Agreements with Suppliers
Operating Agreement
1. Intent and vision: It is our intention to create a partnership that is seamless. The vision we have is that all forty-seven of our stores will be supplied with milk and other dairy products in a seamless manner, with little attention needed day to day. The vision is that Metcalf Dairies will monitor dairy products daily, replenish products when needed, and keep freshness levels high while limiting spoilage to between 2 and 4 percent of the gross amount of products delivered.
2. Roles: Metcalf will supply the dairy products, and Gengarelli Brothers will supply the store locations. Metcalf will be aware of the times when they need to be out of the supermarket so that inventory can be taken and other products can be delivered.
3. Promises: Metcalf promises to (1) deliver the freshest dairy products available, including milk, low-fat milk, half-and-half, yogurt, cottage cheese, and cheese products of all kinds; (2) check and restock inventory daily; (3) keep all display cases full, clean, and free from microbes per the regulations of each county; (4) send drivers who are neat, pleasant, and courteous; and (5) send bills and proof of stocking every fifteen days.
Gengarelli Brothers promises to (1) make adequate shelf space available to Metcalf, (2) pay invoices within twenty days of the date received, (3) conduct biweekly feedback sessions and provide Metcalf with all feedback received.
4. Time and value: This agreement will stay in effect until 20 days after it has been canceled by either party, with or without cause. As long as each of us is satisfied with the ongoing quality of the service, we acknowledge the economic and convenience value of the agreement.
5. Measurements of satisfaction: The success of our "partnership" will be measured by the following standards:
? Freshness of product: less than 3 precent of milk on shelves at expiration date
? Volume of product sold to be determined on a per-store basis
? Appearance and condition of shelves to be measured by customer surveys
? Compliance with county health regulations
? Less than ten monthly calls for supplemental deliveries
6. Concerns and fears: Metcalf is concerned they we will not get paid in a timely fashion. Gengarelli is concerned that the shelves will not be restocked as promised.
7. Renegotiation: We understand that circumstances change and events will happen that we cannot predict. We agree that if something happens, we will rely on the open communication of our front-line staff first before any management intervention.
8. Consequences: We both recognize the negative consequences of our partnership not working—for Metcalf, the loss of a huge, lucrative account, and for Gengarelli, the need to pay close attention to a department that was essentially self-managed. We also agree that if either one of us breaks a promise, we will donate $100 to the Crossroads Center of Chicago.
9. Conflict resolution: After we have spoken and tried to work out the conflict, the first thing we will do is contact the gentleman who helped us structure this agreement and ask for his help. If that fails, we will bring in a senior management team from both of our organizations. If all else fails, we will use the arbitration services of AAA.
10. Agreement? We are satisfied that we have a clear agreement and the foundation for an ongoing partnership.
Sales Agreements
Standard Auto Sales Agreement Clauses
On the front, in standard type size:
1. AS IS—WITH ALL FAULTS. The only warranties applying to this vehicle are those offered by the Manufacturer and the applicability of any existing Manufacturer's warranty, if any, shall be determined solely by such Manufacturer's warranty. The selling dealer hereby expressly disclaims all warranties, either expressed or implied, including any implied warranties of merchantability or fitness for a particular purpose, and neither assumes nor authorizes any person to assume for it any liability in connection with the sale of this vehicle. Buyer shall not be entitled to recover from the selling dealer for any consequential damages, damages to property, damages for loss of use, loss of time, loss of profits, or income, or any other incidental damages. The Purchaser hereby acknowledges that Seller has made available "Warranty Pre-Sale Information" as disclosed in the Warranty Binders pursuant to the Magnuson-Moss Warranty Act.
2. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, OR BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION IN THE COUNTY IN WHICH THE CAR WAS SOLD IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION AND JUDGEMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
On the back, in tiny type:
3. Manufacturer has reserved the right to change the price to Dealer of new motor vehicles without notice. In the event the price to Dealer of new motor vehicles of the series and body type ordered hereunder is changed by Manufacturer prior to delivery of the new motor vehicle ordered hereunder to Buyer, Dealer reserves the right to change the cash delivered price of such motor vehicle to Buyer accordingly. If such cash delivered price is increased by Dealer, Buyer may, if dissatisfied therewith, cancel this Order, in which event if a used motor vehicle has been traded in as part of the consideration for such new motor vehicle, such used motor vehicle shall be returned to Buyer upon payment of a reasonable charge for storage and repairs (if any) or, if such used motor vehicle has been previously sold by dealer, the amount received therefore less a selling commission of 15% and any expense incurred in storing, insuring, conditioning or advertising said used motor vehicle for sale shall be returned to Buyer.
