CornerStone Dealer Agreement

WHEREAS, for CornerStone established and administered Product Protection Program(s) (Program[s]), CornerStone grants Dealer authority to issue various contracts on Approved Vehicles or Crafts (Units) and to sell such contracts to purchasers of Units from Dealer at prices determined by Dealer.

IT IS HEREBY AGREED between CornerStone and Dealer as follows: CornerStone grants Dealer authority to issue Contracts pursuant to Program and Dealer agrees to the terms set forth herein. Dealer commission shall be the difference between the Net Dealer Cost and the Retail Selling Price of the Contract as determined by Dealer.

  1. Dealer agrees to sell Contracts to its new and used Unit customers (Purchasers) during the term of this Agreement.
  2. Dealer agrees to follow the guidelines as issued by CornerStone concerning the Program(s). Such guidelines will determine Unit eligibility for use in the CornerStone Program(s) as well as, but not limited to, cancellations, transfers, and claims. Dealer may not affect the coverage on the Contract prior to the date of purchase of the unit from the Dealer.
  3. Dealer agrees to permit CornerStone or its authorized representatives, during normal business hours, to enter Dealer’s place of business to inspect and examine all records relative to the issuance of Contracts on the subject matter of the Dealer Agreement until one (1) year following the expiration of such Contract for the purpose of review and audit.
  4. Dealer agrees to remit the cost for each Contract in accordance with CornerStone’s requirements within forty-five (45) days of Contract’s issue date. CornerStone reserves the right to refuse/return the Contract to the Dealer and notify the Purchaser of the refusal/return of the contract and no coverage will be granted for non-timely or incomplete Contract submission by Dealer
  5. Dealer shall be responsible to refund its proportionate share of the commission based on the cancellation provisions of the respective Contracts unless one of the following occurs:
    1. If the Contract includes a No Chargeback (NCB) reserve and is cancelled after ninety (90) days and Dealer charged customer a maximum of three (3) times Net Dealer Cost, Dealer shall be entitled to retain the full Commission. If Dealer charged in excess of three (3) times Net Dealer Cost, Dealer shall be responsible to refund its proportionate share of the amount charged in excess of three (3) times Net Dealer Cost.
    2. It the Contract is non-cancellable or non-refundable per the terms of the Contract but the Lienholder which has financed the purchase price of Contract requests cancellation due to repossession or charge off, Dealer shall be responsible to refund its proportionate share of the commission to Lienholder.
  6. Dealer agrees that Cornerstone shall have the right to offset any amount CornerStone may owe Dealer against any sums the Dealer may owe for any obligations of the Dealer to CornerStone.
  7. Dealer warrants that it possesses the experience and expertise to service and repair the types of products designated and will only undertake repairs on products for which it is factory authorized unless otherwise agreed to by CornerStone.
  8. Dealer agrees to repair or replace, within its capability as a qualified repair facility, any covered part(s) due to a mechanical breakdown in compliance with the terms and conditions of the Contract issued. Dealer also agrees to inform CornerStone before initiating any covered repair, or replacement of any covered part(s), of all circumstances or conditions including, but not limited to, Purchaser neglect, abuse, failure to perform required services, alteration of Unit, etc. that might exclude coverage under the terms of the Contract.
  1. Dealer agrees to submit an estimate of repair and receive approval from CornerStone prior to proceeding with any repair on the covered Unit. Claims for repairs that are made by Dealer without obtaining an authorization number during the process of the estimate submission and subsequent approval may be denied and returned to the Dealer unpaid.
  2. Dealer agrees to submit to CornerStone all claims for reimbursement within forty-five (45) days of the completion of repairs. Claims submitted after forty-five (45) days may be denied and returned to Dealer unpaid.
  3. Dealer agrees to allow CornerStone or its agents, during normal business hours, to enter Dealer’s place of business to inspect and examine any unit and/or mechanical parts relative to the repair of submitted claims or estimates.
  4. Claims received by CornerStone that are not covered under the Contract Terms and Conditions or those on Units that have not been properly registered by Dealer, will be denied and returned to the Dealer unpaid.
  5. Dealer agrees to be responsible for the cost of all materials and services (“Repairer’s Guarantee”) as supplied by the Dealer against faulty workmanship and or defective materials under normal use for a period of no less than ninety (90) days from the date repairs are completed and the Unit is returned to Purchaser.
  6. Dealer agrees and acknowledges that CornerStone assumes no obligation for the workmanship, quality of repairs or replacement of parts; nor for any bodily injury or property damage caused directly or indirectly by mechanical failure or malfunction, or any other cause, of a Unit or any part thereof.
  7. Dealer agrees that in order to maintain the quality control standards of CornerStone, CornerStone will have the right to verify and audit repairs performed by Dealer by means of direct contact with Purchaser.
  8. Dealer indemnifies, defends and holds CornerStone and its directors, officers, employees, successors and assigns harmless from and against all liabilities, claims, injury expenses (including reasonable attorney’s fees) or loss resulting from or arising out of acts or omissions of the Dealer, its agents, directors, officers, employees and contractors in providing service to the customer, and the Dealer shall reimburse CornerStone in defending any such actions brought against the same.
  9. Dealer agrees to give CornerStone forty-five (45) days notice of any changes to the Agreement or Dealer Information worksheet attached to Agreement.
  10. CornerStone agrees to administer the applicable Contracts in accordance with the applicable Program Terms and Conditions.
  11. CornerStone agrees to supply to Dealer access to an electronic interface that will contain all Program forms, guidelines, rate sheets and any other such form as CornerStone may hereafter require for use in the Program as needed by Dealer.
  12. CornerStone agrees to assist Purchaser in receiving benefits provided under the Terms and Conditions of the Contract, in accordance with CornerStone’s current Program Guidelines. These include, but are not limited to, claims and claims adjustment expenses, inspections, transfers and cancellation procedures.
  13. CornerStone agrees to compute payment of approved claims to Dealer at Dealer’s retail labor rate as approved by CornerStone, according to the manufacturer’s suggested flat rate labor manual or other recognized national manuals for the Unit. Sublet labor work by the Dealer in the repair process of a Unit will be reimbursed to the Dealer at the Dealer’s cost plus 10%, except complete or total sublet repairs, which will be reimbursed at Dealer cost.
  14. CornerStone agrees to compute payment of approved mechanical claims to Dealer at a maximum of the current Manufacturer’s Suggested Retail Part Price, as listed at the time of repair/breakdown of the Unit.
  1. CornerStone agrees to compute payments on approved tire and/or wheel claims to Dealer at a maximum of Dealer’s cost from the lowest cost supplier plus 30%.

