('Dealer') and the Gustave A. Larson Company ('Larson') enter into the following agreement in order to grow the Trane residential product line in a manner profitable to both parties. This agreement is effective from the moment it is signed or accepted electronically by the Dealer and remains effective until it is terminated by either party as set forth below.
The Gustave A. Larson Company agrees to provide Dealer with:
• Limited distribution with achievement of Trane growth and market share goals
• Larson representative for dealer's account
• Complete line of Trane HVAC products & accessories
• Advertising / Education / Promotional funds
• Education opportunities in the areas of service, sales and business management
• Marketing/advertising programs
• Product support materials
• Sales, lead generation & dealer branding tools
• Technical assistance through Field Service Representatives
• Warranty support
• Additional benefits by "dealer level" (see Dealer Level & Benefits page)
Dealer agrees to:
• Represent the Trane product line in a professional manner, including promptly responding to customer calls and service issues
• Actively promote, market and sell Trane residential and light commercial products and programs offered by Trane
• Employ a staff of qualified personnel who are capable of properly applying, installing, servicing & maintaining Trane products
• Apply and install Trane products in accordance with installation instructions and the laws/codes/regulations in dealer's marketing area
• Focus on superior customer service and upselling Trane HVAC systems
• Offer consumer financing (preferably Wells Fargo) to take advantage of Trane consumer offers
• Stay current with payment of product purchases, including the MAF Surcharge on Trane non-commercial products
• Allow Larson to email, fax, and/or mail information about products, programs, training, etc.
• Consider participating in Larson's 'Trane Local Marketing Group' (LMG) and Trane consumer offers
• Actively identify as a Trane dealer in at least three of the following areas: Building Sign | Business Cards | Proposal Forms | Showroom Display | Uniforms | Vehicle Decals | Website | Yard Signs
• Commit installation and service personnel to participate in Larson-sponsored technical trainings and service updates
• Owners, managers and sales personnel will attend at least one Trane approved business or sales training per year
This Dealer Agreement shall supersede and replace all other agreements and understandings between both parties. Furthermore, it is understood and agreed that the Dealer will:
1. Represent himself at all times, whether in writing or otherwise, as an 'independent' dealer, and shall not represent himself as an authorized agent or franchise or to make commitments, statements, or contracts on behalf of Larson or Trane. Dealer shall ensure that all non-Trane products or services offered by or through Dealer shall be clearly and explicitly identified as a Dealer or third party product or service so that such products or services are not construed by a customer to be a Trane offering or obligation.
2. Prominently identify each Dealer location as a source of Trane products and actively promote, market, and sell the products in a manner to enhance the prestige of their brand name, and not to disparage or devalue Trane name, trademark or reputation in any way.
3. Comply with Trane's standards, guidelines and branding specifications for the advertisement of Trane products and for use of any Trane trademarks associated therewith.
4. If Dealer elects to place any Trane trademark on its vehicles, signage or on the uniforms of its employees or the like, Dealer shall do so in accordance with Trane's programs and standards therefore, and shall ensure that a clean and professional image is presented thereto. Additionally, Dealer agrees that Larson shall have the right, at least once during the term of this Agreement or annually, whichever is shorter, to visit the premises of Dealer for purposes of inspecting such premises and Dealer's vehicles and employee uniforms to ensure that any use of Trane trademarks is in accordance with Trane's guidelines and standards and to ensure that a clean and professional image is presented by Dealer in its dealings as a Dealer of Trane products. Dealer further agrees that: (i) it will do nothing that will in any way impair, damage, or dilute Trane's ownership, value, or control of its trademarks and trade names, (ii) it will not use the name 'Trane' to indicate in any way that Trane has any ownership interest in Dealer; (iii) it will not use the name 'Trane' or any portion or variation of it in Dealer's legal, trade, or business name, commercial name, trademark, website URL, chamber of commerce or similar register; (iv) any and all use of Trane's trademarks by it shall inure to the sole and exclusive benefit of Trane; (v) nothing shall confer or vest in Dealer any right of ownership or use of any Trane trademark, other than as specified herein; and (vi) its rights herein are subject to termination for any failure to comply or to correct any misuse of Trane trademarks as noted by Larson or Trane.
