Preview
FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023
EXHIBIT B
FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023
a
jbv Jf—J v
BRP US INC.
DEALER AGREEMENT
GENERAL PROVISIONS
FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023
DEALER AGREEMENT
GENERAL PROVISIONS
TABLE OF CONTENT
1. Definitions 1
2. Purchase of Products and Delivery 3
3. Price, Payment and Financial Requirements 4
4. Reporting of Shortages or Defects 5
5. Dealer Responsibilities 5
6. Safety 8
7. Product Warranty 9
8. T rademarks and Name 10
9. Reports 11
10. Relationship with BRP 11
11. Confidential Information 11
12. Change in Dealer Ownership 12
13. Succession Plan 13
14. Death or Incapacity of Dealer Owner, 13
15. Renewal, Termination or Non-renewal 13
16. Repurchase of Products, Restocking Charges and Credits Due 16
17. Limitation of Remedies 17
18. Indemnity 17
19. Force Majeure 17
20. Notices 17
21. Counterparts, Signature 18
22. Arbitration 18
23. Miscellaneous 18
Page ii
BRP US INC. Dealer Agreement General Provisions 201 3 - v. 1
FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023
DEALER AGREEMENT
GENERAL PROVISIONS
GENERAL PURPOSE AND OBJECTIVES
This Dealer Agreement represents a covenant between BRP and Dealer to deliver to current and
future BRP customers the most extraordinary recreational experience that isdriven by the BRP
vision: "Passion and innovation that move the powersports world".
BRP dedicates itselfto the design, engineering, manufacture, marketing and supply of BRP
products and services to achieve this vision. Similarly,Dealer dedicates itself to serving the BRP
customer and ensuring thatBRP products are sold and serviced in a manner that promotes the
BRP experience while increasing customer loyalty and customer satisfaction.
BRP has appointed Dealer as an authorized BRP dealer in reliance upon, among others, Dealer
undertaking to conduct its BRP dealership operations in the following manner:
In accordance with the requirements and standards set forth inthis Agreement
and the BRP US Inc. Dealer Operation Standards, and
• Through exemplary, sound and ethical business practices and through
conscientious regard for quality customer service.
Dealer acknowledges that in becoming an authorized BRP dealer, Dealer will become part of a
dealer network that is designed to provide, at designated locations,dealerships that are qualified
to fulfill needs of BRP customers through:
• The sale of BRP products, including knowledgeable presentations of their
features (including safety features) and benefits, operation, proper inspection and
preparation prior to delivery; and
• Prompt, efficientand courteous service for owners of BRP products so that
interruptions of use of such BRP products are minimized.
Dealer also acknowledges the importance of the BRP Dealer Certification Program, incentive and
other programs adopted by BRP, from time to time, which are intended to influence key business
practices that enhance the customer experience and promote dealership profitabilityand
recognizes that it should take full advantage of the benefits of these programs in order to deliver
the ultimate customer experience in its dealership.
1. Definitions
Throughout this Agreement various abbreviations and abbreviated phrases are used. Their
meanings are:
(a) "Authorized Representative" means a qualified representative of Dealer, which may be as
a General Manager, whose full-timeprofessional efforts are devoted to the conduct of
Dealer Operations, who is authorized on behalf of Dealer to execute documents and
make alloperational decisions with respect to Dealer Operations, on whose authority
BRP isentitled to rely,and who isphysically present at Dealer Location during most of
Dealer's customary operating hours. The Dealer Owner(s), officer(s),director(s) and
general manager are deemed to be Authorized Representative of Dealer.
Page 1
BRP US INC. Dealer Agreement General Provisions 2013- v.1
FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023
(b) "BRP" means BRP US Inc.
(c) "Dealer Binder" means BRP Dealer Binders issued by BRP from time to time for each
Product and available on the BRP dealer portal.
(d) "BRP Dealer Certification Program" means a point based program that includes a
number of weighted criteriaset by BRP and in which Dealer can earn points, and from
such points incentive rewards and recognition, based upon a series of scaled
performance indexes.
(e) "Dealer Location" means the premises used by Dealer for the Dealer Operations as set
forth in Addendum A of this Agreement.
(f) "Dealer Operations" means all activities of Dealer relating to the promotion, sale,
warranty, service of Products and all other activities of Dealer pursuant to this
Agreement.
(g) "Dealer Owners" means the persons or entities who have beneficial or record ownership
of Dealer, as well as any other person or entity who acquires or succeeds to any
beneficial interest or record ownership inDealer in accordance with the provisions of this
Agreement.
(h) "Dealer Primary Market Area" or "PMA" means an assigned, non-overlapping
geographical area designated by BRP in its sole discretionin which Dealer is responsible
for retailing, servicing, and otherwise representing Products to a collection of past,
current and potential consumers. BRP may designate a PMA, for each Product, by
sending a notice to Dealer. BRP may modify, alter or adjust Dealer's PMA at any time.
(i) "Manufacturer" means Bombardier Recreational Products Inc.
(j) "Operation Standards" means the BRP Dealer Operation Standards issued by BRP to its
BRP dealers, including any replacements, amendments, revisions or additions issued
during the Term of this Agreement. BRP may review or modify the Operation Standards,
at any time.
(k) "PAG" means the BRP parts, accessories and clothing specifically related to each
Product line.
(I) "Policies" means all policies, procedures, programs, guides, manuals, technical
specifications and terms and conditions issued by BRP to its dealers from time to time,
including without limitationthe Warranty Service Guide. BRP may review or modify the
Policies at any time.
(m) "Products" means the Vehicles, together with PAC, that are covered by this Agreement,
as set forth inParagraph 1 (c) of the BRP US Inc. Dealer Agreement.
(n) "Service" means allwork performed on Products including, without limitation, set-up,
warranty work, maintenance, repair work, inspection, safety campaigns and modification
services.
(o) "Share of Wallet" means the share of the annual revenue generated by each major OEM
to the Dealer gross annual revenue.
(p) "Term" means the term of this Agreement set forth in Section 5 of the BRP US Inc.
Dealer Agreement.