CornerStone offers Contracts on various products. The conditions, coverage, exclusions, etc., described in this Agreement may be superseded by the terms and conditions contained in the various product Contract certificates. Any representations of the Contract other than the terms therein are not binding on CornerStone, its agents or members, nor shall they be liable for any incidental or consequential damages.

This Agreement may be terminated at any time by either party upon giving thirty (30) days written notice to the other party. This Agreement may be terminated immediately without notice for any material breach of this Agreement by Dealer (including a breach or violation of the procedures set forth above). This Agreement may be terminated automatically without notice should Dealer fail to submit Contracts for three (3) consecutive months. Unless so terminated, the Dealer Agreement shall be a continuing Agreement. Upon termination by either party, all obligations hereunder shall cease; provided however, that CornerStone shall continue its administration and liability for all Contracts sold and properly registered by the Dealer and administrated by CornerStone prior to the Contract termination date and for which the Dealer has paid the appropriate wholesale purchase price to CornerStone.

This Agreement shall have no force or effect unless and until such time it is accepted and approved by CornerStone. This Agreement and any rights or obligations hereunder are personal to the Dealer and shall not be assignable, subcontracted or transferable in whole or in part without prior written consent of CornerStone. The parties hereto are independent contractors and nothing in this Agreement will be construed as an employer-employee relationship. If any provision of this Agreement is held invalid under the law or regulations of any state where used, such provision shall be deemed not a part of this Agreement in such state, but shall not invalidate any other provision hereof. This document, together with the Dealer guidelines as may be later modified by CornerStone, constitutes the full and entire Agreement between the Dealer and Cornerstone, superseding any prior oral or written arrangements between the parties relating to the subject matter hereof. Future representations, modifications or agreements must be made in writing and signed by both parties. This Agreement shall be construed in accordance with and governed by the laws of the State of North Carolina in the County of Catawba.