by reference. DEALER will actively and
effectively sell and promote the retail sale of CMC vehicles, vehicle parts and
accessories in DEALER'S Sales Locality. As used herein, "Sales Locality" shall
mean the area designated in writing to DEALER by CMC from time to time as the
territory of DEALER'S responsibility for the sale of CMC vehicles, vehicle
parts and accessories, although DEALER is free to sell said products to
customers wherever they may be located. Said Sales Locality may be shared with
other CMC dealers as CMC determines to be appropriate.
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5 ADDITIONAL TERMS AND PROVISIONS
The additional terms and provisions set forth in the document entitled
"Chrysler Motors Corporation Sales and Service Agreement Additional Terms and
Provisions" marked "Form 88CMC," as may hereafter be amended from time to time,
constitute a part of this Agreement with the same force and effect as if set
forth at length herein, and the term "this Agreement" includes said additional
terms and provisions.
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6 FORMER AGREEMENTS, REPRESENTATIONS OR STATEMENTS
This Chrysler Motors Corporation Chrysler Sales and Service Agreement and other
documents, (or their successors as specifically provided for herein) which are
specifically incorporated herein by reference constitute the entire agreement
between the parties relating to the purchase by DEALER of those new specified
CMC vehicles, parts and accessories from CMC for resale; and it cancels and
supersedes all earlier agreements, written or oral, between CMC and DEALER
relating to the purchase by DEALER of Chrysler vehicles, parts and accessories,
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except for (a) amounts owing by CMC to DEALER, such as payments for warranty
service performed and incentive programs, or (b) amounts owing or which may be
determined to be owed, as a result of an audit or investigation, by DEALER TO
CMC due to DEALER'S purchase from CMC of vehicles, parts, accessories and other
goods or services, or (c) amounts DEALER owes to CMC as a result of other
extensions of credit by CMC to DEALER. No representations or statements, other
than those expressly set forth herein or those set forth in the applications for
this Agreement submitted to CMC by DEALER or DEALER's representatives, are made
or relied upon by any party hereto in entering into this Agreement.
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7 WAIVER AND MODIFICATION
No waiver, modification or change of any of the terms of this Agreement or
change or erasure of any printed part of this Agreement or addition to it
(except the filling in of blank spaces and lines) will be valid or binding on
CMC unless approved in writing by the President or a Vice President or the
National Dealer Placement Manager of Chrysler Motors Corporation.
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8 AMENDMENT
DEALER and CMC recognize that this Agreement does not have an expiration date
and will continue in effect unless terminated under the limited circumstances
set forth in Paragraph 28. DEALER and CMC further recognize that the passage of
time, changes in the industry, ways of doing business and other unforeseen
circumstances may cause CMC to determine that it should amend all Chrysler
Motors Corporation Chrysler Sales and Service Agreements. Therefore, CMC will
have the right to amend this Agreement to the extent that CMC deems advisable,
provided that CMC makes the same amendment in Chrysler Motors Corporation
Chrysler Sales and Service Agreements generally. Each such amendment will be
issued in a notice sent by certified mail or delivered in person to DEALER and
signed by the President or a Vice President or the National Dealer Placement
Manager of Chrysler Motors Corporation. Thirty-five (35) days after mailing or
delivery of such notice to DEALER, this Agreement will be deemed amended in the
manner and to the extent set forth in the notice.
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9 ARBITRATION
Any and all disputes arising out of or in connection with the interpretation,
performance or nonperformance of this Agreement or any and all disputes arising
out of or in connection with transactions in any way related to this Agreement
(including, but not limited to, the validity, scope and enforceability of this
arbitration provision, or disputes under rights granted pursuant to the statutes
of the state in which DEALER is licensed) shall be finally and completely
resolved by arbitration pursuant to the arbitration laws of the United States of
America as codified in Title 9 of the United States Code, Sections 1-14, under
the Rules of Commercial Arbitration of the American Arbitration Association
(hereinafter referred to as the "Rules") by a majority vote of a panel of three
arbitrators. One arbitrator will be selected by DEALER (DEALER'S arbitrator).
One arbitrator will be selected by CMC (CMC'S arbitrator). These arbitrators
must be selected by the respective parties within ten (10) business days after
receipt by either DEALER or CMC of a written notification from the other party
of a decision to arbitrate a dispute pursuant to this Agreement. Should either
CMC or DEALER fail to select an arbitrator within said ten-day period, the party
who fails to select an arbitrator will have its arbitrator selected by the
American Arbitration Association upon the application of the other party. The
third arbitrator must be an individual who is familiar with business
transactions and be a licensed attorney admitted to the practice of law within
the United States of America, or a judge. The third arbitrator will be selected
by DEALER'S and CMC'S arbitrators. If said arbitrators cannot agree on a third
arbitrator within thirty (30) days from the date of the appointment of the last
selected arbitrator, then either DEALER'S or CMC'S arbitrator may apply to the
American Arbitration Association to appoint said third arbitrator pursuant to
the criteria set forth above. The arbitration panel shall conduct the
proceedings pursuant to the then existing Rules.