Page 2
BRP US INC. Dealer Agreement General Provisions 2013-V.2
FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023
(q) "Trademarks" means any trademark, service mark or trade name now or any other time
hereafter used or claimed by the Manufacturer or BRP.
(r) "Vehicles" means the BRP vehicles thatare covered by this Agreement, as set forth in
Paragraph 1 (c) of the BRP US. Inc.Dealer Agreement.
(s) "Warranty Service Guide" means the BRP Warranty Service Guide issued and updated
by BRP from time to time.
2. Purchase of Products and Delivery
(a) Orders. Dealer shall order Products from BRP insuch quantities and assortment as are
necessary to fulfill Dealer's responsibilities under this Agreement. Such Dealer's orders of
Products ("Orders") shall be sufficient to achieve adequate market penetration, to
maintain an adequate inventory of Products and to meet its sales responsibilities under
Paragraph 5 (a). Dealer shall place Orders in accordance with the ordering process
established by BRP. BRP may cancel, accept or reject, in whole or inpart, or decrease
quantities in any Order without any liabilityto Dealer. BRP will notify Dealer of any
changes to its Orders.
(b) Product Changes. The Manufacturer may discontinue the manufacture or sale of any
Products or change the specifications, materials, design, color or appearance or add
improvements to any Product or add Products at any time, and as a result, BRP reserves
the rightto discontinue the distribution of any Products or to distribute such modified
Products allwithout notice to Dealer and without incurring any liability
or obligation to
Dealer or Dealer’s customers with respect to Products previously ordered or purchased
by Dealer or otherwise.
(c) Cancellation of Orders. Dealer may not cancel, change, or refuse delivery of any
Products, or return ordered Products to BRP without BRP prior authorization. Dealer shall
be subject to cancellation fees for such conduct as set forth in the Dealer Binder. Dealer
shall also reimburse BRP for any costs incurred in returning Products to BRP. No
Products may be returned unless they are unused and resalable, in accordance with
BRP's applicable Policy. The fees or costs referenced in this Paragraph are a reasonable
reimbursement for any loss BRP suffers from such cancellations, refused deliveries,
changed orders or returns, and are not a penalty.
(d) Delivery. Dealer shall accept delivery of Products according to the prevailing shipping
schedule as set forth in the Dealer Binder or in the Order. All delivery dates agreed upon
by the Parties are tentative,notwithstanding any terms contained inany Order or other
communication by either Party. BRP shall not be in breach of any duty to Dealer if it fails
to meet such delivery dates for any reason. BRP may ship Orders as Products become
available and in advance of the expected delivery date upon notice to Dealer. Dealer
shall have equipment and facility for unloading Products. Dealer may receive delivery of
Products off-site, provided Dealer obtains BRP’s prior written consent.
(e) Shipment and Risk of Loss. All shipment of Products shall be delivered as per
INCOTERMS® 2010 ICC "CPT Destination, risk at origin" forthe applicable Products.
However, BRP will select and contract the carrier for carriage and transport charges will
be invoiced to Dealer by BRP. Transfer of risks will remain as per "FCA BRP’s factory or
BRP's selected shipping point of origin". The title transfer of Products will take place upon
delivery to the carrier at BRP’s factory or BRP’s selected shipping point of origin.
Page 3
BRP US INC. Dealer Agreement General Provisions 2013-V.2
FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023
3. Price, Payment and Financial Requirements
(a) Price. Dealer shall purchase Products at such prices, taking into account such discounts,
terms and conditions, as may be established by BRP from time to time. All sales are
subject to availabilityof Products, to the provisions of this Agreement and to the
Operation Standards and Policies, including without limitation BRP’s current general
sales terms and conditions. Unless otherwise stated by BRP, prices do not include sales,
use, excise or other tax which shall be a separate charge paid by Dealer, as applicable.
Dealer shall pay the price in effect on the date of shipment, regardless of when the Order
was submitted or accepted. BRP may change Product prices, terms, Policies and
conditions of sale upon notice to Dealer.
(b) Payment. The purchase price for Products shall be paid in accordance with the terms and
conditions set forth on the invoice at the time of shipment or as otherwise provided in the
Operation Standards and Policies.
(c) Financial Arrangements. BRP will not extend credit to Dealer or finance Dealer’s
purchase of any Product. Dealer shallmake financial arrangements for the payment of
Products with any financial institutionof Dealer’s choice, if such financial institutionand
the terms of itsarrangements to finance Dealer are accepted inadvance inwriting by
BRP. These financial arrangements must allow Dealer to (i)place Orders of Products
sufficient to meet itsresponsibilities under this Agreement, (ii)pay for the purchase of
Products and (iii) accept delivery of Products when available. BRP may pre-approve floor
plan and financial arrangements with one or more financial institutionsand may provide
that information to its Dealers from time to time. Products must be fully paid to BRP prior
to shipment. This Agreement will not become effective unless notice of finalapproval of
Dealer credit is received by BRP and those arrangements have been accepted in writing
by BRP. Acceptance of an Order or signing of this Agreement by BRP will not constitute
acceptance of Dealer's financial arrangements. Dealer will receive separate written
notification inthe event that itsfinancial arrangements for payment of Products are no
longer acceptable to BRP.
(d) Unauthorized Changes to Financial Arrangements. BRP reserves the right to terminate or
discontinue any shipment or delivery of Products and to stop delivery of any Products
already in shipment immediately and without notice to Dealer if:(i) the financial
arrangements for payment of Products are discontinued, interrupted or curtailed,(ii)BRP
believes that itsability toobtain payment for its Products is insecure or (iii)
the financial
situation of Dealer has otherwise deteriorated. Any such cessation of shipment or
delivery of Products shallnot constitute a termination of this Agreement or a substantial
change in the competitive circumstances of this Agreement. BRP may recommence
shipment or delivery of its Products if all the
reasons for termination or discontinuance of
shipments stated above are cured within thirty (30) days from notificationby BRP. If any
of the situations stated above is not cured within the required delay, BRP may, at its sole
discretion, terminate this Agreement.
