EXHIBIT 13
Daewoo Motor America, Inc.
Dealer Sales and Service Agreement
This is an Agreement between DAEWOO MOTOR AMERICA, INC. ("DMA"),
a Delaware Corporation, and Lo Castro & Associates, Inc. (Dealer),
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a(n) individual, partnership, X corporation, incorporated in state
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of Pennsylvania , and doing business as All Pro Daewoo .
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Effective Date as of 10/5 19 99 .
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INTRODUCTION
DMA sells Daewoo Products which are manufactured or approved by Daewoo
Motor Company (FACTORY) and exported and/or sold to DMA by Daewoo Corporation
(Exporter). DMA has established a network of Authorized Daewoo Dealers,
operating at approved locations and according to Daewoo standards, to sell and
service Daewoo Products. DMA has selected its Dealers based upon the
representations and promises of DEALER, set forth herein, and on their
experience and commitment that they will sell and service Daewoo Products in a
manner which promotes and maintains customer confidence and satisfaction and
increases product acceptance and awareness.
This Agreement sets forth the rights and responsibilities of DMA as seller
and DEALER as buyer and retail reseller of DMA Products. DMA enters into this
Agreement in reliance upon DEALER'S representation that its Owner(s) and General
Manager identified herein have the skill, experience, capital and facilities to
ensure that DEALER operates a first-class dealership. DMA enters into this
Agreement upon DEALER's assurance of continued personal services of said
Owner(s) and General Manager. The purpose of this Agreement is to memorialize
such assurances, to appoint Dealer as an authorized Daewoo Dealer, to provide
for the effective representation of Daewoo Products and to set forth the rights
and obligations of DMA and DEALER hereunder.
Accordingly, the parties agree as follows:
1. APPOINTMENT OF DEALER
Subject to the terms of Agreement, DMA hereby grants DEALER the
non-exclusive right:
A. To buy for resale, rental or lease the Daewoo Products identified in
the Daewoo Product Addendum, which FACTORY or DMA, in their sole
discretion, may revise, redesign, discontinue or substitute from time
to time;
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B. To identify itself as an Authorized Daewoo Dealer, to display the
Daewoo Marks in the conduct of its Dealership Operations and to use
Daewoo Marks in the promotion, sale and servicing of Daewoo Products
in the manner provided in this Agreement and at the location(s)
approved herein.
DMA reserves to itself the unrestricted right to sell Daewoo Products and
to grant the privilege of using the name Daewoo or the Daewoo Marks to other
dealers, persons, or entities, wherever they may be located for any purpose.
2. ACCEPTANCE OF APPOINTMENT AND RESPONSIBILITIES BY DEALER
DEALER desires and hereby accepts from DMA its appointment as an Authorized
Daewoo Dealer and, in consideration of its appointment and subject to the other
conditions and provisions of this Agreement, hereby agrees to:
A. Actively and effectively promote and sell (and, if DEALER elects, lease and
rent) Daewoo Products within DEALER's Primary Market Area subject to the
terms and conditions of this Agreement;
B. Professionally service Daewoo Products and sell Genuine Parts and
Accessories subject to the terms and conditions of this Agreement;
C. Conduct its business in a manner to build and maintain consumer confidence
and satisfaction and reflect positively upon DMA;
D. Establish and maintain satisfactory dealership facilities solely at the
location(s) approved by DMA; and
E. Perform the additional responsibilities set forth in this Agreement,
including those specified in the Standard Provisions.
3. TERM OF THIS AGREEMENT
This Agreement, when fully executed, will become effective on the Effective
Date first shown above and will continue in effect for a period of three years.
It shall automatically expire unless earlier terminated as provided herein or
ended by mutual agreement. This Agreement may not be extended or renewed except
in writing signed by the President and Senior Vice President of DMA.
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4. DEALER OWNERSHIP
DMA enters into this Agreement in reliance upon, and in consideration of,
the personal qualifications, expertise, reputation, integrity, experience and
representations of the persons identified below and upon DEALER's assurances
that the following persons, and only the following persons, will be the Owner(s)
of DEALER. Each such person represents and warrants that he or she is committed
to the achievement of the purposes and objectives of this Agreement and agrees
to abide by the terms and conditions set forth herein:
NAME RESIDENCE ADDRESS OWNERSHIP INTEREST
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Vincent A. Lo Castro 109 Tanglewood Drive 100%
McMurray, PA 15317
5. DEALER MANAGEMENT
Dealership Operations shall be conducted under the direction of a General
Manager whose name and background have been approved as set forth in the Daewoo
General Manager Approval Application and identified as follows:
GENERAL MANAGER'S NAME RESIDENCE ADDRESS
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Frank J. Lo Castro 151 Carol Drive
McMurray, PA 15317
DEALER recognizes that the retention by DEALER of qualified management is
of critical importance to the successful operation of DEALER and to the
achievement of the purposes and objectives of this Agreement. This Agreement
has been entered into by DMA specifically in reliance upon and in consideration
of the above-named General Manager's personal qualifications, expertise,
reputation, integrity, experience, ability and representations with respect
thereto to manage DEALER's operations and upon DEALER's assurance that such
person, and no other person, will at all times function as General Manager and
be considered as Dealer Operator with complete authority to make all decisions
on behalf of DEALER with respect to DEALER's operations. DEALER further agrees
that the General Manager shall devote full time (100%) to the management of
DEALER's operations.
