Exhibit 10.3
DISTRIBUTION AND SUPPLY AGREEMENT*
DRA, INC.
This Agreement is entered into July 31, 1994, by DRA, Inc., a company organized
under the laws of the State of Delaware ("DRA"), and General Motors Corporation,
a company organized under the laws of the State of Delaware ("GM"), through its
Service Parts Operations ("SPO").
INTRODUCTION
This Agreement is entered into with reference to the following facts:
A. DR International, Inc. ("DRI"), DRA and GM have entered into the Asset
Purchase Agreement dated July 13, 1994, ("Asset Purchase Agreement"),
pursuant to which DRA will purchase from GM certain of the assets, and will
assume certain of the liabilities, of the Delco Remy Heavy Duty Starter
Motors and Generators business ("HDO"), the Delco Remy Heavy Duty Starter
Motors and Generators Remanufacturing business ("HDO Reman"), the Delco
Remy Light Duty Starter Motors business ("LDO"), the Delco Remy Light Duty
Starter Motors Remanufacturing business ("LD Reman") and the Powder Metal
Forge business ("PMF" and collectively with HDO, HDO Reman, LD Reman and
LDO, the "Businesses") of the Delco Remy Division of GM (together with any
successor unit of GM, the "Delco Remy Division").
B. Following Closing under the Asset Purchase Agreement, DRA will own and
operate that portion of the operations of Delco Remy Division which
supplied heavy duty starter motors and generators, and light duty starter
motors to SPO for distribution in the United States and Canada. The purpose
of this Agreement is to set forth the terms and conditions under which DRA
will supply such products to SPO (including to SPO through Delco Remy
Division or another GM operation). Capitalized terms used but
* Portions of this Exhibit 10.3 were omitted and filed separately with the
Secretary of the Securities and Exchange Commission (the"Commission") pursuant
to an application for confidential treatment filed with the Commission
pursuant to Rule 406 under the Securities Act of 1933. Such portions are
marked by the word "Redacted."
not otherwise defined herein shall have the meanings ascribed to them in
the Asset Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and
intending to be legally bound, DRA and GM hereby agree as follows:
▇. ▇▇▇▇▇
1.1 Exclusive Distributor For LDO Branded Products. DRA hereby appoints GM
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to be DRA's exclusive distributor of LDO Branded Products, as hereinafter
defined, within the Territory, as hereinafter defined (the "LDO Branded
Territory"). Subject to the terms of this Agreement, including Section 1.5
hereof, for so long as this Agreement remains in effect DRA shall not, and shall
not authorize any other party to, offer or sell LDO Branded Products within the
Territory.
1.2 Exclusive Distributor for LDO Unbranded Products. DRA hereby appoints
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GM to be DRA's exclusive distributor of LDO Unbranded Products, as hereinafter
defined, within the Territory only to those customers specified on Exhibit A
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attached hereto (the "LDO Unbranded Territory"). Subject to the terms of this
Agreement, including Section 1.5 hereof, for so long as this Agreement remains
in effect DRA shall not, and shall not authorize any other party to, offer or
sell LDO Unbranded Products within the LDO Unbranded Territory.
1.3 Exclusive Distributor For HDO Branded and HDO Unbranded Products To
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SPO Customers. DRA hereby appoints GM to be DRA's exclusive distributor of HDO
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Branded Products and HDO Unbranded Products, each as hereinafter defined, within
the Territory to those GM authorized dealers and wholesale distributors ("WDs")
as are being serviced by SPO as of the Closing Date under the Asset Purchase
Agreement and such additional dealers and WDs as may be requested by GM from
time to time and consented to by DRA, which consent shall not be unreasonably
withheld (the "HDO Territory"). Subject
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to the terms of this Agreement, including Section 1.5 hereof, for so long as
this Agreement remains in effect DRA shall not, and shall not authorize any
other party to, offer or sell HDO Products to those GM authorized dealers or WDs
as are being serviced by SPO as of the Closing Date under the Asset Purchase
Agreement.