(e) Credit Reports. Dealer authorizes BRP or itsagent to run a credit report on Dealer,
Dealer Owner(s) and any Dealer affiliate(s)in connection with this Agreement or in
connection with BRP’s evaluation of Dealer’s performance under this Agreement. Dealer
authorizes BRP to disclose such credit report in accordance with Paragraph 11 (c).
(f) Subrogation. Upon termination or expiration of this Agreement, credits due to Dealer from
BRP for any amount, including credits forwarranty work, parts, returned Products or
other credits shall be promptly paid. Dealer’s right to receive payments for any such
credits shall be subrogated to the right of any financial institution that has provided credit
or financing for Dealer’s acquisition of Products. Dealer hereby authorizes BRP to notify
Page 4
BRP US INC. Dealer Agreement General Provisions 2013- v.2
FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023
any such financial institutionof the amount of such credits upon reasonable demand and
reasonable proof of the right of subrogation by such institution.Dealer’s right to receive
payment for any such credits is also subject to the restocking charges and rights of offset
set forth in Section 16.
(g) Insurance. Dealer shall obtain and maintain at itssole cost and expense throughout the
Term and also for two years after the expiration or termination of this Agreement,
customary property, theft and comprehensive commercial general liability insurance from
a reputable solvent insurance company. This insurance shall cover Dealer facility,
fixtures,equipment and all other property of Dealer for the full value thereof and shall not
have a limitof less than two million dollars ($2,000,000 USD) per occurrence and in the
aggregate. Such insurance shall name BRP, its parents, and their respective
its affiliates,
directors, officers and employees as additional insured against any and allclaims,
demands, causes of action, or damages including reasonable attorney's fees for Dealer
Operations performed by Dealer. Dealer shall provide a certificate of insurance
evidencing such coverage upon BRP request.
4. Reporting of Shortages or Defects
Dealer must inspect allProducts immediately upon arrival.Dealer shall make allclaims for
shortages and damaged Products at time of delivery and shall forward this notificationto BRP
within seven (7) days after receipt of shipment, as described in the Operation Standards and
Policies, including without limitationthe Warranty Service Guide. Failure of Dealer to make said
notification shall constitute a waiver of any such claim.
5. Dealer Responsibilities
(a) Dealer Sales Responsibilities. Dealer shall devote its best efforts to actively and
adequately promote, display, sell at retail a full-line of only those Products it is authorized
to sell under this Agreement. Dealer shall meet sales performance goals satisfactory to
BRP and agrees that meeting and maintaining such sales performance is a material
condition to BRP entering into and continuing this Agreement. BRP may evaluate
whether Dealer is meeting its sales goals based on criteria determined by BRP in its sole
discretion. By way of example only, such criteria may include the following: the volume of
Dealer sales of Products as compared to competitive products in Dealer’s PMA or market
area; the volume of Dealer's sales of Products as compared to other dealers of Products;
the actual sales volume of the Products by Dealer as compared to the annual sales
performance goals established by BRP for Dealer; the trend over a reasonable period of
time of Dealer’s sales; and the volume of Dealer’s sales of Products as compared to
Dealer’s agreed goals. If Dealer handles brands which are competitive with the Products,
Dealer shall afford to the sale of the Products either as much effort as Dealer gives to any
direct competitive products handled by Dealer or efforts in proportion to the Share of
Wallet that the Products represent, whichever is greater.
(b) Dealer Location. Dealer shall maintain, at the Dealer Location, sales and Service facilities
that are at alltimes satisfactory and acceptable to BRP and that meet the requirements
set forth in the Operation Standards and Policies including, without limitation,
requirements for the size or square footage of the facility, the appearance of the facility,
signage, Product display and business hours. Dealer shall make such alterations,
improvements and upgrades to the Dealer Location as BRP may specify from time to
time or in agreement(s) entered into with Dealer. Dealer hereby grants to BRP
permission to inspect and photograph all parts of the Dealer Location to ensure
compliance with this Agreement. Dealer shall execute, upon request from BRP, a report
of the Dealer Location or other document specified by BRP, which may include, without
Page 5
BRP US INC. Dealer Agreement General Provisions 2013 - v.2
FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023
limitation,a description of the Dealer Location and a comparison with the requirements
set forthin the Operation Standards and Policies.
(c) Pre-Deliverv Responsibilities. Dealer shall assemble, set-up, test and inspect Products to
ensure that they are in proper operating condition prior to delivery to any retail customer.
Dealer agrees that it will not deliver to anyone, other than another authorized BRP dealer,
any Products which are either inshipping crates, or not fully set-up, Serviced, and that
have not successfully passed the pre-delivery inspection in accordance with the
Operation Standards and Policies, including without limitation the BRP Pre-Delivery
Inspection Checklist and the Warranty Service Guide. Dealer agrees to deliver Products
and review their features with each retailcustomer in person. Dealer's responsibilities to
properly set-up, test and inspect Products shall survive the termination or expiration of
this Agreement.
(d) Service of Products.
(i) Dealer shall provide to purchasers of Products the terms of the applicable BRP
warranty, including any territoriallimitationsto warranty coverage. After delivery of
any new and unused Vehicle(s) to the customer, Dealer shall promptly and
accurately fileelectronically with BRP true and complete warranty registration
information, in accordance with the Operation Standards and Policies, including
without limitationthe Warranty Service Guide. Subject to applicable law, BRP may
utilize the information provided by Dealer for any purpose including, without limitation,
establishing warranty protection, providing essential information in the event of a
safety campaign and providing BRP with useful marketing information.
(ii) Dealer shall perform promptly, any necessary Service including all extended warranty
services pursuant to any applicable BRP extended service contract owned by the
consumer. Such Service shall be performed without charge to retailcustomer when
prescribed by BRP. As soon as informed, Dealer shall not sell any Product that is
affected by a safety campaign untilmodifications have been duly performed on the
Product, the whole as instructed by BRP. Dealer shall be responsible for,and hold
BRP harmless from, any costs or other damages incurred by BRP as a result of any
failure by Dealer to comply with this Paragraph.
