USA Dealer Power Up Binder - Flipbook - Page 38
charge.
11. Records. Dealer shall maintain complete and accurate records concerning the sale of each Item financed
by Lender for periods as may be established by Applicable Laws. Upon request by Lender, Dealer will
promptly deliver such records or copies thereof to Lender.
12. Termination. Lender may terminate this Agreement at any time upon the occurrence of an Event of
Dealer Default described in Section 4 of this Agreement. Lender may also terminate this Agreement upon the
sale by Dealer of all, or substantially all of its assets, or upon the sale of a majority interest in Dealer if Dealer
is a corporation, limited liability company, partnership, or other entity. This Agreement may be terminated by
either party at any time upon the giving of ten (10) calendar days prior written, electronic, facsimile, or
telephonic notice to the other party. Termination for any reason shall not affect any obligations on the part of
either party which arose out of any Contracts financed by Lender hereunder prior to termination, including, but
not limited to, Sections 5 and 6 of this Agreement. Any Lender rights and Dealer obligations shall continue in
full force and effect until all credit applications for Contracts submitted by Dealer to Lender prior to the
effective date of termination are satisfied, and any costs Lender may incur in connection with this Agreement
have been paid in full and Dealer has performed all of its obligations to Lender hereunder.
13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
United States and the State of North Carolina without regard to any conflict of laws provisions. Dealer agrees
that any lawsuit between Dealer and Lender will be decided by a judge without a jury in the appropriate court
of jurisdiction in the State of North Carolina.
14. Force Majeure. Neither party to this agreement shall be liable to the other by reason of any failure in
performance of this Agreement in accordance with its terms if such failure arises out of acts of God, of the
public enemy, or of civil militia or military authority, unavailability of energy resources, widespread
communication failure, delay in transportation, fires, strikes, riots, or war. In the event of any such occurrence,
the disabled party shall use its best efforts to meet its obligations as set forth in this Agreement but in no event
shall any delay due to the foregoing events exceed thirty (30) days.
15. Miscellaneous. If any provision of this Agreement is found to be illegal, invalid or unenforceable, it shall
be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining
provisions of this Agreement. If Lender delays exercising or waives any of its rights with respect to this
Agreement, such delay or waiver does not constitute a waiver of any other of Lender’s rights. Dealer waives
presentment, protest and demand, notice of protest, demand, dishonor and non-payment of any Contract, all
other conditions to Dealer’s obligations with respect to any Contract, and notice of acceptance of this
Agreement. This Agreement constitutes a complete, final and exclusive agreement between Dealer and Lender;
all prior negotiations have been merged into this Agreement, unless otherwise expressly stated. This
Agreement shall be binding upon Dealer and its successors, assigns, heirs and personal representatives;
provided however, that no obligations or liabilities of Dealer hereunder can be assigned without written consent
of Lender (which consent may be withheld in Lender’s sole and absolute discretion). Any prior Dealer
Guidelines or Dealer Standards (Agreement) between Lender and Dealer is terminated and superseded by this
Agreement, except that any Contracts accepted by Lender from Dealer before the date of this Agreement shall
remain subject to and controlled by the agreement or agreements in effect at the time of acceptance.
16. Costs of Collection and Attorneys’ Fees. Dealer agrees to pay all of Lender’s expenses and costs
of collection and reasonable attorneys’ fees incurred in enforcing this Agreement.
17. Relationship. Neither Dealer nor Lender contemplates sharing of profits or liabilities. This Agreement
does not create a partnership, joint venture, agency or employee/employer relationship between Dealer and
Lender. Dealer is not granted any express or implied right and/or authority to legally bind Lender in any
manner whatsoever.
Dealer Standards 12-04-22
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