4. Buyer agrees to deliver to Dealer satisfactory evidence of title to any used motor vehicle traded in as part of the consideration for the motor vehicle ordered hereunder at the time of delivery of such used motor vehicle to Dealer. Buyer warrants any such used motor vehicle to be his property, free and clear of all liens and encumbrances except otherwise noted herein. Buyer agrees that any undisclosed existing liens on the vehicle traded in will be the sole responsibility of Buyer and that he will cause to be satisfied such lien or liens within 72 hours of Dealer's notice in writing and that upon your failure to make such lien satisfaction, the dealer shall have the right to repossession of the newly purchased car, without legal action, and this agreement shall become null and void and without effect, except that dealer shall be entitled to any moneys and/or trade in as liquidated damages, the amount thereof not to exceed the sum expended by Dealer in furtherance of the consummation of this transaction (for example, paying off existing acknowledged indebtedness on trade-ins) plus ten percent (10%) of purchase price.
5. When fully executed by both parties, unless this order shall have been canceled by Buyer under and in accordance with the provisions of paragraph 2 or 3 above, Dealer shall have the right, upon failure or refusal of Buyer to accept delivery, within 10 days of the motor vehicle ordered here-under and to comply with the terms of this order, to retain as liquidated damages any partial payment made by Buyer, and in the event a used motor vehicle has been traded in as part of the consideration for the motor vehicle ordered hereunder, to sell such used motor vehicle and reimburse himself out of the proceeds of such sale for the expenses specified in paragraph 2 above and for such other expenses and losses as Dealer may incur or suffer as a result of such failure or refusal by Buyer, including, but not limited to, storage charges of $10 per day.
6. Manufacturer has reserved the right to change the design of any new motor vehicle, chassis, accessories, or parts thereof at any time without notice and without obligation to make the same or any similar change upon any motor vehicle, chassis, accessories, or parts thereof previously purchased or shipped to Dealer or being manufactured or sold in accordance with Dealer's orders. Correspondingly, in the event of any such change by manufacturer, Dealer shall have no obligation to Buyer to make the same or any similar change in any motor vehicle, chassis, or accessories or parts thereof covered by this order either before or subsequent to delivery thereof to Buyer.
11. The Dealer does not warrant or in any way guarantee the mileage indicated on this vehicle's odometer to be accurate, correct, or that it may not have been so changed or adjusted by owners or persons in possession prior to the Dealer.
17. THE DEALER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF A PARTICULAR PURPOSE, WITH RESPECT TO THE VEHICLE OR CHASSIS DESCRIBED ON THE FACE HEREOF, EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED IN WRITING ON THE FACE OF THIS ORDER OR IN A SEPARATE WRITING FURNISHED TO BUYER TO DEALER. IN THE CASE OF A NEW VEHICLE OR CHASSIS, AT THE TIME OF DELIVERY, DEALER SHALL DELIVER TO BUYER THE MANUFACTURER'S PRINTED NEW VEHICLE WARRANTY WITH RESPECT TO SUCH NEW VEHICLE OR CHASSIS. IN THE CASE OF A USED VEHICLE OR CHASSIS, THE APPLICABILITY THERETO OF THE EXISTING MANUFACTURER'S WARRANTY, IF ANY, SHOULD BE DETERMINED SOLELY FROM THE TERMS OF SUCH WARRANTY. ALL WARRANTIES, IF ANY, BY A MANUFACTURER OR SUPPLIER OTHER THAN THE DEALER ARE THEIRS, NOT DEALERS. AND ONLY SUCH MANUFACTURER OR OTHER SUPPLIER SHALL BE LIABLE FOR PERFORMANCE UNDER SUCH WARRANTIES.