1.4 Products Defined. For purposes of this Agreement: (i) "LDO Branded
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Products" shall mean those light duty starter motors that carry the trademark
"Delco Remy" or other trademark owned and specified by GM (other than "Remy")
and their associated service parts, components and assemblies and any
replacements therefor, (ii) "LDO Unbranded Products" shall mean those light duty
starter motors and their associated service parts, components and assemblies and
any replacements therefor other than those which are branded "Delco Remy" or
other trademark owned and specified by GM (other than "Remy"); (iii) "HDO
Branded Products" shall mean those heavy duty starter motors and generators that
carry the trademark "Delco Remy" or other trademark owned and specified by GM
(other than "Remy"), and their associated service parts, components and
assemblies and any replacements therefor described in Exhibit B; and (iv) "HDO
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Unbranded Products" shall mean those heavy duty starter motors and generators
and their associated service parts, components and assemblies and any
replacements therefor other than those which are branded "Delco Remy" or other
trademark owned and specified by GM (other than "Remy"); provided, however, that
the terms defined in clauses (i), (ii), (iii), and (iv) respectively, shall not
include such products (a) supplied as original equipment to original equipment
manufacturers ("OEMs") or (b) distributed by DRA and/or such OEMs other than GM
to service the aftermarket for such other OEMs. LDO Branded Products and LDO
Unbranded Products are sometimes referred to herein together as "LDO Products."
Similarly, HDO Branded Products and HDO Unbranded Products are sometimes
referred to herein together as "HDO Products".
1.5 Other Distribution. GM presently solicits sales from, and distributes
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LDO Branded Products and HDO Branded Products to GM dealers, WDs, and other
accounts, and it is the intent of the parties hereunder that such LDO Branded
Products distribution and HDO
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Branded Products distribution will conform to separate templates to be promptly
agreed upon by the parties. Prior to Closing under the Asset Purchase Agreement,
GM's Delco Remy Division had responsibility for distribution of HDO Branded
Products to other than GM dealers, WDs, and other types of accounts currently
served by SPO, and it is the intent of the parties hereunder that such
distribution will be continued by DRA consistent with past practice. Except as
expressly set forth in this Agreement, nothing herein shall prohibit DRA's
solicitations of sales and distribution of LDO Branded Products, LDO Unbranded
Products, HDO Branded Products or HDO Unbranded Products.
1.6 Territory Defined. For purposes of this Agreement, the term
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"Territory" shall mean the ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ plus the District of Columbia, and
Canada. Notwithstanding the foregoing, GM shall have the nonexclusive right to
sell HDO and LDO Products purchased from DRA pursuant to this Agreement to GM
authorized dealers and wholesale distributors located outside the Territory who
are being serviced by SPO.
II. DUTIES OF DRA AND GM
2.1 Best Efforts; Good Name. GM shall use its best effort to aggressively
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market the LDO Products and HDO Branded Products within the applicable Territory
in accordance with the terms of this Agreement and as DRA may direct from time
to time. In the process of pursuing these efforts, GM shall, and shall instruct
its employees and other representatives to, conduct itself and themselves in a
manner consistent with professional and accepted business standards and
practices consistent with the good name of GM, Delco Remy and DRA.
2.2 Staff and Personnel. GM shall employ and maintain sufficient qualified
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staff and sales personnel to meet its obligations hereunder.
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2.3 Qualification To Do Business. GM shall make such filings and take
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such action as may be required to qualify to do business under all applicable
state and local laws in order to perform the services contemplated by this
Agreement.
2.4 Price and Terms of Sales: Warranty: Royalties.
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(a) GM shall have the absolute right to establish the prices, charges,
terms and conditions governing the sale of LDO Branded Products, LDO Unbranded
Products sold to the customers listed on Exhibit A and HDO Products under this
Agreement, within each applicable Territory but agrees to consult with and
reasonably consider the advice of DRA regarding such prices, charges, terms and
conditions. In each case, GM shall give DRA prompt written notice of its prices
to its customers consistent with the provisions of Section 3.2 of this
Agreement. Included within GM's responsibility under this paragraph and at GM's
sole cost and expense shall be the scope and application of any warranty
accompanying GM's resale of LDO Products and HDO Branded Products, and the
administration of such warranties and any other liabilities associated with such
warranty.
