(1) A supplier may not:
(a) Coerce or compel any retailer to:
(A) Order any farm implements or parts.
(B) Accept delivery of farm implements with special features or accessories not included in the base list price of the farm implements as publicly advertised by the supplier.
(C) Enter into any agreement, whether written or oral, supplementary to an existing retailer agreement with the supplier, unless the supplementary agreement or amendment to the agreement is applicable to all other similarly situated retailers in the state.
(b) Refuse to deliver in reasonable quantities and within a reasonable time after receipt of the retailer’s order, to any retailer having a retailer agreement for the retail sale of new equipment sold or distributed by the supplier, equipment covered by the retailer agreement represented by the supplier to be available for immediate delivery.
(c) Require:
(A) As a condition of renewal or extension of a retailer agreement that the retailer complete substantial renovation of the retailer’s place of business, or acquire new or additional space to serve as the retailer’s place of business, unless the supplier provides at least one year’s written notice of the condition which states all grounds supporting the condition.
(B) A retailer to complete a renovation or acquisition in less than a reasonable time.
(C) A retailer to waive a right to bring an action to enforce the provisions of ORS 646A.300 to 646A.322.
(d) Discriminate among similarly situated retailers in this state with respect to the prices charged for equipment of like grade and quality sold to them by the supplier.
(e) Unreasonably withhold consent for a retailer to change the capital structure of the retailer’s business or the means by which the retailer finances the business.
(f) Prevent or attempt to prevent any retailer or any officer, member, partner or stockholder of any retailer from selling or transferring any interest to any other party or parties.
(g) Require a retailer to assent to a release, assignment, novation, waiver or estoppel which would relieve any person from liability imposed by ORS 646A.300 to 646A.322.
(h) Withhold consent to a transfer of an interest in a dealership unless the retailer’s area of responsibility or trade area does not afford sufficient sales potential to reasonably support a retailer.
(i) Unreasonably withhold consent to the sale, transfer or assignment of the retailer’s interest or power of management or control in the retailer’s business.
(j) In the event of the death or incapacity of the retailer or the principal owner of the retailer’s business, unreasonably withhold consent to the transfer of the retailer’s interest in the business to a person who meets the reasonable financial, business experience and character standards of the supplier.
(2)(a) Subsection (1)(a)(A) of this section does not apply if a law requires a retailer to order farm implements or parts.
(b) Subsection (1)(a)(B) of this section does not apply if:
(A) A law requires a supplier to supply farm implements with special features;
(B) The special features or accessories are safety features; or
(C) The retailer ordered the farm implements without coercion or compulsion.
(c)(A) As used in this paragraph, “act of nature” means an unanticipated grave natural disaster or other natural phenomenon of an exceptional, inevitable and irresistible character, the effects of which could not have been prevented or avoided by the exercise of due care or foresight.
(B) Notwithstanding subsection (1)(b) of this section, a supplier may refuse to deliver equipment if the refusal is due to:
(i) Prudent and reasonable restrictions on extension of credit by the supplier to the retailer;
(ii) An act of nature;
(iii) A work stoppage or delay due to a strike or labor difficulty;
(iv) A bona fide shortage of materials;
(v) A freight embargo; or
(vi) Any other cause over which the supplier has no control.
(C) Subparagraph (B) of this paragraph applies only if the supplier bases delivery on ordering histories with priority given to the sequence in which the orders are received.
(d) Subsection (1)(d) of this section does not prohibit:
(A) A supplier from using differentials resulting from the differing quantities in which equipment is sold or delivered.
(B) A retailer from offering a lower price in order to meet an equally low price of a competitor or the services or facilities furnished by a competitor.
(e) Subsection (1)(e) of this section applies only if:
(A) The retailer meets the reasonable capital requirements imposed by the supplier;
(B) The retailer agreed to the capital requirements; or
(C) The change by the retailer does not result in a change of the controlling interest in the executive management or board of directors, or of any guarantors of the retailer.
(f) If a supplier does not accept a sale, transfer or assignment, the supplier shall provide written notice of the supplier’s objection and specific reasons for withholding consent.
(g) Notwithstanding subsection (1)(f) of this section, a retailer may not sell, transfer or assign the retailer’s interest or power of management or control without the written consent of the supplier.
(h) Subsection (1)(j) of this section does not apply if the retailer and supplier agreed to rights of succession.
(i) Notwithstanding subsection (1)(f), (h), (i) and (j) of this section, a supplier may withhold consent to a transfer of interest in a retailer if, with due regard to regional market conditions and distribution economies, the retailer’s area of responsibility or trade does not afford sufficient sales potential to reasonably support a retailer. [Formerly 646.447]
Section: Previous 646A.288 646A.290 646A.300 646A.302 646A.304 646A.306 646A.308 646A.310 646A.312 646A.314 646A.316 646A.318 646A.320 646A.322 646A.325 NextLast modified: August 7, 2008