18. The buyer hereby agrees that if it becomes necessary for Dealer to enforce or defend any of its rights or remedies under this Buyer's Order, Dealer shall be entitled to recover from the Buyer all costs and reasonable attorney's fees, including such costs and fees for any appeals. This agreement shall be construed and interpreted in accordance with the laws of the State of Florida. Buyer waives trial by jury and further consents to venue of any processing or lawsuit being in Broward County, Florida.
We Pledge to You
1. Intent and vision: The intention is for you, the buyer, to have a joyful experience, both driving your new vehicle and working with Diamond Motors to keep you and the vehicle "satisfied" at all times. The vision we have is that all aspects of the sales and service experience will be positive for you: picking up the vehicle, bringing the vehicle in for warranty work, and bringing the vehicle in for repairs.
2. Roles: We will be the expert service provider and caregiver. You will be the satisfied customer.
3. Promises: We will treat you as we would treat a guest in our home. We promise to be pleasant and courteous at all times, to provide a loaner car when the need for service is due to a defect in the car or our service, or because you must have one. We promise to find out what your personal expectations are and satisfy them. We will take care of you and the vehicle. We promise to repair the vehicle within the time and cost estimate promised. You promise to tell us what needs attention and to make payment on time.
4. Time and value: This agreement remains in place for the life of the vehicle. We agree that we are satisfied with our return for the transaction. We want you always to feel the transaction was worthwhile.
5. Measurements of satisfaction: You give us a 4.5 or better on our survey every time your car is in for service.
6. Concerns and fears: You indicated that you fear that once the agreement is signed, you will become just another automobile buyer. We promise to do everything we can to make your fears go away. Our fear is that you expect perfection.
7. Renegotiation: We will negotiate every aspect of our purchase agreement that is not required by law.
8. Consequences: If we lose you as a customer, we lose you for life, and that represents an average revenue stream of $175,000. If our service is not done on time and to your satisfaction, we will not charge you for the repairs.
9. Conflict resolution: We will have our designated customer service representative speak with you. If that does not work, we will use the mediation services of our local Better Business Bureau, and if that fails to produce resolution, we will use the arbitration services of AAA.
10. Agreement? We hope you are satisfied with our agreement.
For more Information
* Bids, Tenders, Proposals, Business Letters, Contractor Agreements, Commercial Contracts, Business Writing, *
Operating Agreement
1. Intent and vision: It is our intention to create a partnership that is seamless. The vision we have is that all forty-seven of our stores will be supplied with milk and other dairy products in a seamless manner, with little attention needed day to day. The vision is that Metcalf Dairies will monitor dairy products daily, replenish products when needed, and keep freshness levels high while limiting spoilage to between 2 and 4 percent of the gross amount of products delivered.
2. Roles: Metcalf will supply the dairy products, and Gengarelli Brothers will supply the store locations. Metcalf will be aware of the times when they need to be out of the supermarket so that inventory can be taken and other products can be delivered.
3. Promises: Metcalf promises to (1) deliver the freshest dairy products available, including milk, low-fat milk, half-and-half, yogurt, cottage cheese, and cheese products of all kinds; (2) check and restock inventory daily; (3) keep all display cases full, clean, and free from microbes per the regulations of each county; (4) send drivers who are neat, pleasant, and courteous; and (5) send bills and proof of stocking every fifteen days.
Gengarelli Brothers promises to (1) make adequate shelf space available to Metcalf, (2) pay invoices within twenty days of the date received, (3) conduct biweekly feedback sessions and provide Metcalf with all feedback received.
4. Time and value: This agreement will stay in effect until 20 days after it has been canceled by either party, with or without cause. As long as each of us is satisfied with the ongoing quality of the service, we acknowledge the economic and convenience value of the agreement.
5. Measurements of satisfaction: The success of our "partnership" will be measured by the following standards:
? Freshness of product: less than 3 precent of milk on shelves at expiration date
? Volume of product sold to be determined on a per-store basis
? Appearance and condition of shelves to be measured by customer surveys
? Compliance with county health regulations
? Less than ten monthly calls for supplemental deliveries
6. Concerns and fears: Metcalf is concerned they we will not get paid in a timely fashion. Gengarelli is concerned that the shelves will not be restocked as promised.
7. Renegotiation: We understand that circumstances change and events will happen that we cannot predict. We agree that if something happens, we will rely on the open communication of our front-line staff first before any management intervention.