(b) Direct Sales of Certain LDO Unbranded Products by DRA. DRA shall
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have the absolute right to establish the prices, charges, terms and conditions
governing the sale of LDO Unbranded Products sold by DRA and DRA shall give
prompt written notice to GM prior to DRA's notice to such customers, but in no
event less than thirty (30) days prior to such prices becoming effective. To the
extent DRA sells LDO Unbranded Products to customers in the Territory excluding
GM or its Affiliates, DRA shall pay to GM a royalty equal to 3% of the Net Sales
Price for all sales of LDO Unbranded Products to such customers. For purposes of
this Agreement, "Affiliate" shall mean any other company or partnership in which
GM owns, directly or indirectly, more than fifty percent (50%) of the
outstanding capital stock or other equity interest. The "Net Sales Price" shall
be the gross sales price as reflected on DRA's invoice before adding thereto
transportation, insurance and similar charges and any sales, use, gross receipts
or similar taxes charged to the customer on the invoice, but after deducting
incentive, quantity or distribution channel discounts reflected on the invoice
(but not after deducting any cash or early payment discounts). The aggregate
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royalty due GM for all sales in the immediately preceding calendar month shall
be paid net 30 days.
(c) Mutual Cooperation. DRA shall provide to GM documentation
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sufficient to support the calculation of royalties due GM pursuant to Section
2.4(b) above. Should such documentation prove to be unsatisfactory, in GM's
reasonable discretion, the parties shall mutually cooperate in a review of DRA's
books and records to confirm the amount of such royalties; provided, however,
that the review of such books and records shall be strictly limited only to
those necessary to confirm the royalty amount.
2.5 Advertising. During the term of this Agreement GM will pay and be
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solely responsible for advertising and promotion of LDO Branded Products and HDO
Branded Products in the applicable Territory in a manner and to a level
reasonably consistent with past practice.
2.6 Customer Inquiries. GM shall handle to appropriate conclusion all
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customer inquiries regarding LDO Products and HDO Branded Products sold by GM;
however, DRA will provide assistance with such customer inquiries as reasonably
appropriate.
2.7 Expenses. All expenses incurred by GM in connection with this
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Agreement and the performance of GM duties and responsibilities hereunder shall
be the responsibility of GM.
2.8 Product Engineering. DRA shall provide product engineering and
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production control support for LDO Products and HDO Branded Products at DRA's
expense.
2.9 Cooperation. GM and DRA will cooperate to monitor and assess
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activities hereunder in a common effort to increase efficiencies and
effectiveness in the distribution and supply of LDO Products and HDO Branded
Products pursuant to this Agreement.
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III. SUPPLY ARRANGEMENTS BETWEEN THE PARTIES
3.1 Purchase and Supply Commitment. The provisions of Section 1.1 and
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Article II of each of the Light Duty Starter Motors Component Supply Agreement,
and the Heavy Duty Component Supply Agreement (which are Ancillary Agreements
under the Asset Purchase Agreement) are incorporated herein by this reference
and apply to SPO's respective purchases of LDO Products and service parts and
HDO Branded Products from DRA as though each of the LDO Products and HDO Branded
Products were called "Components" under such Light Duty Starter Motors Component
Supply Agreement and Heavy Duty Component Supply Agreement; provided, however,
that (i) to the extent of any conflict between the sections of such supply
agreements incorporated herein and this Agreement, the provisions of this
Agreement shall govern, and (ii) the price provisions governing the purchase of
products hereunder by GM shall be as set forth in Section 3.2 below.
3.2 Purchase Price of LDO and HDO Branded Products. The initial prices for
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LDO Products and HDO Branded Products to be sold to GM hereunder shall be those
set forth on Exhibit B attached hereto which Exhibit also sets forth the current
sales prices charged by GM to its customers for such products. From and after
the date hereof and during the term of this Agreement, the prices at which DRA
shall sell LDO Products or HDO Branded Products, as applicable, to GM shall be
increased proportionately (based on the percentage increase in price) to the
extent GM increases its selling prices to its customers of LDO Products or HDO
Branded Products, as applicable. In the event of a price increase by GM, GM
shall give DRA prompt written notice of such increase prior to GM's notifying
its customers of such increase, but in no event less than ninety (90) days prior
to such increase taking effect, unless otherwise mutually agreed by the parties.
The increase in DRA's selling price shall be effective simultaneously with GM's
price increase.
