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EXHIBIT 10.41
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PONTIAC-GMC DIVISION
GMC DEALER SALES AND SERVICE AGREEMENT
This Agreement, effective DECEMBER 16, 1996, is entered into by General
Motors Corporation, GMC ("GMC"), a Delaware corporation, and
JAY PONTIAC-BUICK-GMC, INC._______________________________ ,a
/x/ GEORGIA corporation, incorporated on DECEMBER 27, 1983;
/ / proprietorship;
/ / partnership;
/ / other-specify ________________________________________
doing business at 1661 WHITTLESEY ROAD
COLUMBUS, GEORGIA 31904___________("Dealer").
PREAMBLE
GMC and its Dealer Partners... Leaders in Delivering Best-In-Class
Trucks, Vans and Innovative Services with a Personal Touch Achieving
Total Customer Enthusiasm.
To attain these goals, GMC and its Dealer Partners firmly acknowledge:
That achieving total customer enthusiasm must be the objective
of every endeavor;
That continuous improvement is critical to our ongoing success;
That teamwork is essential to our survival;
That mutual trust and respect are absolute.
GMC is committed to providing good value to dealers and customers through
sound marketing, sales and service programs, quality products, effective
resource deployment, simplified administrative activities, and effective
communications.
GMC is committed to building a business relationship of preference for
General Motors dealers.
In pursuit of total customer enthusiasm, it is essential that GMC and its
Dealer Partners work closely in a spirit of mutual trust and continuous
improvement.
This Agreement is founded on these mutually shared business goals, and is
based upon certain mutual commitments:
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First
TERM OF AGREEMENT
This Agreement shall expire on OCTOBER 31, 2000 or ninety (90) 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 GMC at the expiration date if GMC determines
Dealer has fulfilled its obligations under this Agreement. Dealer will be
provided notice of possible nonrenewal of the Agreement in accordance with
Article 13.2 of the Standard Provisions in order that Dealer may correct any
failure or breach of the Dealer Agreement prior to its expiration or nonrenewal.
If the breach of the Agreement or failure to perform the conditions of the
Agreement is corrected to the satisfaction of GMC, a replacement Agreement will
be offered at the appropriate time.
Second
INCORPORATION OF PROVISIONS
The "Standard Provisions" (Form GMMS 1013) are incorporated as a part of this
Agreement.
Third
DEALER OPERATOR
Dealer agrees that the following Dealer Operator will provide personal services
in accordance with Article 2 of the Standard Provisions:
JAMES G. STELZENMULLER, III
_____________________________________________________________________
_____________________________________________________________________
Fourth
BUSINESS PLAN
To achieve our mutual commitments, GMC Dealer will develop an appropriate
Business Plan focused on continuous improvement of Dealer's operations. Such
Business Plan will address all sales and service aspects of Dealer's operations,
including an emphasis on total customer enthusiasm.
Such Business Plan will be developed and reviewed annually. GMC will assist in
preparing the Dealer's Business Plan that is in keeping with the objectives of
GMC and Dealer.
GMC will provide Dealer with business goals, business planning consultation,
performance standards to assist Dealer in the evaluation of its performance, and
information directed to the specific requirements of Dealer.
Dealer will provide GMC with sales and customer satisfaction forecasts and
business goals that are supported by action plans and are based upon market
analysis, arrived at through the Business Plan process. Dealer will provide, on
an ongoing basis, continuous market-driven information regarding customer needs
and expectation.
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Fifth
DEALER SALES AND SERVICE REPORTS
At least once a year GMC will provide to Dealer written reports on Dealer's
sales, service and customer satisfaction performance.
The sales report will provide Dealer with specific information relating to the
minimum number of retail units GMC expected to register as its percentage of
market share and compare Dealer's retail sales to those Expected registrations.
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 GMC Products. GMC also expects Dealer to
pursue available sales opportunities exceeding the minimum acceptable standard.
Dealers authorized to sell and service GMC medium duty product will be provided
specific information relating to the total medium truck business available in
the Dealer's APR. GMC will review the service and customer satisfaction
performance of Dealer and provide Dealer with a written report or reports at
least once a year. The reports will be based primarily on customer responses to
owner survey questions. GMC will consult with the National Dealer Council before
deciding to materially change the way these reports are developed.
Dealer's performance based upon expected performance levels will become the
target which Dealer attains continuous improvement. The Business Plan provides
the process by which Dealer continually improves.
GMC will provide periodic updates of marketing data that reflect market
conditions within Dealer's APR.
Sixth
CUSTOMER ENTHUSIASM
GMC and Dealer recognize that it is in our mutual interest to deliver products
and services that exceed customer expectations. GMC and Dealer will use the
procedures designated in GM's Service Policies and Procedures Manual to resolve
customer complaints. Periodically, GMC will survey customers of Dealers to
determine their overall satisfaction with their selling and servicing dealer.
GMC will review Dealer's performance of the Standards for customer enthusiasm.
At least annually GMC will inform Dealer in writing of its Customer
Satisfaction Information ("CSI") for overall satisfaction based upon both
purchase/delivery experience and service experience. GMC will relate this index
to comparable indices representing local and national geography. If Dealer's
index places Dealer in an unsatisfactory position when compared to other
dealers for more than one year, Dealer will, at GMC's request, participate in a
comprehensive review of Dealer's performance and plan for improvement. Before
making any changes to the CSI procedure, GMC will consult with the appropriate
Dealer Council committee.