Notwithstanding the foregoing, to the extent any provision of the Rules conflict
with any provision of this Paragraph 9, the provisions of this Paragraph 9 will
be controlling.
CMC and DEALER agree to facilitate the arbitration by: (a) each party paying to
the American Arbitration Association one-half (1/2) of the required deposit
before the proceedings commence; (b) making available to one another and to the
arbitration panel, for inspection and photocopying all
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documents, books and records, if determined by the arbitration panel to be
relevant to the dispute; (c) making available to one another and to the
arbitration panel personnel directly or indirectly under their control, for
testimony during hearings and prehearing proceedings if determined by the
arbitration panel to be relevant to the dispute; (d) conducting arbitration
hearings to the greatest extent possible on consecutive business days; and (e)
strictly observing the time periods established by the Rules or by the
arbitration panel for the submission of evidence and of briefs.
Unless otherwise agreed to by CMC and DEALER, a stenographic record of the
arbitration shall be made and a transcript thereof shall be ordered for each
party, with each party paying one-half (1/2) of the total cost of such
recording and transcription. The stenographer shall be state-certified, if
certification is made by the state, and the party to whom it is most convenient
shall be responsible for securing and notifying such stenographer of the time
and place of the arbitration hearing(s).
If the arbitration provision is invoked when the dispute between the parties is
either the legality of terminating this Agreement or of adding a new CMC dealer
of the same line-make or relocating an existing CMC dealer of the same
line-make, CMC will stay the implementation of the decision to terminate this
Agreement or add such new CMC dealer or approve the relocation of an existing
CMC dealer of the same line-make until the decision of the arbitrator has been
announced, providing DEALER does not in any way attempt to avoid the
obligations of this Paragraph 9, in which case the decision at issue will be
immediately implemented.
Except as limited hereby, the arbitration panel shall have all powers of law
and equity, which it can lawfully assume, necessary to resolve the issues in
dispute including, without limiting the generality of the foregoing, making
awards of compensatory damages, issuing both prohibitory and mandatory orders
in the nature of injunctions and compelling the production of documents and
witnesses for pre-arbitration discovery and/or presentation at the arbitration
hearing on the merits of the case. The arbitration panel shall not have legal
or equitable authority to issue a mandatory or prohibitory order which: (a)
extends or has effect beyond the subject matter of this Agreement, or (b) will
govern the activities of either party for a period of more than two years; nor
shall the arbitration panel have authority to award punitive, consequential or
any damages whatsoever beyond or in addition to the compensatory damages
allowed to be awarded under this Agreement.
The decision of the arbitration panel shall be in written form and shall
include findings of fact and conclusions of law.
It is the intent and desire of DEALER and CMC to hereby and forever renounce and
reject any and all recourse to litigation before any judicial or administrative
forum and to accept the award of the arbitration panel as final and binding,
subject to no judicial or administrative review, except on those grounds set
forth in 9 USC Section 10 and Section 11. Judgement on the award and/or orders
may be entered in any court having jurisdiction over the parties or their
assets. In the final award and/or order, the arbitration panel shall divide all
costs (other than attorney fees, which shall be borne by the party incurring
such fees and other costs specifically provided for herein) incurred in
conducting the arbitration in accordance with what the arbitration panel deems
just and equitable under the circumstances. The fees of DEALER's arbitrator
shall be paid by DEALER. The fees of CMC's arbitrator shall be paid by CMC.
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10 SIGNATURE
This Agreement becomes valid only when signed by the President or a Vice
President or the National Dealer Placement Manager of Chrysler Motors
Corporation and by duly authorized officer or executive of DEALER if a
corporation; or by one of the general partners of DEALER if a partnership; or
by DEALER if an individual.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement which is
finally executed at DETROIT, Michigan, in triplicate, on April 11, 1990.
GRINDSTAFF CHEVROLET, INC.
DBA GRINDSTAFF CHRYSLER PLYMOUTH DODGE
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(DEALER - Firm Name)
By /s/ [ILLEGIBLE]
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(Individual Duly Authorized to Sign)
President
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(Title)
CHRYSLER MOTORS CORPORATION
By /s/ [ILLEGIBLE]
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National Dealer Placement Manager
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(Title)