(iii)
Dealer shall process warranty claims on Products inaccordance with the procedure
set forth inthe Operation Standards and Policies, including without limitationthe
Warranty Service Guide, BRP instructions and technical publications. When Service
is made on Products, only replacement parts approved by BRP shall be used. Dealer
shall not sell or offer for sale or use in the Service of any Products, as a genuine new
BRP part, any part that is not in fact a genuine new BRP part.
(iv)Dealer shall not refuse to provide Service to a customer for the sole reason that the
Product was purchased from another dealer. Dealer shall assume sole responsibility
for the workmanship of any Service performed by itsemployees or representatives,
and shall not hold BRP responsible in any way if any failure or damage is caused to
the Products as a direct or indirect result of their acts or omissions including but not
limited to Dealer’s failure to perform Service as required.
(v) All Service shall be provided only by Dealer and its employees. Dealer shall perform
all Service in accordance with the Operation Standards and Policies, including
without limitationthe Warranty Service Guide, BRP instructions and technical
publications. Dealer agrees that performing Service in a manner satisfactory to BRP
is a condition to BRP entering into and continuing this Agreement. BRP reserves its
Page 6
BRP US INC. Dealer Agreement General Provisions 2013-V.2
FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023
right to evaluate the Dealer's Service in accordance with the Operation Standards
and Policies, including without limitation the Warranty Service Guide.
(e) Dealer Staff and Training. Dealer shall employ, at all times, adequate numbers of
qualified employees trained insales, Service and customer satisfaction in order to meet
the anticipated demands of the market served by Dealer, the whole as set forth inthe
Operation Standards and the Policies. Dealer shall ensure that each of its sales
employees and Service technicians complete the mandatory training programs offered or
sponsored by BRP. Dealer shall be responsible for all out-of-pocket expenses incurred by
such personnel, including, without limitation transportation and lodging.
(f) Tools and Equipment. Dealer shall maintain, at all times, adequate tools, Service
equipment, BRP manuals and Service publications in order to meet Dealer Service
obligations under this Agreement. This obligation includes, without limitation,acceptance
and payment of new tools, Service equipment, manuals and publications uniquely
designed to meet the Service needs for newly introduced Products.
(g) Advertising.
(i) Dealer shall develop, utilize and participate in various advertising and sales
promotions of its dealership and the Products ina manner consistent with the terms
of the Operation Standards and Policies in order to fulfill its responsibilities for selling,
promoting and advertising Products set forth in the Operation Standards and Policies.
To assist Dealer in fulfilling
Dealer advertising and promotion responsibilities, BRP
may develop and offer various advertising and sales promotion Policies to promote
the sale of Products for the mutual benefit of BRP and Dealer.
(ii)In recognition of the need to maintain the highest standards of ethical advertising and
business practice, Dealer shall avoid in every way any deceptive, misleading,
confusing or illegaladvertising or business practice or advertising that is or might be
detrimental to the Products, BRP, its Trademarks or the public.
(h) Data Transmission Systems. Dealer shall maintain and utilizea computer system that
permits direct communication between Dealer and BRP in the manner prescribed by
BRP. Dealer shall submit Orders and Order changes for Products, warranty registrations,
claims for warranty reimbursement, inventory information, trafficand retail sales
information, and such other information as BRP may designate, through the BRP
designated systems.
(i) Dealer Management System. Dealer shall utilizea BRP approved dealer management
system and, subject to applicable law, shall allow BRP to access selected information,
the whole as set forth in the Operation Standards and Policies.
(j) Compliance with Law. Dealer shall maintain all necessary licenses and permits, and
comply with all federal, state and local laws and regulations applicable to the Dealer
Operations and respect all laws and regulations pertaining to the protection of the
environment. Dealer is responsible for alllocal, state and federal or other applicable
taxes and tax returns related to Dealer business and holds BRP harmless from any
related claims or demands made by any taxing authority. Dealer shall collaborate and
execute any document submitted by BRP inorder to obtain Dealer's tax status from
relevant authorities regarding, without limitation,its payment of tax returns and payroll
deductions.
Page 7
BRP US INC. Dealer Agreement General Provisions 201 3 - v.2
FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023
(k) Restrictions on Sales of Products.
(i) Dealer shall Products, whether new,
not directly advertise or directly or indirectly sell
current or non-current, in another country than the one in which it was last invoiced,or
sell Products to any person who intends to sell or distribute Products outside the
country in which it was last invoiced.
(ii) Dealer acknowledges and agrees to sell Vehicles only to customers residing in the
country in which the Vehicles were last invoiced, for personal use or primary
commercial use other than for resale, as set forth inthe Operation Standards and
Policies. Furthermore, Dealer shall not knowingly assist others in importing or
exporting Vehicles inside or outside the country in which the Vehicles were last
invoiced.
Dealer shall not establish directly or indirectly an associate or sub-dealer for the sale,
(iii)
Service or display of Products and shall not wholesale, bulk sell or otherwise transfer
Products to any person, business or other dealer except those dealers authorized by
BRP to sell and Service the Products within the U.S.A. However, Dealer may sell
parts to repair shops for repair use only and not forresale. Dealer agrees that any
breach of this Paragraph would cause irreparable harm to BRP and injunctive relief
against a violation would be appropriate and reasonable.
(I) Records. Dealer shall maintain the following records for a minimum of seven (7) years: (i)
allproof of sales of Products or Services, (ii)allwarranty records, profit
(iii) and loss
statements, (iv) tax returns of Dealer dealership; and (v) allrecords relating to rebates
and promotional Policies.Dealer shall make such records available to BRP upon BRP
request.
(m) General Obligations. Dealer shall perform all other responsibilities and obligations
expressed in this Agreement. Dealer shall comply with the Operation Standards and all
Policies, including but not limited to those related to warranty registration, sale of
Products, minimum advertised price for BRP vehicles and PAC and the export of
Products. Failure to comply with the Operation Standards or any Policy may lead to
sanctions including, without limitation, the termination of this Agreement.
6. Safety
Dealer shall comply with the following safety requirements:
(a) Safety Campaigns. Dealer shall perform allProduct safety campaigns as instructed by
BRP.
