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EXHIBIT 10.32
OLDSMOBILE DIVISION
DEALER SALES AND SERVICE AGREEMENT
This Agreement, effective NOVEMBER 1, 1995, is entered into by General Motors
Corporation, Oldsmobile Division ("Oldsmobile"), a Delaware corporation, and
ROBERTSON OLDSMOBILE-CADILLAC, INC., a
[X] GEORGIA corporation, incorporated JULY 27, 1982;
[ ] Proprietorship;
[ ] partnership;
[ ] other - specify
doing business at 2355 BROWNS BRIDGE ROAD, GAINESVILLE, GEORGIA 30504-6064
("Dealer").
PREAMBLE
Oldsmobile has a long standing tradition Of providing quality vehicles of good
value. Building upon its heritage, Oldsmobile's mission is to work with
Oldsmobile dealers to earn and keep customers by providing internationally
focused vehicles and uncompromised satisfaction throughout the shopping, buying
and ownership experience.
The long term growth and mutual success of Oldsmobile and its dealers also
depends significantly upon the ability and efforts of its dealers. Oldsmobile
expects its dealers to effectively sell, service, and protect the reputation Of
Oldsmobile Products and to satisfy the customers of Oldsmobile Products in a
manner that demonstrates a caring attitude toward those customers.
CUSTOMER ENTHUSIASM
First
Exceeding customer expectation's is essential to the long term business success
of Oldsmobile and its dealers. Oldsmobile and Dealer are dedicated to continuous
improvement in customer enthusiasm by always striving to exceed customer
expectations.
Oldsmobile will advise Dealer no less than on a yearly basis of the results of
any dealer customer satisfaction index generated by Oldsmobile and relate such
index to local and national geography. In the event that customer satisfaction
surveys place Dealer in an unsatisfactory position relative to comparable
Oldsmobile dealers Dealer will, upon request of Oldsmobile, cooperate in a
review of Dealer's performance and participate in a Business Plan developed by
Dealer and Oldsmobile to improve Dealer's performance to an acceptable level.
To enhance customer enthusiasm, Oldsmobile has implemented the Oldsmobile Edge
program. Dealer participation is essential to the success of the program, and
Dealer agrees to participate in the program. Oldsmobile may modify the program
from time to time, and Oldsmobile will obtain input of the Board of Governance
before adopting such modifications.
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BOARD OF GOVERNANCE
Second
Oldsmobile has established (the Oldsmobile Board of Governance. Its purpose is
to foster and maintain a positive business relationship between Oldsmobile and
the Oldsmobile Dealer Body that recognizes the mutual interests and
interdependence of the parties. The Board is composed of all equal number of
Oldsmobile dealer members and Oldsmobile personnel and will provide input and
make recommendations to Oldsmobile on issues and subjects relating to their
common business interests.
The Board may establish advisory committees to investigate, review, and make
recommendations to the Board on various issues. Such advisory committees may
address issues such as retail network planning, retail and wholesale standards,
training, communications, product quality, facility size and image, long term
product planning, marketing and advertising, and other issues as may be
determined to be appropriate.
DEALER OPERATOR
Third
This Dealer Agreement is a personal service agreement entered into in reliance
on the qualifications of the Dealer Operator named below and on Dealer's
assurance that Dealer Operator will provide personal service by exercising full
managerial authority over Dealership Operations. Dealer Operator must also meet
all the other requirements set forth in Article 2 of (the Standard Provisions.
E. MOSS ROBERTSON, JR.
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DEALERSHIP IMAGE AND DESIGN
Fourth
As the point of customer contact with Oldsmobile Products, (the appearance and
quality of dealership premises affects customer perception of Oldsmobile
Products and Dealer. Dealer therefore agrees that its Dealership Premises will
be properly equipped and maintained, and that the interior and exterior retail
environment and signs will comply with any reasonable requirements and
standards established by Oldsmobile to promote and preserve the image of
Oldsmobile and its dealers. Oldsmobile will consult with and consider
recommendations of the Board of Governance with respect to image requirements
and standards. To assist Dealer, Oldsmobile will counsel and advise Dealer
concerning facility appearance and design.
ADVERTISING AND PROMOTIONAL ACTIVITY
Fifth
Oldsmobile and Dealer agree to promote Oldsmobile Products in the conduct of
their business, refrain from any activity harmful to the reputation of
Oldsmobile Products and maintain uniformly high standards of ethical
advertising. Oldsmobile believes in and supports dealer marketing associations
and encourages Dealer to support and participate in Dealer's local marketing
association.