5. Not misrepresent the capabilities or benefits of the Products to the consumer in any manner. The Dealer further agrees to train its personnel, agents, and/or representatives in the use of Trane approved selling stories, which will be made available to Dealer by Larson and Trane.
6. Hold all necessary Federal, State and local licenses/permits to sell, install and/or service Trane products throughout the term of this agreement.
7. Not sell Trane products on an uninstalled basis, either directly or through a third party, and not sell to another contractor for installation. In the event of a breach of this provision, Dealer agrees herein that it will reimburse Trane for any reasonable costs involved in remedying issues that arise with Products in violation of this provision.
8. Take responsibility for delivering Product warranties, Product Use and Care books, and other consumer literature packaged with the Products to the purchaser and/or consumer and for complying with specific product registration procedures including, but not limited to, limited warranties, as may be required by Trane and shall indemnify Trane for any failure to deliver Product warranties, Product Use and Care books and other consumer literature to the purchaser and/or consumer or for failure to comply with product registration procedures. Dealer further agrees to make sure to the best of its ability that the purchaser and/or consumer understand the operation of the Products, maintenance requirements and warranties.
9. Comply with all federal, state, and local, laws, rules, regulations, orders, codes, and ordinances and accepted industry practices, directly or indirectly governing the sale, installation, service, repair and/or disposal of Product, and to maintain all necessary permits, licenses, or certifications required by local or state authorities.
10. Maintain a stock of inventory of Products and related parts, as Dealer and Larson deem appropriate, to adequately meet the needs of its customers in a timely fashion.
11. Ensure that installation, service, repair, and customer site visits will only be performed by employees who have passed sufficient background checks.
12. Not remove, disconnect or negate any safety device or features on Products. Dealer shall not to remove or alter any labels, plates, or tags attached to Products without the prior written instruction or consent of Trane and/or Larson.
13. Understand that Larson and Trane may from time to time use homeowner information, pursuant to Trane's privacy policies, to confirm proper sales or service of its Products including, but not limited to, the following: (1) to ensure Trane's programs are provided and proper quality in service is achieved; (2) to evaluate a homeowner's reactions to an interest in Trane products and services; (3) to conduct research activities; (4) to respond to a homeowner request; and (5) to comply with all laws, rules, regulations, and orders.
14. Acknowledge that it may be provided with or come into possession of Trane's confidential or proprietary information and agree that confidential or proprietary information is provided for the sole purpose of permitting the Dealer to function as an independent Trane dealer and to promote the Products and services. Dealer agrees to maintain the confidentiality of all confidential, proprietary and trade secret information, including but not limited to pricing data and marketing plans. Upon termination or expiration of this Agreement, Dealer shall, at Trane's option, immediately return to Trane all confidential or proprietary information or destroy it and certify to Trane of such destruction.
15. Sell, service, repair and/or install all Products in accordance with Trane's Product warranties including, but not limited to, any Trane extended warranties as follows:
i. For all Products or systems (except the XL/XLi/XV or XC Products or systems), Dealer shall service, repair, and/or install all Products as part of the repair free of any labor charges to the consumer or Trane for a period of one (1) year from the date of installation of the Products.
ii. For XL/XLi/XV or XC Products or systems, Dealer shall service, repair, and/or install such Products as part of the repair free of any labor charges to the consumer or Trane for a period of two (2) years from the date of installation of the Products.
iii. Trane will supply all warranty parts free of charge to the Dealer for the length of the published warranty for the applicable part(s). If the Dealer cannot repair the Products to the proper working order, Trane shall have a right to send a qualified contractor to repair the Products at Dealer's expense and Dealer agrees to reimburse Trane for any such charges.
iv. Dealer acknowledges that Dealer's failure to comply with the Product warranty and the Dealer's obligations herein may void the Product warranty, and Dealer agrees to assume all costs associated with remedying the Products. Additionally, Dealer agrees to ensure that warranty claim submissions are valid and proper and agrees that claim approvals are made solely by Trane. In the event of any improper submissions, Trane shall have the right to immediately chargeback Dealer for any payments made on such claims and Dealer agrees not to seek payment from a consumer for any such chargebacks.