(b) Products and Labels. Dealer shall inspect all Products upon arrival and at reasonable
intervals when in stock, to ensure all safety and compliance labels and hangtags, as BRP
may require, are affixed to each Product and that each label is located in the appropriate
place on the Product. If a label or hangtag is misplaced, missing, or not in the appropriate
languag
Preview
FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023 EXHIBIT B FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023 a jbv Jf—J v BRP US INC. DEALER AGREEMENT GENERAL PROVISIONS FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023 DEALER AGREEMENT GENERAL PROVISIONS TABLE OF CONTENT 1. Definitions 1 2. Purchase of Products and Delivery 3 3. Price, Payment and Financial Requirements 4 4. Reporting of Shortages or Defects 5 5. Dealer Responsibilities 5 6. Safety 8 7. Product Warranty 9 8. T rademarks and Name 10 9. Reports 11 10. Relationship with BRP 11 11. Confidential Information 11 12. Change in Dealer Ownership 12 13. Succession Plan 13 14. Death or Incapacity of Dealer Owner, 13 15. Renewal, Termination or Non-renewal 13 16. Repurchase of Products, Restocking Charges and Credits Due 16 17. Limitation of Remedies 17 18. Indemnity 17 19. Force Majeure 17 20. Notices 17 21. Counterparts, Signature 18 22. Arbitration 18 23. Miscellaneous 18 Page ii BRP US INC. Dealer Agreement General Provisions 201 3 - v. 1 FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023 DEALER AGREEMENT GENERAL PROVISIONS GENERAL PURPOSE AND OBJECTIVES This Dealer Agreement represents a covenant between BRP and Dealer to deliver to current and future BRP customers the most extraordinary recreational experience that isdriven by the BRP vision: "Passion and innovation that move the powersports world". BRP dedicates itselfto the design, engineering, manufacture, marketing and supply of BRP products and services to achieve this vision. Similarly,Dealer dedicates itself to serving the BRP customer and ensuring thatBRP products are sold and serviced in a manner that promotes the BRP experience while increasing customer loyalty and customer satisfaction. BRP has appointed Dealer as an authorized BRP dealer in reliance upon, among others, Dealer undertaking to conduct its BRP dealership operations in the following manner: In accordance with the requirements and standards set forth inthis Agreement and the BRP US Inc. Dealer Operation Standards, and • Through exemplary, sound and ethical business practices and through conscientious regard for quality customer service. Dealer acknowledges that in becoming an authorized BRP dealer, Dealer will become part of a dealer network that is designed to provide, at designated locations,dealerships that are qualified to fulfill needs of BRP customers through: • The sale of BRP products, including knowledgeable presentations of their features (including safety features) and benefits, operation, proper inspection and preparation prior to delivery; and • Prompt, efficientand courteous service for owners of BRP products so that interruptions of use of such BRP products are minimized. Dealer also acknowledges the importance of the BRP Dealer Certification Program, incentive and other programs adopted by BRP, from time to time, which are intended to influence key business practices that enhance the customer experience and promote dealership profitabilityand recognizes that it should take full advantage of the benefits of these programs in order to deliver the ultimate customer experience in its dealership. 1. Definitions Throughout this Agreement various abbreviations and abbreviated phrases are used. Their meanings are: (a) "Authorized Representative" means a qualified representative of Dealer, which may be as a General Manager, whose full-timeprofessional efforts are devoted to the conduct of Dealer Operations, who is authorized on behalf of Dealer to execute documents and make alloperational decisions with respect to Dealer Operations, on whose authority BRP isentitled to rely,and who isphysically present at Dealer Location during most of Dealer's customary operating hours. The Dealer Owner(s), officer(s),director(s) and general manager are deemed to be Authorized Representative of Dealer. Page 1 BRP US INC. Dealer Agreement General Provisions 2013- v.1 FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023 (b) "BRP" means BRP US Inc. (c) "Dealer Binder" means BRP Dealer Binders issued by BRP from time to time for each Product and available on the BRP dealer portal. (d) "BRP Dealer Certification Program" means a point based program that includes a number of weighted criteriaset by BRP and in which Dealer can earn points, and from such points incentive rewards and recognition, based upon a series of scaled performance indexes. (e) "Dealer Location" means the premises used by Dealer for the Dealer Operations as set forth in Addendum A of this Agreement. (f) "Dealer Operations" means all activities of Dealer relating to the promotion, sale, warranty, service of Products and all other activities of Dealer pursuant to this Agreement. (g) "Dealer Owners" means the persons or entities who have beneficial or record ownership of Dealer, as well as any other person or entity who acquires or succeeds to any beneficial interest or record ownership inDealer in accordance with the provisions of this Agreement. (h) "Dealer Primary Market Area" or "PMA" means an assigned, non-overlapping geographical area designated by BRP in its sole discretionin which Dealer is responsible for retailing, servicing, and otherwise representing Products to a collection of past, current and potential consumers. BRP may designate a PMA, for each Product, by sending a notice to Dealer. BRP may modify, alter or adjust Dealer's PMA at any time. (i) "Manufacturer" means Bombardier Recreational Products Inc. (j) "Operation Standards" means the BRP Dealer Operation Standards issued by BRP to its BRP dealers, including any replacements, amendments, revisions or additions issued during the Term of this Agreement. BRP may review or modify the Operation Standards, at any time. (k) "PAG" means the BRP parts, accessories and clothing specifically related to each Product line. (I) "Policies" means all policies, procedures, programs, guides, manuals, technical specifications and terms and conditions issued by BRP to its dealers from time to time, including without limitationthe Warranty Service Guide. BRP may review or modify the Policies at any time. (m) "Products" means the Vehicles, together with PAC, that are covered by this Agreement, as set forth inParagraph 1 (c) of the BRP US Inc. Dealer Agreement. (n) "Service" means allwork performed on Products including, without limitation, set-up, warranty work, maintenance, repair work, inspection, safety campaigns and modification services. (o) "Share of Wallet" means the share of the annual revenue generated by each major OEM to the Dealer gross annual revenue. (p) "Term" means the term of this Agreement set forth in Section 5 of the BRP US Inc. Dealer Agreement. Page 2 BRP US INC. Dealer Agreement General Provisions 2013-V.2 FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023 (q) "Trademarks" means any trademark, service mark or trade name now or any other time