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DEALER and DMA understand and acknowledge that the personal qualifications,
expertise, reputation, integrity, experience and ability of the General Manager
and his or her ability to effectively manage DEALER's day-to-day Dealership
Operations is critical to the success of DEALER in performing its obligations
under this Agreement. DMA may from time to time develop standards and/or
procedures for evaluating the performance of the General Manager and of DEALER's
personnel generally. DMA may, from time to time, evaluate the performance of the
General Manager and will advise DEALER and the General Manager of the results of
such evaluations and the way in which any deficiencies affect DEALER's
performance of its obligations under this Agreement.
6. CHANGE IN DEALER OWNERSHIP OR MANAGEMENT
This is a personal services agreement. DMA enters into this Agreement
because DEALER has represented to DMA that the Owners and General Manager of
DEALER identified herein possess the personal qualifications, expertise,
reputation, integrity, experience, ability, skill and commitment necessary to
ensure that DEALER will promote, sell and service Daewoo Products in the most
effective manner, enhance the Daewoo image and increase market acceptance of
Daewoo Products. DMA enters into this Agreement in reliance upon, and in
consideration of, these representations and DEALER's assurances of the active
involvement of the Owners and General Manager identified herein in DEALER's
operations. DEALER shall not sell or assign its rights, duties or obligations
under this Agreement.
Accordingly, it is understood and agreed that any change in any ownership
interest of DEALER or the Dealership Operations contemplated by this Agreement,
regardless of the share or relationship between parties, or any change in
General Manager from the person(s) identified herein, shall require the prior
written consent of DMA, which DMA shall not unreasonably withhold. See also
DEALER's succession rights as set forth in Paragraph 20.(B)(5) of the Standard
Provisions.
7. DEALER LOCATION
DEALER is free to sell Daewoo Products to customers wherever they may be
located. However, in order for DMA to establish and maintain an effective
network of Authorized Daewoo Dealers for the sale and servicing of Daewoo
Products and to maximize customer convenience, DMA has approved the following
facilities as the exclusive authorized location(s) for DEALER's sale and
servicing of Daewoo Products and for DEALER's display of Daewoo Marks under this
Agreement:
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APPROVED DAEWOO NEW VEHICLE SALES AND SHOWROOM
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3644 Washington Road (Route l9-S), McMurray, PA 15317
APPROVED PARTS AND SERVICE OPERATIONS
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3644 Washington Road (Route 19-S), McMurray, PA 15317
SALES AND GENERAL OFFICES
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3644 Washington Road (Route 19-5), McMurray, PA 15317
USED VEHICLE DISPLAY AND SALES
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3644 Washington Road (Route l9-S), McMurray, PA 15317
BODY AND PAINT
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N/A
DAEWOO VEHICLE STORAGE
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3644 Washington Road (Route 19-S), McMurray, PA 15317
DEALER agrees not to display Daewoo Marks or to conduct any Dealership
Operations, including the display, sale or service of Daewoo Products, at any
location other than at the location(s) approved herein, without the prior
written consent of DMA.
Moreover, each location is approved only for the activity indicated. DEALER
may not alter the activity of any location approved herein or otherwise use such
location for any activities other than the approved activity, without the prior
written consent of DMA.
8. STANDARD PROVISIONS
The "DMA Dealer Sales and Service Agreement Standard Provisions" are
incorporated and made a part of this Agreement as if fully set forth herein.
9. ADDITIONAL PROVISIONS
Any additional matters in consideration of DMA's agreement to appoint
DEALER as an Authorized Daewoo Dealer are set forth in writing, duly executed
and attached to this Agreement as an Addendum and incorporated as if fully set
forth herein.
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10. EXECUTION OF AGREEMENT
Nothwithstanding any other provision herein, the parties to this Agreement,
DEALER and DMA, agree that this Agreement shall be valid and binding only if and
after it has actually been signed:
A. On behalf of DEALER by a duly authorized person; and
B. On behalf of DMA by the President and Senior Vice President of DMA.
11. CERTIFICATION
By their signatures hereto, the parties agree to abide by the terms and
conditions of this Agreement, including the Standard Provisions incorporated
herein, in good faith and for their mutual benefit.
DEALER
Lo Castro & Associates, Inc.
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(DEALER Entity Name)
By: /s/ Vincent A. Lo Castro President
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SIGNATURE TITLE
DAEWOO MOTOR AMERICA, INC.
By: /s/ Pres and CEO
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SIGNATURE TITLE
By: /s/ SVP
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SIGNATURE TITLE
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