In the event GM determines to decrease its selling price to its
customers of LDO Products or HDO Products, during the first seven (7) years of
this Agreement, GM shall notify DRA of such intended decrease on a timely basis,
but in all cases prior to GM's notice
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to its customers. In the event the GM proposed price decrease (or series of
related price decreases) affects or includes 50% or more of the annual dollar
sales volume (as determined by the prior year's actual sales volume) of any one
or more of the Product Families (as defined below), DRA will determine and shall
notify GM, within 15 days of receipt of notice of such decrease, whether or not
it will decrease its prices on the affected Products to GM proportionately
(based on the percentage decrease in price) to GM's decrease in prices to its
customers. To the extent DRA agrees to a price decrease, such decrease shall be
effective simultaneously with the effective date of GM's price decrease. If DRA
elects not to decrease its prices to GM (a "Price Decrease Deferral"), then DRA
shall not subsequently be permitted to increase its prices to GM pursuant to
this Section 3.2 unless and until the Deferred Amount (as defined below) equals
zero. Similarly, should a Deferred Amount still exist at the end of the first
seven (7) years of this Agreement, such amount shall carryover to future years
as a prohibition on DRA's ability to increase its prices to GM pursuant to
Section 3.2 above, until the Deferred Amount is reduced to zero. Notwithstanding
the foregoing, DRA will decrease its prices to GM proportionately (based on the
percentage decrease in price) with GM's decrease in prices to its customers at
the time during the term of this Agreement, with respect to any single
production model or part number, any GM proposed price decrease (or series of
related price decreases) that does not affect or include 50% or more of the
annual dollar sales volume (as determined by the prior year's actual sales
volume) of any Product Family, or any GM proposed price decrease whatsoever
during the term of this Agreement which has an effective date subsequent to the
seventh anniversary of this Agreement.
"Product Family" means the individual groupings of products as
designated by the product codes described on Exhibit C hereto.
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"Deferred Amount" shall mean, at any time, (i) the cumulative
aggregate dollar amount of Price Decrease Deferrals multiplied by 1.25, less
(ii) the cumulative aggregate dollar amount of price increases which DRA would
have otherwise been entitled to based on GM price increases had a Deferred
Amount balance not existed, in each instance, since the last date (a "Reset
Date") the Deferred Amount was zero (that is, it is understood that the
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Deferred Amount shall never be reduced to a negative number and following any
Reset Date, the accumulation of Price Decrease Deferrals and such price
increases pursuant to (i) and (ii) above shall be started over when another
Price Decrease Deferral occurs).
Except as may otherwise be mutually agreed, the foregoing pricing
provisions shall also apply to all service parts, including past model service
parts products, and remanufactured products sold hereunder; provided that the
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initial prices for service parts (as well as past model service parts and
remanufactured products) shall be such prices as established on Exhibit B.
Prices for LDO Unbranded Products sold within the LDO Unbranded
Territory and billed by GM or its Affiliates directly to customers shall be no
higher than the lowest Net Sales Price (adjusted where applicable for any
changes in terms and conditions of sale and applicable "meet competition" market
differentials) at which DRA is then selling such Unbranded LDO Products to its
customers in the applicable territory, less three percent (3%).
Pricing outside the applicable territories for LDO Unbranded Products and
HDO Unbranded Products, related to North American Product Programs and billed by
GM or its Affiliates directly to customers shall be no higher than the lowest
Net Sales Price (adjusted where applicable for any changes in terms and
conditions of sale and applicable market differentials) at which DRA is then
selling such Products to its customers in the same country, less three percent
(3%).
IV. TERM; TERMINATION; NON-COMPETE
4.1 Term, Termination. As to HDO Branded Products and HDO Unbranded
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Products, this Agreement shall remain in effect for three (3) years from the
date hereof and shall be automatically extended for up to twelve (12) additional
successive one-year terms without further action by GM or DRA unless DRA shall
have given GM written notice of DRA's decision not to renew this Agreement as to
HDO Branded Products beyond the then
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current one-year term, which notice shall be delivered to GM at least 12 months
prior to the initial three (3) year term or the then current termination date.
As to LDO Products, this Agreement shall remain in effect for fifteen (15) years
from the date hereof; provided, however, that this Agreement may be terminated
as to HDO Branded Products, or as to LDO Products, prior to the completion of
the applicable term in any of the following events:
(i) By mutual agreement of the parties.
(ii) Either party may terminate this Agreement if the other party
materially breaches it.
(iii) By DRA as to HDO Branded Products or LDO Products, as
applicable, if DRA gives written notice to GM within 30 days following each
anniversary date of this Agreement if GM substantially fails to achieve the
goals and objectives set forth in the HDO Product and LDO Product templates for
reasons other than a general decline in the economy. Any termination under this
provision, however, shall be effective as of the next anniversary date of this
Agreement, following receipt of such notice.