hereafter used or claimed by the Manufacturer or BRP. (r) "Vehicles" means the BRP vehicles thatare covered by this Agreement, as set forth in Paragraph 1 (c) of the BRP US. Inc.Dealer Agreement. (s) "Warranty Service Guide" means the BRP Warranty Service Guide issued and updated by BRP from time to time. 2. Purchase of Products and Delivery (a) Orders. Dealer shall order Products from BRP insuch quantities and assortment as are necessary to fulfill Dealer's responsibilities under this Agreement. Such Dealer's orders of Products ("Orders") shall be sufficient to achieve adequate market penetration, to maintain an adequate inventory of Products and to meet its sales responsibilities under Paragraph 5 (a). Dealer shall place Orders in accordance with the ordering process established by BRP. BRP may cancel, accept or reject, in whole or inpart, or decrease quantities in any Order without any liabilityto Dealer. BRP will notify Dealer of any changes to its Orders. (b) Product Changes. The Manufacturer may discontinue the manufacture or sale of any Products or change the specifications, materials, design, color or appearance or add improvements to any Product or add Products at any time, and as a result, BRP reserves the rightto discontinue the distribution of any Products or to distribute such modified Products allwithout notice to Dealer and without incurring any liability or obligation to Dealer or Dealer’s customers with respect to Products previously ordered or purchased by Dealer or otherwise. (c) Cancellation of Orders. Dealer may not cancel, change, or refuse delivery of any Products, or return ordered Products to BRP without BRP prior authorization. Dealer shall be subject to cancellation fees for such conduct as set forth in the Dealer Binder. Dealer shall also reimburse BRP for any costs incurred in returning Products to BRP. No Products may be returned unless they are unused and resalable, in accordance with BRP's applicable Policy. The fees or costs referenced in this Paragraph are a reasonable reimbursement for any loss BRP suffers from such cancellations, refused deliveries, changed orders or returns, and are not a penalty. (d) Delivery. Dealer shall accept delivery of Products according to the prevailing shipping schedule as set forth in the Dealer Binder or in the Order. All delivery dates agreed upon by the Parties are tentative,notwithstanding any terms contained inany Order or other communication by either Party. BRP shall not be in breach of any duty to Dealer if it fails to meet such delivery dates for any reason. BRP may ship Orders as Products become available and in advance of the expected delivery date upon notice to Dealer. Dealer shall have equipment and facility for unloading Products. Dealer may receive delivery of Products off-site, provided Dealer obtains BRP’s prior written consent. (e) Shipment and Risk of Loss. All shipment of Products shall be delivered as per INCOTERMS® 2010 ICC "CPT Destination, risk at origin" forthe applicable Products. However, BRP will select and contract the carrier for carriage and transport charges will be invoiced to Dealer by BRP. Transfer of risks will remain as per "FCA BRP’s factory or BRP's selected shipping point of origin". The title transfer of Products will take place upon delivery to the carrier at BRP’s factory or BRP’s selected shipping point of origin. Page 3 BRP US INC. Dealer Agreement General Provisions 2013-V.2 FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023 3. Price, Payment and Financial Requirements (a) Price. Dealer shall purchase Products at such prices, taking into account such discounts, terms and conditions, as may be established by BRP from time to time. All sales are subject to availabilityof Products, to the provisions of this Agreement and to the Operation Standards and Policies, including without limitation BRP’s current general sales terms and conditions. Unless otherwise stated by BRP, prices do not include sales, use, excise or other tax which shall be a separate charge paid by Dealer, as applicable. Dealer shall pay the price in effect on the date of shipment, regardless of when the Order was submitted or accepted. BRP may change Product prices, terms, Policies and conditions of sale upon notice to Dealer. (b) Payment. The purchase price for Products shall be paid in accordance with the terms and conditions set forth on the invoice at the time of shipment or as otherwise provided in the Operation Standards and Policies. (c) Financial Arrangements. BRP will not extend credit to Dealer or finance Dealer’s purchase of any Product. Dealer shallmake financial arrangements for the payment of Products with any financial institutionof Dealer’s choice, if such financial institutionand the terms of itsarrangements to finance Dealer are accepted inadvance inwriting by BRP. These financial arrangements must allow Dealer to (i)place Orders of Products sufficient to meet itsresponsibilities under this Agreement, (ii)pay for the purchase of Products and (iii) accept delivery of Products when available. BRP may pre-approve floor plan and financial arrangements with one or more financial institutionsand may provide that information to its Dealers from time to time. Products must be fully paid to BRP prior to shipment. This Agreement will not become effective unless notice of finalapproval of Dealer credit is received by BRP and those arrangements have been accepted in writing by BRP. Acceptance of an Order or signing of this Agreement by BRP will not constitute acceptance of Dealer's financial arrangements. Dealer will receive separate written notification inthe event that itsfinancial arrangements for payment of Products are no longer acceptable to BRP. (d) Unauthorized Changes to Financial Arrangements. BRP reserves the right to terminate or discontinue any shipment or delivery of Products and to stop delivery of any Products already in shipment immediately and without notice to Dealer if:(i) the financial arrangements for payment of Products are discontinued, interrupted or curtailed,(ii)BRP believes that itsability toobtain payment for its Products is insecure or (iii) the financial situation of Dealer has otherwise deteriorated. Any such cessation of shipment or delivery of Products shallnot constitute a termination of this Agreement or a substantial change in the competitive circumstances of this Agreement. BRP may recommence shipment or delivery of its Products if all the reasons for termination or discontinuance of shipments stated above are cured within thirty (30) days from notificationby BRP. If any of the situations stated above is not cured within the required delay, BRP may, at its sole discretion, terminate this Agreement. (e) Credit Reports. Dealer authorizes BRP or itsagent to run a credit report on Dealer, Dealer Owner(s) and any Dealer affiliate(s)in connection with this Agreement or in connection with BRP’s evaluation of Dealer’s performance under this Agreement. Dealer authorizes BRP to disclose such credit report in accordance with Paragraph 11 (c). (f) Subrogation. Upon termination or expiration of this Agreement, credits due to Dealer from BRP for any amount, including credits forwarranty work, parts, returned Products or other credits shall be promptly