(C)
"Dealer agreement" means a written or implied
contract, | 25 |
sales agreement, or security agreement between a
supplier and a | 26 |
dealer
which
that authorizes the dealer to engage
in the retail | 27 |
sale and service of farm
implements and machinery
or
construction | 28 |
equipment, or the attachments, special
service tools,
or repair | 29 |
parts for such implements, machinery, or
equipment in
accordance | 30 |
with methods and
procedures prescribed by
the supplier
and | 31 |
includes any data processing hardware the
supplier requires
the | 32 |
dealer to purchase to satisfy the minimum
requirements of the | 33 |
dealer agreement. | 34 |
(D)
"Supplier" means a manufacturer, wholesaler, or | 35 |
distributor of farm
implements and machinery
or
construction | 36 |
equipment, or the attachments, special service tools, or
repair | 37 |
parts for such implements, machinery, or equipment to dealers | 38 |
under a dealer agreement
and who also may require the dealer to | 39 |
purchase data processing hardware to satisfy the minimum | 40 |
requirements of the dealer agreement. | 41 |
(J) "Construction equipment" includes construction equipment | 66 |
and the attachments, special service tools, or repair parts for | 67 |
such equipment together with mobile, motorized utility maintenance | 68 |
and industrial equipment used in construction, maintenance, or | 69 |
materials handling. "Construction equipment" does not include a | 70 |
motor vehicle as defined in section 4501.01 of the Revised Code.
| 71 |
Sec. 1353.02. (A) If a dealer enters into a dealer | 72 |
agreement with a supplier that is evidenced by a written or | 73 |
implied contract, sales agreement, or security agreement in which | 74 |
the dealer agrees to maintain an inventory, and the dealer | 75 |
agreement is subsequently terminated by the supplier in violation | 76 |
of
section 1353.06 of the Revised Code or of the terms of the | 77 |
dealer agreement or
because of the merger or
consolidation of the | 78 |
supplier with or into another corporation,
the supplier shall | 79 |
repurchase the inventory of the dealer in
accordance with this | 80 |
chapter. The dealer may choose to keep the
inventory if the | 81 |
dealer has a contractual right to do so. | 82 |
(B) Except as provided in division (D) of this section,
the | 83 |
supplier shall repurchase inventory previously purchased from
him | 84 |
the supplier and held by the dealer at the time the dealer | 85 |
agreement was terminated. The supplier shall pay eighty-five per | 86 |
cent of the
current net price for all used special service tools | 87 |
in good
condition
and for all new, unused, and undamaged repair | 88 |
parts.
The supplier shall pay the average
"as-is" value shown in | 89 |
current
industry guides for each component of a rental fleet of | 90 |
farm machinery or construction equipment that is owned by the | 91 |
dealer or financed by
the supplier or its finance subsidiary, | 92 |
provided that the component was purchased from the supplier not | 93 |
more than thirty months prior to the date of termination of the | 94 |
dealer agreement.
The supplier shall pay the net cost for all | 95 |
other new, unused,
and
undamaged inventory, except that the | 96 |
supplier shall
repurchase at
its fair market value any data | 97 |
processing hardware
that
he
the
supplier required the dealer to | 98 |
purchase to satisfy
the minimum
requirements of the dealer | 99 |
agreement or shall assume any computer
hardware lease | 100 |
responsibilities of the dealer when
he
the
supplier
required the | 101 |
dealer to lease the hardware from a specific
supplier. The | 102 |
supplier may handle, pack, and load all new,
unused, and
undamaged | 103 |
repair parts and special service tools or
pay five per
cent of the | 104 |
current net price of the parts and tools
to cover the
cost of | 105 |
handling, packing, and loading. The dealer
shall pay the
freight | 106 |
charges for shipping repurchased inventory
to the
supplier's | 107 |
nearest warehouse or to another mutually
agreeable
site. The | 108 |
supplier may furnish a representative to
inspect all
parts and to | 109 |
certify their acceptability when packed
for
shipment. The | 110 |
supplier may set off against the repurchase
amount
debts owed by | 111 |
the dealer to the supplier at the time of
repurchase, except
he | 112 |
the supplier may not set off debts
disputed
by the dealer in good | 113 |
faith. | 114 |
(C) The supplier shall tender payment of the repurchase | 115 |
amount less any allowable set-off to the dealer within ninety
days | 116 |
after
receipt of
the supplier receives the inventory. If
the | 117 |
supplier fails to
pay the repurchase amount to the dealer within | 118 |
ninety days after
receipt of the inventory,
he
the supplier shall | 119 |
pay interest on
the current net price of the inventory computed at | 120 |
the interest rate
established pursuant to division (A) of section | 121 |
1343.03 of the
Revised Code from the ninety-first day after | 122 |
receipt of the
inventory. Upon payment of the repurchase amount | 123 |
to the dealer,
the title and right of possession to the | 124 |
repurchased inventory
shall transfer to the supplier. | 125 |
(2) Circumstances that constitute good cause for a supplier | 155 |
to
terminate, fail to renew, or substantially alter the | 156 |
competitive
circumstances of a dealer agreement include failure by | 157 |
the dealer
to comply with the requirements imposed on the dealer | 158 |
by a dealer
agreement if the requirements are not materially | 159 |
different from
those imposed on other dealers similarly situated | 160 |
in this state or
surrounding states. In addition, circumstances | 161 |
that constitute
good cause include those in which the dealer | 162 |
consistently does any
of the following: | 163 |
(B) Prior to a supplier's termination of or failure to renew | 196 |
a
dealer agreement, the
supplier shall provide the dealer with not | 197 |
fewer than one hundred eighty days'
prior written notice of the | 198 |
intent to terminate or not renew it. The
notice shall explain the | 199 |
deficiencies on the part of the dealer
that have resulted in the | 200 |
supplier's intent to terminate
or not renew the dealer agreement. | 201 |
The dealer shall submit to the
supplier a plan for correcting the | 202 |
deficiencies. The supplier, when making
the final determination | 203 |
regarding termination of the agreement, shall consider
corrective | 204 |
actions taken by the dealer. | 205 |