(iv) By GM to the extent DRA fails to meet the quality parameters set
forth below: (a) for O.E.M and service parts (non-remanufactured) components
which are subject to either the Light Duty Starter Motors Component Supply
Agreement or the Heavy Duty Component Supply Agreement between GM and DRA, the
quality standards set forth therein; (b) for past model service parts (non-
remanufactured) components which are not subject to either the Light Duty
Starter Motors Component Supply Agreement or the Heavy Duty Component Supply
Agreement, the quality standards established with regard to such Components
before they became past model; and (3) for remanufactured components, the
quality standards currently in place by GM at the execution of this Agreement
with respect to such remanufactured components.
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4.2 Termination Procedure. A party intending to terminate this Agreement
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under Section 4.1 (ii) or (iv) above shall first notify the other party in
writing of the grounds for the intended termination. In the event the other
party fails to remedy such grounds for termination within ninety (90) days after
the date of receipt of such notice, then the terminating party may terminate
this Agreement effective immediately upon written notice to the other party
without the need for any judicial action.
4.3 Reservation of Rights. The provisions of this Article are without
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prejudice to any other rights or remedies either party may have by reason of the
default of the other party.
4.4 Effect of Termination. Notwithstanding anything to the contrary
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contained in Section 12.11 of the Asset Purchase Agreement, in the event this
Agreement or a specified portion thereof is terminated
(i) by GM pursuant to Section 4.1(ii) or Section 4.1 (iv) above,
then GM shall be permitted to purchase comparable substitute products from other
sources and may distribute such substitute products within the applicable
Territory but only to the extent such specific products are not being
sufficiently supplied by DRA; or
(ii) by DRA pursuant to Section 4.1 (iii) above with respect to HDO
Branded Products or LDO Products, as the case may be, then GM shall be permitted
to purchase comparable substitute HDO products (if this Agreement is terminated
as to HDO Products) or LDO products (if this Agreement is terminated by LDO
Products) from other sources and may distribute such substitute HDO or LDO
products within the applicable Territory but only to the extent such specific
products are not being sufficiently supplied by DRA; or
(iii) due to DRA's election to not renew or extend the term of this
Agreement with respect to HDO Branded Products pursuant to Section 4.1 above,
then GM
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shall be permitted to purchase comparable substitute HDO products from other
sources and may distribute such substitute HDO products within the HDO Branded
Territory.
Upon the occurrence of any of the foregoing, GM shall be permitted to
distribute the applicable products described above under any GM trademark which
is not otherwise licensed to DRA, and GM shall have, for a period of two (2)
years following such termination, the absolute right to acquire from DRA (under
the same terms and conditions provided by this Agreement had there been no
termination) LDO Branded Products and HDO Branded Products for distribution to
GM authorized dealers and wholesale distributors.
4.5 Non-Compete. Except as provided in Section 4.4 to this Agreement
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above, for the term of this Agreement, GM shall not offer or sell any goods
which are competitive with, the same as, or similar to any of the LDO Products
or HDO Products, or promote or advertise any such goods within the Territory
without DRA's prior written consent; provided, however, that in any case where a
supplier other than DRA is the O.E.M. supplier to GM of LDO Products, HDO
Products or other comparable substitute products, then GM shall be permitted to
purchase and distribute service parts for such LDO Products, HDO Products or
other comparable or substitute products from such other suppliers, without
limitation.
V. QUARTERLY REVIEW
SPO and DRA shall schedule on a quarterly basis a meeting of appropriate SPO and
DRA personnel to review the performance and expectations hereunder and relevant
product plans.
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VI. GENERAL PROVISIONS
6.1 No Agency. This Agreement does not constitute either party the agent
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or legal representative of the other party. Neither party is authorized to
create any obligation on behalf of the other party.
6.2 Notices. Any notice under this Agreement shall be in writing (letter,
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telex, facsimile, or telegram) and shall be effective when received by the
addressee at its address indicated below.
(a) Notice sent to DRA shall be addressed as follows:
Delco Remy America, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
(b) Notice sent to GM shall be addressed as follows:
AC Delco Systems Division GM Service Parts Operation
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Finance Director Attn: General Director of Finance
(c) Either party by written notice to the other party may designate
other addresses to which notices shall be sent.
6.3 Amendments. No amendment to this Agreement shall be binding upon
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either party unless it is in writing and is signed by the other party.