paid. Dealer’s right to receive payments for any such credits shall be subrogated to the right of any financial institution that has provided credit or financing for Dealer’s acquisition of Products. Dealer hereby authorizes BRP to notify Page 4 BRP US INC. Dealer Agreement General Provisions 2013- v.2 FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023 any such financial institutionof the amount of such credits upon reasonable demand and reasonable proof of the right of subrogation by such institution.Dealer’s right to receive payment for any such credits is also subject to the restocking charges and rights of offset set forth in Section 16. (g) Insurance. Dealer shall obtain and maintain at itssole cost and expense throughout the Term and also for two years after the expiration or termination of this Agreement, customary property, theft and comprehensive commercial general liability insurance from a reputable solvent insurance company. This insurance shall cover Dealer facility, fixtures,equipment and all other property of Dealer for the full value thereof and shall not have a limitof less than two million dollars ($2,000,000 USD) per occurrence and in the aggregate. Such insurance shall name BRP, its parents, and their respective its affiliates, directors, officers and employees as additional insured against any and allclaims, demands, causes of action, or damages including reasonable attorney's fees for Dealer Operations performed by Dealer. Dealer shall provide a certificate of insurance evidencing such coverage upon BRP request. 4. Reporting of Shortages or Defects Dealer must inspect allProducts immediately upon arrival.Dealer shall make allclaims for shortages and damaged Products at time of delivery and shall forward this notificationto BRP within seven (7) days after receipt of shipment, as described in the Operation Standards and Policies, including without limitationthe Warranty Service Guide. Failure of Dealer to make said notification shall constitute a waiver of any such claim. 5. Dealer Responsibilities (a) Dealer Sales Responsibilities. Dealer shall devote its best efforts to actively and adequately promote, display, sell at retail a full-line of only those Products it is authorized to sell under this Agreement. Dealer shall meet sales performance goals satisfactory to BRP and agrees that meeting and maintaining such sales performance is a material condition to BRP entering into and continuing this Agreement. BRP may evaluate whether Dealer is meeting its sales goals based on criteria determined by BRP in its sole discretion. By way of example only, such criteria may include the following: the volume of Dealer sales of Products as compared to competitive products in Dealer’s PMA or market area; the volume of Dealer's sales of Products as compared to other dealers of Products; the actual sales volume of the Products by Dealer as compared to the annual sales performance goals established by BRP for Dealer; the trend over a reasonable period of time of Dealer’s sales; and the volume of Dealer’s sales of Products as compared to Dealer’s agreed goals. If Dealer handles brands which are competitive with the Products, Dealer shall afford to the sale of the Products either as much effort as Dealer gives to any direct competitive products handled by Dealer or efforts in proportion to the Share of Wallet that the Products represent, whichever is greater. (b) Dealer Location. Dealer shall maintain, at the Dealer Location, sales and Service facilities that are at alltimes satisfactory and acceptable to BRP and that meet the requirements set forth in the Operation Standards and Policies including, without limitation, requirements for the size or square footage of the facility, the appearance of the facility, signage, Product display and business hours. Dealer shall make such alterations, improvements and upgrades to the Dealer Location as BRP may specify from time to time or in agreement(s) entered into with Dealer. Dealer hereby grants to BRP permission to inspect and photograph all parts of the Dealer Location to ensure compliance with this Agreement. Dealer shall execute, upon request from BRP, a report of the Dealer Location or other document specified by BRP, which may include, without Page 5 BRP US INC. Dealer Agreement General Provisions 2013 - v.2 FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023 limitation,a description of the Dealer Location and a comparison with the requirements set forthin the Operation Standards and Policies. (c) Pre-Deliverv Responsibilities. Dealer shall assemble, set-up, test and inspect Products to ensure that they are in proper operating condition prior to delivery to any retail customer. Dealer agrees that it will not deliver to anyone, other than another authorized BRP dealer, any Products which are either inshipping crates, or not fully set-up, Serviced, and that have not successfully passed the pre-delivery inspection in accordance with the Operation Standards and Policies, including without limitation the BRP Pre-Delivery Inspection Checklist and the Warranty Service Guide. Dealer agrees to deliver Products and review their features with each retailcustomer in person. Dealer's responsibilities to properly set-up, test and inspect Products shall survive the termination or expiration of this Agreement. (d) Service of Products. (i) Dealer shall provide to purchasers of Products the terms of the applicable BRP warranty, including any territoriallimitationsto warranty coverage. After delivery of any new and unused Vehicle(s) to the customer, Dealer shall promptly and accurately fileelectronically with BRP true and complete warranty registration information, in accordance with the Operation Standards and Policies, including without limitationthe Warranty Service Guide. Subject to applicable law, BRP may utilize the information provided by Dealer for any purpose including, without limitation, establishing warranty protection, providing essential information in the event of a safety campaign and providing BRP with useful marketing information. (ii) Dealer shall perform promptly, any necessary Service including all extended warranty services pursuant to any applicable BRP extended service contract owned by the consumer. Such Service shall be performed without charge to retailcustomer when prescribed by BRP. As soon as informed, Dealer shall not sell any Product that is affected by a safety campaign untilmodifications have been duly performed on the Product, the whole as instructed by BRP. Dealer shall be responsible for,and hold BRP harmless from, any costs or other damages incurred by BRP as a result of any failure by Dealer to comply with this Paragraph. (iii) Dealer shall process warranty claims on Products inaccordance with the procedure set forth inthe Operation Standards and Policies, including without limitationthe Warranty Service Guide, BRP instructions and technical publications. When Service is made on Products, only replacement parts approved by BRP shall be used. Dealer shall not sell or offer for sale or use in the Service of any Products, as a genuine new BRP part, any part that is not in fact a genuine new BRP part. (iv)Dealer shall not refuse to provide Service to a customer for the sole reason