16. Maintain a complete record of Trane's products sold by the Dealer (including model and serial number, name and address of purchaser, and date of the purchase and installation) for 12 years, and to furnish such data to Trane and/or Larson upon request of either party, free of charge, in order to facilitate the locating of products in the possession of users in the case of product safety or performance issues. Additionally, Dealer agrees to furnish, free of charge, such relevant documents or records to Trane and/or Larson to assure compliance with its obligations as a dealer and compliance with the various programs or plans for which Dealer participates. If an audit is conducted by Trane or Distributor and that audit reveals that Dealer is not performing in material compliance thereto then, in addition to any other legal and equitable rights and remedies available. Dealer will reimburse Trane for the reasonable and customary costs of the audit.
17. Promptly report to Larson and Trane any incident where products are alleged to have caused property damage or personal injury and provide prompt and full cooperation in response to Trane's request for action on matters relating to consumer product safety issues.
18. Defend, indemnify, and hold harmless Trane and Larson and their respective parent companies, subsidiaries, affiliates, directors, officers, employees, and agents from and against any and all third party claims, losses, liabilities, penalties, damages, lawsuits, judgments, liens, encumbrances, costs, or expenses including, but not limited to, reasonable attorneys' fees, arising in whole or in part out of the acts or omissions or willful misconduct of the Dealer or Dealer's breach of this Agreement.
19. Understand and agree that it is not a party to and has no legal interest in or benefit from extended warranty agreements offered or sold by Trane which are agreements between Trane or its affiliate and the consumer.
20. Dealer and Larson shall each have a right to terminate any dealer agreement with or without cause upon thirty (30) days written notice and no party may seek compensation or any other remedy for an expected or hoped for continuation of the agreement.
21. Understand and agree that any dealer agreement may be terminated upon one (1) days' notice if Dealer commits any act or engages in any conduct which Impairs, harms or disparages Larson's and/or Trane's name, trademarks, products or reputation and that such termination shall terminate the Dealer's right to purchase and sell Trane product.
22. Dealer acknowledges that any continued use of the trademarks after the expiration or termination of this Agreement will result in immediate and irreparable harm to Trane for which there is no adequate remedy at law. In such a case, Trane shall be entitled to equitable and monetary relief, including but not limited to a temporary restraining order, preliminary and permanent injunction, specific performance with respect to any further violations of Trane's rights attorney and other professional fees incurred to enforce its rights in its trademarks, and monetary damages in the amount of $10,000 per month until any unauthorized use of its trademarks cease. Dealer understands that any rights to sell Trane products will not expire unless terminated by either party as set forth below.
23. Dealer and Larson shall each have a right to terminate any dealer agreement with or without cause upon thirty (30) days' written notice and no party may seek compensation or any other remedy for an expected or hoped for continuation of the agreement. Upon termination or non-renewal of this agreement, all support and benefits from Larson to the dealer shall immediately cease. The Dealer shall immediately cease its renewal of Yellow Pages ads that identify the dealer with 'Trane', its trade name or trademarks, and will have thirty(30) days to remove from its premises and vehicles all signs, insignia, and other sales promotional material displaying any trade name or trademark of Trane and to discontinue all use of any such trade name or trademark.
24. This is non-exclusive. Larson reserves the right to market its products and establish additional dealers as it determines necessary.
25. Trane/Larson reserves the right to amend or modify any affiliated programs or incentives at any time.