6.4 Successors and Assignment. This Agreement shall be binding upon and
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inure to the benefit of GM and DRA and their respective successors and assigns.
No party to this Agreement may assign this Agreement or any of its rights,
interests or obligations hereunder without the prior written consent of the
other party; provided, however, that DRA may (a) without the prior written
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consent of GM assign this Agreement and any or all of its
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rights, interests and obligations hereunder to one or more of its Affiliates (as
defined in the Asset Purchase Agreement), provided that, notwithstanding such
assignment DRA shall remain liable for all of its obligations hereunder, and (b)
upon receipt of GM's consent (which will not be unreasonably withheld), assign
this Agreement and its rights, interests and obligations hereunder to (i) a
transferee of all or substantially all of the assets of any or all of the
Businesses, in each case, insofar as such rights, interests and obligations
relate to or affect the assets or Businesses so transferred or as to which such
assignee has become a successor, provided that GM shall take into consideration
in granting its consent the following: (A) that such transferee or successor is
not less creditworthy than DRA as of the Closing Date, (B) such transferee or
successor executes a written acknowledgement of its assumption of DRA's
obligations to GM under this Agreement, (C) that such transferee or successor is
not an original equipment manufacturer of fully assembled passenger cars and/or
light duty trucks, (D) if such transferee or successor is a then current
supplier to GM, such transferee or successor shall be in good standing and have
demonstrated manufacturing expertise, (E) if such transferee or successor is a
manufacturer but is not then a current supplier to GM, such transferee or
successor shall not have been terminated as a supplier by GM for reasons other
than failure to be price competitive and shall have a reputation for large-
scale, quality manufacturing and reliable performance of contracts.
6.5 Law and Jurisdiction. This Agreement shall be governed by the laws of
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the State of New York without regard to the principles of conflict or laws
thereof. Each party consents, for purposes of enforcing this Agreement, to
personal jurisdiction, service of process, and venue in any state or federal
court within the State of New York having jurisdiction over the subject matter.
6.6 Counterparts. This Agreement may be executed in counterparts, and each
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counterpart will be deemed to be an original instrument, provided that all such
counterparts together will constitute only one agreement.
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6.7 Headings. The headings preceding the text of the sections and
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subsections hereof are inserted solely for convenience of reference, and will
not constitute a part of this Agreement, nor will they affect its meaning,
construction or effect.
6.8 Entire Agreement. This Agreement constitutes the entire agreement of
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the parties hereto regarding the subject matter hereof, and supersedes any and
all prior or contemporaneous oral or written agreements between the parties
relating to the subject matter of this Agreement.
IN WITNESS WHEREOF, GM and DRA have caused this Agreement to be executed by
their duly authorized representatives on the day and year first written above.
DRA, Inc. General Motors Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Executive V.P.
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EXHIBIT A
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CUSTOMER LIST OF LDO UNBRANDED PRODUCTS
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GM Dealers
Direct Accounts
(AC-Delco Wholesale Distributors and Mass Merchandiser Distributors)
Trak
Auto Zone
Western Auto
Carquest
Auto Value
AAAD
Mass Merchandiser Distributor (MMD)
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A Mass Merchandiser Distributor is an entity whose primary function is
selling automotive replacement parts and accessories of the general type
marketed by AC-Delco to mass merchandiser retailers. The mass merchandiser
distributor warehouses, distributes and provides pre-sale services, including
seeding, pre-ticketing, inventory control, detailing, product display
arrangement, and advertisement assistance to mass merchandisers.
Mass Merchandiser Distributors (MMD) are to be distinguished from Mass
Merchandisers (MM) which are defined below.
Mass Merchandiser (MM)
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A Mass Merchandiser is an entity (regional, national or international in
scope), whose primary function is the wholesale purchase and retail sale of
commodities. Merchandise is generally sold through retail outlets (owned or
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franchised) direct to the customer. Mass Merchandisers are retailers in one of
the following categories:
- Traditional and discount department stores
- Specialty discount automotive chains
- Supermarkets and discount drug stores
- Home and auto stores
- Hardware stores
- Catalog outlets and other large retailers.
Distribution and Supply Agreement
Exhibit A
EXHIBIT B
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LDO PRODUCTS AND HDO BRANDED PRODUCTS
AND INITIAL PRICES
[Redacted]
Distribution and Supply Agreement
Exhibit B