8. Consequences: We both recognize the negative consequences of our partnership not working—for Metcalf, the loss of a huge, lucrative account, and for Gengarelli, the need to pay close attention to a department that was essentially self-managed. We also agree that if either one of us breaks a promise, we will donate $100 to the Crossroads Center of Chicago.
9. Conflict resolution: After we have spoken and tried to work out the conflict, the first thing we will do is contact the gentleman who helped us structure this agreement and ask for his help. If that fails, we will bring in a senior management team from both of our organizations. If all else fails, we will use the arbitration services of AAA.
10. Agreement? We are satisfied that we have a clear agreement and the foundation for an ongoing partnership.
Sales Agreements
Standard Auto Sales Agreement Clauses
On the front, in standard type size:
1. AS IS—WITH ALL FAULTS. The only warranties applying to this vehicle are those offered by the Manufacturer and the applicability of any existing Manufacturer's warranty, if any, shall be determined solely by such Manufacturer's warranty. The selling dealer hereby expressly disclaims all warranties, either expressed or implied, including any implied warranties of merchantability or fitness for a particular purpose, and neither assumes nor authorizes any person to assume for it any liability in connection with the sale of this vehicle. Buyer shall not be entitled to recover from the selling dealer for any consequential damages, damages to property, damages for loss of use, loss of time, loss of profits, or income, or any other incidental damages. The Purchaser hereby acknowledges that Seller has made available "Warranty Pre-Sale Information" as disclosed in the Warranty Binders pursuant to the Magnuson-Moss Warranty Act.
2. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, OR BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION IN THE COUNTY IN WHICH THE CAR WAS SOLD IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION AND JUDGEMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
On the back, in tiny type:
3. Manufacturer has reserved the right to change the price to Dealer of new motor vehicles without notice. In the event the price to Dealer of new motor vehicles of the series and body type ordered hereunder is changed by Manufacturer prior to delivery of the new motor vehicle ordered hereunder to Buyer, Dealer reserves the right to change the cash delivered price of such motor vehicle to Buyer accordingly. If such cash delivered price is increased by Dealer, Buyer may, if dissatisfied therewith, cancel this Order, in which event if a used motor vehicle has been traded in as part of the consideration for such new motor vehicle, such used motor vehicle shall be returned to Buyer upon payment of a reasonable charge for storage and repairs (if any) or, if such used motor vehicle has been previously sold by dealer, the amount received therefore less a selling commission of 15% and any expense incurred in storing, insuring, conditioning or advertising said used motor vehicle for sale shall be returned to Buyer.
4. Buyer agrees to deliver to Dealer satisfactory evidence of title to any used motor vehicle traded in as part of the consideration for the motor vehicle ordered hereunder at the time of delivery of such used motor vehicle to Dealer. Buyer warrants any such used motor vehicle to be his property, free and clear of all liens and encumbrances except otherwise noted herein. Buyer agrees that any undisclosed existing liens on the vehicle traded in will be the sole responsibility of Buyer and that he will cause to be satisfied such lien or liens within 72 hours of Dealer's notice in writing and that upon your failure to make such lien satisfaction, the dealer shall have the right to repossession of the newly purchased car, without legal action, and this agreement shall become null and void and without effect, except that dealer shall be entitled to any moneys and/or trade in as liquidated damages, the amount thereof not to exceed the sum expended by Dealer in furtherance of the consummation of this transaction (for example, paying off existing acknowledged indebtedness on trade-ins) plus ten percent (10%) of purchase price.
5. When fully executed by both parties, unless this order shall have been canceled by Buyer under and in accordance with the provisions of paragraph 2 or 3 above, Dealer shall have the right, upon failure or refusal of Buyer to accept delivery, within 10 days of the motor vehicle ordered here-under and to comply with the terms of this order, to retain as liquidated damages any partial payment made by Buyer, and in the event a used motor vehicle has been traded in as part of the consideration for the motor vehicle ordered hereunder, to sell such used motor vehicle and reimburse himself out of the proceeds of such sale for the expenses specified in paragraph 2 above and for such other expenses and losses as Dealer may incur or suffer as a result of such failure or refusal by Buyer, including, but not limited to, storage charges of $10 per day.