that the Product was purchased from another dealer. Dealer shall assume sole responsibility for the workmanship of any Service performed by itsemployees or representatives, and shall not hold BRP responsible in any way if any failure or damage is caused to the Products as a direct or indirect result of their acts or omissions including but not limited to Dealer’s failure to perform Service as required. (v) All Service shall be provided only by Dealer and its employees. Dealer shall perform all Service in accordance with the Operation Standards and Policies, including without limitationthe Warranty Service Guide, BRP instructions and technical publications. Dealer agrees that performing Service in a manner satisfactory to BRP is a condition to BRP entering into and continuing this Agreement. BRP reserves its Page 6 BRP US INC. Dealer Agreement General Provisions 2013-V.2 FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023 right to evaluate the Dealer's Service in accordance with the Operation Standards and Policies, including without limitation the Warranty Service Guide. (e) Dealer Staff and Training. Dealer shall employ, at all times, adequate numbers of qualified employees trained insales, Service and customer satisfaction in order to meet the anticipated demands of the market served by Dealer, the whole as set forth inthe Operation Standards and the Policies. Dealer shall ensure that each of its sales employees and Service technicians complete the mandatory training programs offered or sponsored by BRP. Dealer shall be responsible for all out-of-pocket expenses incurred by such personnel, including, without limitation transportation and lodging. (f) Tools and Equipment. Dealer shall maintain, at all times, adequate tools, Service equipment, BRP manuals and Service publications in order to meet Dealer Service obligations under this Agreement. This obligation includes, without limitation,acceptance and payment of new tools, Service equipment, manuals and publications uniquely designed to meet the Service needs for newly introduced Products. (g) Advertising. (i) Dealer shall develop, utilize and participate in various advertising and sales promotions of its dealership and the Products ina manner consistent with the terms of the Operation Standards and Policies in order to fulfill its responsibilities for selling, promoting and advertising Products set forth in the Operation Standards and Policies. To assist Dealer in fulfilling Dealer advertising and promotion responsibilities, BRP may develop and offer various advertising and sales promotion Policies to promote the sale of Products for the mutual benefit of BRP and Dealer. (ii)In recognition of the need to maintain the highest standards of ethical advertising and business practice, Dealer shall avoid in every way any deceptive, misleading, confusing or illegaladvertising or business practice or advertising that is or might be detrimental to the Products, BRP, its Trademarks or the public. (h) Data Transmission Systems. Dealer shall maintain and utilizea computer system that permits direct communication between Dealer and BRP in the manner prescribed by BRP. Dealer shall submit Orders and Order changes for Products, warranty registrations, claims for warranty reimbursement, inventory information, trafficand retail sales information, and such other information as BRP may designate, through the BRP designated systems. (i) Dealer Management System. Dealer shall utilizea BRP approved dealer management system and, subject to applicable law, shall allow BRP to access selected information, the whole as set forth in the Operation Standards and Policies. (j) Compliance with Law. Dealer shall maintain all necessary licenses and permits, and comply with all federal, state and local laws and regulations applicable to the Dealer Operations and respect all laws and regulations pertaining to the protection of the environment. Dealer is responsible for alllocal, state and federal or other applicable taxes and tax returns related to Dealer business and holds BRP harmless from any related claims or demands made by any taxing authority. Dealer shall collaborate and execute any document submitted by BRP inorder to obtain Dealer's tax status from relevant authorities regarding, without limitation,its payment of tax returns and payroll deductions. Page 7 BRP US INC. Dealer Agreement General Provisions 201 3 - v.2 FILED: MONTGOMERY COUNTY CLERK 01/26/2023 03:53 PM INDEX NO. EF2023-49 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 01/26/2023 (k) Restrictions on Sales of Products. (i) Dealer shall Products, whether new, not directly advertise or directly or indirectly sell current or non-current, in another country than the one in which it was last invoiced,or sell Products to any person who intends to sell or distribute Products outside the country in which it was last invoiced. (ii) Dealer acknowledges and agrees to sell Vehicles only to customers residing in the country in which the Vehicles were last invoiced, for personal use or primary commercial use other than for resale, as set forth inthe Operation Standards and Policies. Furthermore, Dealer shall not knowingly assist others in importing or exporting Vehicles inside or outside the country in which the Vehicles were last invoiced. Dealer shall not establish directly or indirectly an associate or sub-dealer for the sale, (iii) Service or display of Products and shall not wholesale, bulk sell or otherwise transfer Products to any person, business or other dealer except those dealers authorized by BRP to sell and Service the Products within the U.S.A. However, Dealer may sell parts to repair shops for repair use only and not forresale. Dealer agrees that any breach of this Paragraph would cause irreparable harm to BRP and injunctive relief against a violation would be appropriate and reasonable. (I) Records. Dealer shall maintain the following records for a minimum of seven (7) years: (i) allproof of sales of Products or Services, (ii)allwarranty records, profit (iii) and loss statements, (iv) tax returns of Dealer dealership; and (v) allrecords relating to rebates and promotional Policies.Dealer shall make such records available to BRP upon BRP request. (m) General Obligations. Dealer shall perform all other responsibilities and obligations expressed in this Agreement. Dealer shall comply with the Operation Standards and all Policies, including but not limited to those related to warranty registration, sale of Products, minimum advertised price for BRP vehicles and PAC and the export of Products. Failure to comply with the Operation Standards or any Policy may lead to sanctions including, without limitation, the termination of this Agreement. 6. Safety Dealer shall comply with the following safety requirements: (a) Safety Campaigns. Dealer shall perform allProduct safety campaigns as instructed by BRP. (b) Products and Labels. Dealer shall inspect all Products upon arrival and at reasonable intervals when in stock, to ensure all safety and compliance labels and hangtags, as BRP may require, are affixed to each Product and that each label is located in the appropriate place on the Product. If a label or hangtag is misplaced, missing, or not in the appropriate languag