called Distributor.
County
State
GENERAL PURPOSE
Company is in the business of manufacturing and marketing power products,
including diesel engines, and parts for these products.
Company sells its
products principally to original equipment manufacturers and to Detroit Diesel
Distributors.
Company has established a system of independently owned and
managed Detroit Diesel Distributors operating at approved locations to (a) sell
directly the engines identified in the Products Addendum, herein called
Products, and related Parts, (b) actively and effectively promote the purchase
and use of Products and related Parts, (c) render prompt, efficient, and
courteous service to owners and users of such Products and (d) complement
Company's own direct sales activities.
The purpose of this Distributor Agreement, herein called Agreement, is to
appoint Distributor as an authorized Detroit Diesel Distributor to sell and
service Products and Parts, to establish the location(s) from which Distributor
will conduct Distributorship Operations, and to identify the principal
management and principal owners of Distributor upon whom Company relies in
entering into this Agreement. This Agreement sets forth the rights and
responsibilities of Company and Distributor relating to the sale and servicing
of Products and Parts and the circumstances in which the Agreement may be
terminated.
Accordingly, Distributor and Company hereby agree as follows:
FIRST:
Rights Granted by Company and Acceptance and Acknowledgments by
Distributor
A.
Rights Granted by Company
In reliance on Distributor's agreement to fulfill the responsibilities and
perform the functions described in Paragraph SECOND of this Agreement, Company
hereby grants Distributor the non-exclusive rights to:
(1)
buy from Company the Products identified in the Products Addendum to this
Agreement and related Parts for resale or use by Distributor in its
Distributorship Operations;
(2)
identify itself as an authorized Detroit Diesel Distributor and to
conduct, at the location(s) approved by Company, herein called Distributorship
Locations, all of the Distributorship Operations contemplated by this Agreement;
and
(3)
execute dealer agreements with Authorized Dealers approved by Company.
B.
Acceptance and Acknowledgments by Distributor
Distributor hereby accepts from Company the rights specified in this Paragraph
FIRST. In doing so, Distributor acknowledges that:
(1)
Company has reserved to itself the rights to select and authorize other
businesses to conduct distributorship and dealership operations in connection
with Products and Parts and to sell Products and Parts directly to any customer;
(2)
as an independently owned and managed business, Distributor's success and
enjoyment of profitable operations will be determined substantially by how
effectively its Distributorship Operations are conducted and managed;
(3)
Distributor has not paid any fee or other consideration for this
Agreement. Neither this Agreement nor any right granted by this Agreement is a
property right; and
(4)
neither this Agreement nor any right or responsibility under this
Agreement may be transferred, assigned, delegated or sold by Distributor without
the prior written approval of Company.
SECOND:
Assumption of Responsibilities by Distributor
Distributor will establish, maintain and effectively conduct the complete
Distributorship Operations contemplated by this Agreement in connection with
each of the Products described in the Products Addendum. Distributor hereby
assumes