6. Manufacturer has reserved the right to change the design of any new motor vehicle, chassis, accessories, or parts thereof at any time without notice and without obligation to make the same or any similar change upon any motor vehicle, chassis, accessories, or parts thereof previously purchased or shipped to Dealer or being manufactured or sold in accordance with Dealer's orders. Correspondingly, in the event of any such change by manufacturer, Dealer shall have no obligation to Buyer to make the same or any similar change in any motor vehicle, chassis, or accessories or parts thereof covered by this order either before or subsequent to delivery thereof to Buyer.
11. The Dealer does not warrant or in any way guarantee the mileage indicated on this vehicle's odometer to be accurate, correct, or that it may not have been so changed or adjusted by owners or persons in possession prior to the Dealer.
17. THE DEALER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF A PARTICULAR PURPOSE, WITH RESPECT TO THE VEHICLE OR CHASSIS DESCRIBED ON THE FACE HEREOF, EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED IN WRITING ON THE FACE OF THIS ORDER OR IN A SEPARATE WRITING FURNISHED TO BUYER TO DEALER. IN THE CASE OF A NEW VEHICLE OR CHASSIS, AT THE TIME OF DELIVERY, DEALER SHALL DELIVER TO BUYER THE MANUFACTURER'S PRINTED NEW VEHICLE WARRANTY WITH RESPECT TO SUCH NEW VEHICLE OR CHASSIS. IN THE CASE OF A USED VEHICLE OR CHASSIS, THE APPLICABILITY THERETO OF THE EXISTING MANUFACTURER'S WARRANTY, IF ANY, SHOULD BE DETERMINED SOLELY FROM THE TERMS OF SUCH WARRANTY. ALL WARRANTIES, IF ANY, BY A MANUFACTURER OR SUPPLIER OTHER THAN THE DEALER ARE THEIRS, NOT DEALERS. AND ONLY SUCH MANUFACTURER OR OTHER SUPPLIER SHALL BE LIABLE FOR PERFORMANCE UNDER SUCH WARRANTIES.
18. The buyer hereby agrees that if it becomes necessary for Dealer to enforce or defend any of its rights or remedies under this Buyer's Order, Dealer shall be entitled to recover from the Buyer all costs and reasonable attorney's fees, including such costs and fees for any appeals. This agreement shall be construed and interpreted in accordance with the laws of the State of Florida. Buyer waives trial by jury and further consents to venue of any processing or lawsuit being in Broward County, Florida.
We Pledge to You
1. Intent and vision: The intention is for you, the buyer, to have a joyful experience, both driving your new vehicle and working with Diamond Motors to keep you and the vehicle "satisfied" at all times. The vision we have is that all aspects of the sales and service experience will be positive for you: picking up the vehicle, bringing the vehicle in for warranty work, and bringing the vehicle in for repairs.
2. Roles: We will be the expert service provider and caregiver. You will be the satisfied customer.
3. Promises: We will treat you as we would treat a guest in our home. We promise to be pleasant and courteous at all times, to provide a loaner car when the need for service is due to a defect in the car or our service, or because you must have one. We promise to find out what your personal expectations are and satisfy them. We will take care of you and the vehicle. We promise to repair the vehicle within the time and cost estimate promised. You promise to tell us what needs attention and to make payment on time.
4. Time and value: This agreement remains in place for the life of the vehicle. We agree that we are satisfied with our return for the transaction. We want you always to feel the transaction was worthwhile.
5. Measurements of satisfaction: You give us a 4.5 or better on our survey every time your car is in for service.
6. Concerns and fears: You indicated that you fear that once the agreement is signed, you will become just another automobile buyer. We promise to do everything we can to make your fears go away. Our fear is that you expect perfection.
7. Renegotiation: We will negotiate every aspect of our purchase agreement that is not required by law.
8. Consequences: If we lose you as a customer, we lose you for life, and that represents an average revenue stream of $175,000. If our service is not done on time and to your satisfaction, we will not charge you for the repairs.
9. Conflict resolution: We will have our designated customer service representative speak with you. If that does not work, we will use the mediation services of our local Better Business Bureau, and if that fails to produce resolution, we will use the arbitration services of AAA.
10. Agreement? We hope you are satisfied with our agreement.
For more Information
* Bids, Tenders, Proposals, Business Letters, Contractor Agreements, Commercial Contracts, Business Writing, *
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