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DEALER SALES REVIEW
Sixth
Oldsmobile will provide to Dealer, at least annually, a written Dealer Sales and
Registration Report ("Report") advising Dealer of Dealer's retail sales index,
Dealer's state ranking, and Oldsmobile's retail registration index and fleet
registration performance in Dealer's Area of Primary Responsibility. Oldsmobile
may modify the sales review process from time to time and will obtain input of
the Board of Governance before adopting such modifications.
A Retail Sales Index of 100 (as referenced in the Report) 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
Oldsmobile Products. Oldsmobile also expects Dealer to pursue available sales
opportunities exceeding the minimum acceptable standard. Additionally,
Oldsmobile expectations for performance in an area may exceed the minimum
acceptable standard for individual dealer compliance. In the event the Dealer's
Retail Sales Index or Dealer's state ranking or Oldsmobile's retail registration
index place Dealer in an unsatisfactory position Dealer will, upon request of
Oldsmobile, cooperate in a review of Dealer's performance and participate in a
Business Plan developed by Dealer and Oldsmobile.
TRAINING
Seventh
Oldsmobile and Dealer agree that professional and knowledgeable personnel are
essential to customer enthusiasm and to the long term success of Oldsmobile and
Dealer. Accordingly, Oldsmobile agrees to make available or recommend product,
sales, service and parts, accounting and business management training for its
dealers. Dealer agrees that its personnel will attend training identified by
Oldsmobile as necessary. If Oldsmobile identifies Dealer deficiencies, Dealer
agrees that its personnel will complete courses specified by Oldsmobile.
Oldsmobile agrees to consult with the Board of Governance before adopting
additional required training and will consider the Board of Governance
recommendations as to content and frequency of additional required training.
Oldsmobile and Dealer acknowledge that competent training from other sources is
available and that Dealer may benefit from such training.
TOOLS AND EQUIPMENT
Eight
Oldsmobile and Dealer acknowledge that a properly equipped dealership promotes
customer enthusiasm and sale of Oldsmobile Products. Oldsmobile agrees to
provide Dealer with lists of those tools and equipment that Oldsmobile regards
as essential. Dealer agrees that it will acquire and use essential tools and
equipment identified by Oldsmobile. Oldsmobile agrees to consult with the Board
of Governance prior to requiring additional tools or equipment other than those
required to service new model Products.
SOFTWARE
Ninth
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.
BUSINESS MANAGEMENT RESPONSIBILITY
Tenth
If Dealer is an authorized Dealer for more than one division of General Motors,
OLDSMOBILE DIVISION will be primarily responsible for administering the
provisions of the Dealer Agreement relating to the Dealer Statement of
Ownership, Dealership Location and Premises Addendum, and Capital Standard
Addendum. OLDSMOBILE DIVISION will execute or extend the appropriate documents
for all Divisions.
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TERM OF AGREEMENT
Eleventh
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 Oldsmobile at the expiration date if Oldsmobile
determines Dealer has fulfilled its obligations under this Agreement.
DISPUTE RESOLUTION PROCESS
Twelfth
Oldsmobile has long recognized that mutual respect, trust, and confidence are
vital to the relationship between Oldsmobile and each authorized dealer. In
those instances where a dispute arises between Dealer and Oldsmobile, Dealer is
encouraged to present the matter to Oldsmobile management for review. If the
matter is not resolved through management review, the provisions of the Dispute
Resolution Process will apply. Oldsmobile will provide Dealer with a written
copy of (the Dispute Resolution Process. Oldsmobile may modify the Dispute
Resolution Process from time to time, and will obtain input from the Board of
Governance before adopting such modifications.
INCORPORATION OF STANDARD PROVISIONS
Thirteenth
The "Standard Provisions" (GMMS 1013) are incorporated as a part of this
Agreement.
ADDITIONAL AGREEMENTS AND UNDERSTANDINGS
Fourteenth
The following agreements and understandings are hereby incorporated into this
Agreement:
(List any special letters, facility agreements, etc.)
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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 Multiple
Dealer Operator Addendum, if applicable, which have not been re-executed 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) on behalf of Oldsmobile 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.
ROBERTSON OLDSMOBILE-CADILLAC, INC.
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Dealership Name
OLDSMOBILE DIVISION
General Motors Corporation
By: /s/ C M ROBERTSON JR. 8/28/95 By: /s/ D. E. LAKTI
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Dealer Operator Date General Sales Service Manager
By:
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Authorized Representative Date