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EXHIBIT 10.26
[INFINITI LOGO]
INFINITI
DEALER SALES AND SERVICE AGREEMENT
THIS AGREEMENT is entered into
effective the day last set forth below by
and between the INFINITI DIVISION of NISSAN
NORTH AMERICA, INC., a California
corporation, hereinafter called Seller, and
the natural person or entity
identified as "Dealer" in the Final Article
of this Agreement.
INTRODUCTION
The purpose of
this Agreement is to establish Dealer as an authorized
dealer of Infiniti Products and to provide
for the sale and servicing of
Infiniti Products in a manner that will
best serve owners, potential owners and
purchasers of Infiniti Products as well as
the interests of Seller, Dealer and
other Authorized Infiniti Dealers. This
Agreement sets forth: the rights which
Dealer will enjoy as an Authorized Infiniti
Dealer; the responsibilities which
Dealer assumes in consideration of its
receipt of these rights; and the
respective conditions, rights and
obligations of Seller and Dealer that apply to
Seller's grant to Dealer of such rights and
Dealer's assumption of such
responsibilities.
This is a
personal services Agreement. In entering into this Agreement
and
appointing Dealer as provided below, Seller
is relying upon the personal
qualifications, expertise, reputation,
integrity, experience, ability and
representations of the individual(s) named
herein as Principal Owner(s) and
Executive Manager.
Infiniti
Products are intended for discriminate owners with the
expectation
that such owners will be loyal and proud,
but also demanding toward Seller and
Dealer with respect to Infiniti Products
and the manner in which they are sold
and serviced. Owners, potential owners and
purchasers of Infiniti Products are
expected to want, and are entitled to do
business with, dealers who enjoy the
highest reputation in their communities and
have well located, attractive and
efficient places of business, courteous
personnel and outstanding service and
parts facilities. Infiniti Products must be
sold by enthusiastic dealers who are
not interested in short term results only
but are willing to look toward long
term goals and who are devoted to creating
and maintaining a positive total
ownership experience for owners of Infiniti
Products. Seller's standard of
excellence for Infiniti Products must be
matched by the dealers who sell them to
the public and who service them during
their operative lives.
Achievement of
the purposes of this Agreement is premised upon mutual
understanding and cooperation between
Seller and Dealer. Dealer has entered into
this Agreement in reliance upon Seller's
integrity and expressed intention to
deal fairly with Dealer and the consuming
public. Seller has entered into this
Agreement in reliance upon Dealer's
integrity and ability and expressed
intention to deal fairly with the consuming
public and Seller.
It is the
responsibility of Seller to market Infiniti Products throughout
the Territory. It is the responsibility of
Dealer to actively promote the retail
sale of Infiniti Products and to provide
courteous and efficient service of
Infiniti Products. The success of both
Seller and Dealer will depend on how well
they each fulfill their respective
responsibilities under this Agreement. It is
recognized that: Seller will endeavor to
provide motor vehicles of excellent
quality and workmanship and to establish a
network of Authorized Infiniti
Dealers that can provide an outstanding
sales and service effort at the retail
level; and Dealer will endeavor to fulfill
its responsibilities through
aggressive, sound, ethical selling
practices and through conscientious regard
for customer service in all aspects of its
Infiniti Dealership Operations.
Seller and
Dealer shall refrain from engaging in conduct or activities
which might be detrimental to or reflect
adversely upon the reputation of
Seller, Dealer or Infiniti Products and
shall engage in no discourteous,
deceptive, misleading or unethical
practices or activities.
For consistency
and clarity, terms which are used frequently in this
Agreement have been defined in Section 1 of
the Standard Provisions. All terms
used herein which are defined in the
Standard Provisions shall have the meaning
stated in said Standard Provisions. These
definitions should be read carefully
for a proper understanding of the
provisions in which they appear.
To achieve the
purposes referred to above, Seller and Dealer agree as
follows:
ARTICLE FIRST: Appointment of Dealer
Subject to the
conditions and provisions of this Agreement, Seller:
(a) appoints
Dealer as an Authorized Infiniti Dealer and grants Deafer the
non-exclusive right to buy from Seller
those Infiniti Products specified in
Dealer's current Product Addendum hereto,
for resale, rental or lease at or from
the Dealership Locations established and
described in accordance with Section 2
of the Standard Provisions; and
(b) grants
Dealer a non-exclusive right, subject to and in accordance with
Section 51 of the Standard Provisions, to
identify itself as an Authorized
Infiniti Dealer, to display the Infiniti
Marks in the conduct of its Dealership
Operations and to use the Infiniti Marks in
the advertising, promotion and sale
of Infiniti Products in the manner provided
in this Agreement.
ARTICLE SECOND: Assumption of
Responsibilities by Dealer
Dealer hereby
accepts from Seller its appointment as an Authorized Infiniti
Dealer and, in consideration of its
appointment and subject to the other
conditions and provisions of this
Agreement, hereby assumes the responsibility
for:
(a) establishing
and maintaining at the Dealership Location the Dealership
Facilities in accordance with Section 2 of
the Standard Provisions;
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(b) actively and
effectively promoting the sale at retail (and, if Dealer
elects, the leasing and rental) of Infiniti
Vehicles within Dealer's Primary
Market Area in accordance with Section 3 of
the Standard Provisions;
(c) servicing
Infiniti Vehicles and for selling and servicing Genuine Parts
and Accessories in accordance with Section
4 of the Standard Provisions;
(d) building and
maintaining consumer confidence in Dealer and in Infiniti
Products in accordance with Sections 3, 4,
and 5 of the Standard Provisions; and
(e) performance
of the additional responsibilities set forth in this
Agreement, including those specified in
Section 5 of the Standard Provisions.
ARTICLE THIRD: Ownership
(a) OWNERS. This
Agreement has been entered into by Seller in reliance
upon, and in consideration of, the personal
qualifications, expertise,
reputation, integrity, experience, ability
and representations with respect
thereto of the Principal Owner(s) named in
the Final Article of this Agreement
and in reliance upon Dealer's
representations concerning the ownership of Dealer
as follows:
(i) Dealer represents and agrees that the person(s) named as
Principal
Owner(s) in the Final Article of this
Agreement, and only those person(s), shall
be the Principal Owner(s) of Dealer.
(ii) Dealer represents and agrees that the person(s) named as
Other
Owner(s) in the Final Article of this
Agreement, and only those person(s), shall
be the Other Owner(s) of Dealer.
(b) HOLDING
COMPANY. Seller requires that a natural person be named as the
Principal Ow
