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UNION AUTO PROGRAM DEALER AGREEMENT

 

This Union Auto Program Dealer Agreement (“Agreement”) is entered into this ____ day of _________ 2018, by CB Auto Group, Inc.  ("CB Auto"), located at 1702 Macy Drive, Roswell, Georgia 30076 and ____________________, located at ___________________________________________, ("Dealer"). CBA and Dealer are also referred to herein individually as “Party” and collectively as “Parties.”

 

WHEREAS, CB Auto is in the business of facilitating the Union Auto Program (“Program”) for union members, union retirees, their families and others that qualify (“Members”), wherein Members who purchase or lease vehicles from participating automotive dealerships receive special pricing and various benefits and;

WHEREAS, CB Auto is willing to include Dealer as one of the automotive dealerships that participate in the Program and Dealer agrees to participate in the Program in accordance with the terms set forth herein.

NOW THEREFORE, in consideration of the promises and covenants contained herein, the parties agree as follows:

 

ARTICLE A – DEALER APPOINTMENT IN THE PROGRAM

CB Auto appoints and DEALER accepts appointment as an automotive dealership participating in the Program.

 

ARTICLE B -TERM AND TERMINATION OF THIS AGREEMENT

This Agreement shall be effective as of the date set forth above and shall continue in force until terminated, with or without cause, by either party giving to the other party not less than thirty (30) days prior written notice of such termination.
 Notwithstanding any other provision of this Agreement, in the event of any material breach of any provision of this Agreement, the party not in breach may give written notice to the breaching party of the event causing the breach and, if the breach is not corrected within five (5) business days after receipt of this notice, this Agreement may be terminated immediately at the sole discretion of the non-breaching party, in addition to availing itself of any other remedies provided by law.

 

ARTICLE C – RESPONSIBILITIES OF CB AUTO

CB Auto shall perform all of the following administrative services to the extent necessary to meet Dealer's needs:

   1. Provide Dealer administrative forms and promotional material necessary to implement the Program.


   2. Continue to develop and market the Program as CB Auto deems appropriate.


 

ARTICLE D - RESPONSIBILITIES OF DEALER

The Dealer agrees to follow the Program guidelines and procedures as outlined by CB Auto and provided to Dealer, including any and all additions and deletions as may be issued from time to time by CB Auto. Dealer also agrees to:

  1. Designate a minimum of two (2) managers that will be authorized to manage the Union Auto Program. 

  2. Inform and communicate to all dealership managers, sales consultants, F&I, and service advisors the process for                 administering the Program.

  3. Perform a safety inspection and repair any defects that would impair the safe operation of any pre-owned vehicle and only offer for sale or lease vehicles that are in good working order at the time of the transaction.

  4. Ensure that any pre-owned, new demonstrator, or service loaner will be fully serviced including, but not limited to, having the oil changed and a new filter installed prior to delivery.

  5. Not publish, reproduce, circulate or display any advertisement or other promotional or marketing materials related to CB Auto or the Program without the prior written approval of CB Auto. Dealer shall not use the name or logo of CB Auto or CB Auto’s benefit providers and insurance carriers.

  6. Place a telephone call to the referred Member with in one (1) hour after the referral is received welcoming them to your dealership and the Program. Under no circumstance will the Dealer’s initial contact with the Member be via an automated response email or telephone call.

  7. Offer all Members a transparent and hassle-free buying experience.

  8. Sell or lease any new or pre-owned vehicle (unless excluded) at the lesser of the dealers lowest advertised or published price or the “fair purchase price” as established by Kelley Blue Book.

  9. Apply all factory customer incentives to the Member’s purchase or lease.

  10. Apply $100.00 in extra savings for union made vehicles.

  11. Offer all Members a choice of one (1) complimentary CB Auto product as described in Exhibit “A” and, upon availability, the opportunity to purchase additional CB Auto products as described in Exhibit “B” and remit to CB Auto the amount(s) listed on Exhibit “C” and any costs related to such product offerings. Exhibits A, B and C are attached hereto and hereby incorporated by reference as if fully rewritten herein.

  12. Have the Eligibility Certificate completed by a Dealer representative at time of delivery and processed in accordance with the Program guidelines.

 

ARTICLE E - MISCELLANEOUS

  1. CB Auto may examine, at all reasonable times, at the place of business of the Dealer, the Dealer's books and records pertaining to the Program. 

  2. CB Auto and Dealer agree not to use any information acquired for any purpose other than as contemplated herein. 

  3. This Agreement shall be binding upon and shall inure to the benefit of the receivers, successors and assigns of the parties.
 Dealer may not assign its rights under this Agreement without the prior written consent of CB Auto.
    

  4. This Agreement does not in any way create the relationship of principal and agent between CB Auto and Dealer and under no circumstances shall Dealer be considered to be an agent of CB Auto. Dealer shall not act or attempt to act, or represent itself, directly or by implication, as agent of CB Auto or in any manner assume or create any obligation on behalf of or in the name of CB Auto.
  

  5. Any notice provided for in this Agreement shall be deemed sufficient if sent by air express delivery service, registered mail or certified mail to the address of the respective parties stated above, or to such other address as a Party may have subsequently designated in writing.

  6. This Agreement and any Schedules and Exhibits attached hereto constitute the whole agreement of the Parties. There are no promises, terms, conditions, or obligations other than those contained herein, and this Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the Parties. This Agreement shall be amended only in a written document signed by the Parties to this Agreement. 

  7. Each Party hereto agrees to indemnify and hold the other party harmless from and against any and all losses, damages, liabilities, obligations, costs, expenses, suits, proceedings judgments, orders, fines, penalties, amounts paid in settlement, actions and causes of action, including reasonable attorney's fees and court costs incurred in defending claims by third parties, and any and all other such related expenses, suffered or incurred that arise directly or indirectly out of, or in connection with, any claim, allegation or assertion made against that Party as a result of (a) the other Party's performance of or failure to perform a duty under this Agreement; (b) any misrepresentation by the other Party as to any aspect of the Program; or (c) a breach by the other Party of any terms or provisions of this Agreement.

  8. The failure of either Party to demand strict performance of any of the terms and conditions of this Agreement shall not be deemed to be a waiver of their rights and remedies under this Agreement.

  9. This Agreement shall be deemed separable and if any portion or provision hereof shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other portions or provisions of this Agreement which shall remain in full force and effect.

  10. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized representatives of the Parties on the date first set forth above.

 

 

Dealer

 

 

______________________________ By: ___________________________________


Printed Name                                                  Signature                                        Title

 

 

CB Auto, Inc.

 

 

______________________________ By: ___________________________________


Printed Name                                                  Signature                                        Title

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