MX – Dealership Code of Ethics

1. Dealership 

Dealership is a system of marketing goods and/or services and/or technology, which is based upon a close and ongoing collaboration between legally and financially separate and independent undertakings, the Principal and its Individual Dealer whereby the Principal grants its Individual Dealers the right, and imposes the obligation, to conduct a business in accordance with the Principal's concept. The right entitles and compels the individual Dealer, in exchange for a direct or indirect financial consideration, to use the Principal’s trade name, and/or trade mark and/or service mark, know-how(*), business and technical methods, procedural system, and other industrial and/or intellectual property rights, supported by continuing provision of commercial and technical assistance, within the framework and for the term of a written dealership agreement, concluded between parties for this purpose.

(*)"Know-how" means a body of non-patented practical information, resulting from experience and testing by the Principal, which is secret, substantial and identified;

"secret" means that the know-how, as a body or in the precise configuration and assembly of its components, is not generally known or easily accessible; it is not limited in the narrow sense that each individual component of the know how should be totally unknown or unobtainable outside the Principal’s business;

"substantial" means that the know-how includes information which is of importance for the sale of goods or the provision of services to end users, and in particular for the presentation of goods for sale, the processing of goods in connection with the provision of services, methods of dealing with customers, and administration and financial management; the know-how must be useful for the Dealer by being capable, at the date of conclusion of the agreement, of improving the competitive position of the Dealer, in particular by improving the Dealer's performance or helping it to enter a new market.

"identified" means that the know-how must be described in a sufficiently comprehensive manner so as to make it possible to verify that it fulfils the criteria of secrecy and substantiality; the description of the know-how can either be set out in the dealership agreement or in a separate document or recorded in any other appropriate form.

2. Guiding Principles

2.1 MX (the Principal) is the initiator of a dealership network, composed of itself and its Individual Dealers, of which the Principal is the long-term guardian.

2.2 The obligations of MX (the Principal):
 

The Principal shall

• Have operated a business concept with success, for a reasonable time;
• Be the owner, or have legal rights to the use, of its network's trade name, trade mark or other distinguishing identification;
• Provide the Individual Dealer with initial training and continuing commercial and/or technical assistance during the entire life of the agreement.

2.3 The obligations of the Individual Dealer:
 

The Individual Dealer shall

• Devote its best endeavours to the growth of the dealership business and to the maintenance of the common identity and reputation of the dealership network;
• Supply MX (the Principal) with verifiable operating data to facilitate the determination of performance and the financial statements necessary for effective management guidance, and allow MX (the Principal), and/or its agents, to have access to the individual Dealer’s premises and records at MX’s (the Principal’s) request and at reasonable times;

2.4 The ongoing obligations of both parties:
 

Parties shall exercise fairness in their dealings with each other. The Principal shall give written notice to its Individual Dealers of any contractual breach and, where appropriate, grant reasonable time to remedy default;
Parties should resolve complaints, grievances and disputes with good faith and goodwill through fair and reasonable direct communication and negotiation.

3. Recruitment, Advertising and Disclosure

3.1 Advertising for the recruitment of Individual Dealers shall be free of ambiguity and misleading statements
 

3.2 Any publicly available recruitment, advertising and publicity material containing direct or indirect references to future possible results, figure or earnings to be expected by Individual Dealers, shall be objective
 

3.3 In order to allow prospective Individual Dealers to enter into a binding document with full knowledge, they shall be given a copy of the present Code of Ethics as well as full and accurate written disclosure of all information material to the dealership relationship, within a reasonable time prior to the execution of these binding documents

3.4 If a Principal imposes a Pre-contract on a candidate Individual Dealer, the following principles should be respected:

• Prior to the signing of any pre-contract, the candidate Individual Dealer should be given written information on its purpose, on any consideration he may be required to pay to the Principal to cover the latter's actual expenses, incurred during and with respect to the pre-contract phase; 
• The Pre-contract shall define its term and include a termination clause;
• The Principal can impose non-competition and/or secrecy clauses to protect its know-how and identity.
   

4. Selection of Individual Dealers

A Principal should select and accept as Individual Dealers only those who, upon reasonable investigation, appear to possess the basic skills, education and personal qualities and financial resources sufficient to carry on the dealership business.

5. The Dealership Agreement

5.1 The Dealership agreement should comply with the National law, European community law and this Code of Ethics.

5.2 The agreement shall reflect the interests of the members of the dealership network in protecting the Principal’s industrial and intellectual property rights and in maintaining the common identity and reputation of the dealership network. All agreements and all contractual arrangements in connection with the dealer relationship should be written in English. If the Individual Dealer requires, the Principal may provide a copy of the Dealership Agreement translated by a sworn translator into the official language of the country the Individual Dealer is established in, and signed agreements shall be given immediately to the Individual Dealer. All costs of such translation shall be borne by the Individual Dealer.

5.3 The Dealership agreement shall set forth without ambiguity, the respective obligations and responsibilities of the parties and all other material terms of the relationship.

5.4 The essential minimum terms of the agreement shall be the following:

• The rights granted to the Principal;
• The rights granted to the Individual Dealer;
• The goods and/or services to be provided to the Individual Dealer;
• The obligations of the Principal;
• The obligations of the Individual Dealer;
• The terms of payment by the Individual Dealer;
• The duration of the agreement which should be long enough to allow Individual Dealer to amortize their initial investments specific to the dealership;
• The basis for any renewal of the agreement;
• The terms upon which the Individual Dealer may sell or transfer the dealership business and the Principal’s possible pre-emption rights in this respect;
• Provisions relevant to the use by the individual Dealer of the Principal’s distinctive signs, trade name, trade mark, service mark, store sign, logo or other distinguishing identification;
• The Principal’s right to adapt the dealership system to new or changed methods;
• Provisions for termination of the agreement;
• Provisions for surrendering promptly upon termination of the dealership agreement any tangible and intangible Property belonging to the Principal or other owner thereof.