Seventh
COMMUNICATIONS/DEALERSHIP EQUIPMENT
To improve Dealer and GMC communications and customer enthusiasm, and to enhance
value to Dealer, Dealer will install and maintain the systems, equipment and
supporting software as required by GMC. Such systems, equipment and support
software includes but may not be limited to:
* Dealer Communication System (DCS) and trained DCS operators
* GM Pulsat Network
* GM PROSPECT
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Seventh
New or existing communications and dealership equipment systems and technology
that may become available will be reviewed with the National Dealer Council
before the decision is made to require their use by Dealer.
GMC acknowledges the importance of dealer input on matters that affect the
dealer's business. GMC will endeavor to seek counsel from the appropriate dealer
advisory committees to the extent marketplace conditions allow, before making
decisions on matters that directly affect all GMC dealers. Dealer input will not
normally be solicited for matters involving specific dealers, dealer network
planning, and production and distribution of Product.
Eighth
DEALER TRAINING
In addition to the requirements specified in Article 8 of the Standard
Provisions, Dealer agrees to utilize other sources to supplement its training in
order to meet the minimum operations requirements.
Dealer will also have appropriate personnel participate in the following
required courses:
- Professional Performance Network (PPN)
- Trans-Tech Guild
- Service Training Standards courses, and their prerequisites, as required,
at GM Training Centers or other approved training institutions.
- Certified Plus Programs provided by GMC as high priority for in-dealership
service training.
GMC will train its wholesale organization to effectively address the needs of
Dealer.
Future required training will be reviewed by the National Dealer Council prior
to determining training courses or programs for use by Dealer.
Ninth
DEALER IDENTIFICATION, IMAGE AND FACILITIES
Dealer and GMC recognize the importance of representing GMC Products to the
fullest extent possible. Accordingly, Dealer agrees to prominently display GMC
vehicles in new vehicle display areas and new vehicle storage areas; to
conspicuously display GMC literature, merchandising elements and marks, both
inside and outside the dealer facilities; and to maintain facilities that will
enhance the effective performance of Dealership Operations.
GMC supports the On-Going Merchandising Programs for Light, Medium Conventional,
and Medium Low Cab Forward as well as the Service Merchandising Program, and GMC
encourages Dealer to support and participate in the merchandising programs for
each product line Dealer is authorized to sell and service.
Dealer and GMC acknowledge the importance of providing one consistent facility
image nationwide for a single line GMC dealer. Accordingly, Dealer agrees to
totally implement the approved GMC Facility Image Program when a facility is
built or renovated. If Dealership includes another General Motors Division(s)
and Dealer implements that Division's facility image program, Dealer agrees to
implement GMC Image elements as specified by GMC.
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Ninth
Dealer will prominently use GMC's marks on all Dealer advertising,
merchandising and other literature. Dealer will also include GMC in its name
whenever Dealer name includes the name of other vehicle name plates or brands.
GMC will consult with the National Dealer Council before deciding to modify
facility requirements.
Tenth
DEALER ADVERTISING
GMC supports dealer advertising associations and encourages Dealer to support
and participate in an advertising association in its respective area.
Eleventh
DEALER COUNCIL REPRESENTATION
GMC will support two National Dealer Councils comprised of a representative
number of dealers, elected by GMC and Chevrolet Medium Duty Truck dealers as
appropriate, who will convey the concerns of dealers to GMC. A Light Duty
National Dealer Council will be comprised of GMC light truck dealers, and a
Medium Duty National Dealer Council comprised of GMC and Chevrolet Medium Truck
dealers. The National Dealer Council representatives, GMC management, and GMC
dealers will serve jointly on committees which are created to focus on issues
of mutual concern to dealers and GMC. Chevrolet Medium Truck dealers will serve
on Medium Duty Council committees. GMC will meet with its National Dealer
Council periodically to review those concerns and other mutual business issues.
The responsibility of the GMC National Dealer Council is to develop and
maintain a business relationship between GMC and the dealer body that fosters
the mutual interests of both Dealer and GMC. Council representatives will
communicate with the dealer body in the Zone/Area they are representing by
providing feedback on dealer council activities and informing the Dealer
Council and GMC of dealer body concerns.
Twelfth
BUSINESS MANAGEMENT RESPONSIBILITY
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 those documents for all
divisions.
Thirteenth
DISPUTE RESOLUTION
GMC and Dealer expect their differences will be few. If Dealer believes that a
decision by GMC is unfair, Dealer may have it reviewed by GMC management so
that it can be addressed and, if possible, resolved. Management review will
promote a better understanding of the positions of GMC 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 arbitration under the Dispute Resolution
Process. The steps by which Dealer can seek management review and arbitration
are described in a separate booklet (currently, GMMS 1019).
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Fourteenth
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EXECUTION OF AGREEMENT & RELATED DOCUMENTS
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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 GMC by its General
Sales and Service Manager and an authorized representative. All related
agreements will be executed by the General Sales and Service Manager or
an authorized representative.
The following agreements and understandings are hereby incorporated into this
Agreement:
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and all existing addenda (other than Successor Addendum) relating to Dealer
Statement of Ownership, Dealer Location and Premise Addendum, Capital Standards
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 the Agreement.
JAY PONTIAC-BUICK-GMC, INC.
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Dealer Firm Name
PONTIAC-GMC DIVISION
General Motors Corporation
By /s/ James G. Stelzenmuller, III 12/16/96 By /s/ ?????
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Dealer Operator Date General Sales and Service Manager
By By /s/ ????? 1-13-97
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Signature and Title Date Authorized Representative Date
By
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Signature Date