Okla. Stat. tit. 15, § 15-246

A. Whenever any dealer enters into a dealer agreement with a

supplier and either the supplier or the dealer desires to terminate,

or otherwise discontinue the dealer agreement, the supplier shall

pay to the dealer or credit to the dealer’s account, if the dealer

has outstanding any sums owing the supplier, unless the dealer

should desire to keep such equipment or repair parts:

1. A sum equal to one hundred percent (100%) of the net

equipment cost of all new, unsold, undamaged equipment, less a

downward adjustment for such equipment between twenty-four (24)

Oklahoma Statutes - Title 15. Contracts Page 83

months and thirty-six (36) months old that reflects a reasonable

allowance for refurbishment and the price another dealer will pay

for such equipment, one hundred percent (100%) of the net equipment

cost of all unsold, undamaged demonstrators, less a downward

adjustment to reflect a reasonable allowance for refurbishment and

the price another dealer will pay for such equipment, and ninety

percent (90%) of the current net parts cost on new, unsold,

undamaged repair parts, that had previously been purchased from the

supplier and held by the dealer on the date that the dealer

agreement terminates or expires. Notwithstanding anything to the

contrary contained herein, demonstrators with less than fifty (50)

hours, for machines with hour meters, of use will be considered new,

unsold, undamaged equipment subject to repurchase under this

paragraph;

2. A sum equal to five percent (5%) of the current net parts

price of all repair parts returned to compensate the dealer for the

handling, packing and loading of such repair parts for return to the

supplier; provided, however, the five percent (5%) will not be paid

or credited to the dealer if the supplier elects to perform the

handling, packing and loading of the repair parts itself;

3. The fair market value of any specific data processing

hardware or software that the supplier required the dealer to

acquire or purchase to satisfy the requirements of the supplier,

including computer equipment required and approved by the supplier

to communicate with the supplier. Fair market value of property

subject to repurchase pursuant to this paragraph will be deemed to

be the acquisition cost thereof, including any shipping, handling

and set-up fees, less straight line depreciation of the acquisition

cost over three (3) years. If the dealer purchased data processing

hardware or software that exceeded the supplier’s minimum

requirements, the acquisition cost of the data processing hardware

or software will be deemed to be the acquisition cost of hardware or

software of similar quality that did not exceed the minimum

requirements of the supplier; or

4. A sum equal to seventy-five (75%) of the net cost, including

shipping, handling and set-up fees, of all specialized service or

repair tools previously purchased pursuant to requirements of the

supplier within fifteen (15) years prior to the date of the

applicable notification of termination of the dealer agreement. The

specialized service or repair tools must be unique to the supplier’s

product line and must be complete and in good operating condition.

B. Upon the payment or allowance of credit to the dealer’s

account of the sums required by this section, the title to all

inventory purchased hereunder shall pass to the supplier making such

payment, and the supplier shall be entitled to the possession of the

inventory. All payments or allowances of credit due dealers shall

be paid or credited within ninety (90) days after receipt by the

Oklahoma Statutes - Title 15. Contracts Page 84

supplier of property required to be repurchased hereunder. Any

payments or allowances of credit due dealers that are not paid

within the ninety-day period will accrue interest at the maximum

rate allowed by law. The supplier may withhold payments due under
credit due dealers shall

be paid or credited within ninety (90) days after receipt by the

Oklahoma Statutes - Title 15. Contracts Page 84

supplier of property required to be repurchased hereunder. Any

payments or allowances of credit due dealers that are not paid

within the ninety-day period will accrue interest at the maximum

rate allowed by law. The supplier may withhold payments due under

this subsection during the period of time in which the dealer fails

to comply with its contractual obligations to remove any signage

indicating that the dealer is an authorized dealer of the supplier.

C. If any supplier refuses to repurchase any inventory covered

under the provisions of the Fair Practices of Equipment

Manufacturers, Distributors, Wholesalers and Dealers Act after

termination or discontinuance of the dealer agreement, the supplier

will be civilly liable to the dealer for one hundred ten percent

(110%) of the amount that would have been due for the inventory if

the supplier had timely complied with this act, any freight charges

paid by the dealer, interest accrued, and the dealer’s actual costs

of any court or arbitration proceeding, including costs for attorney

fees and costs for arbitrators.

D. The supplier and dealer will each pay fifty percent (50%) of

the costs of freight, at truckload rates, to ship any equipment or

repair parts returned to the supplier pursuant to this act.

E. Notwithstanding any provision to the contrary in the Uniform

Commercial Code adopted by this state, the dealer will retain title

to and have a first and prior lien against all inventory returned by

the dealer to the supplier under the provisions of this act until

the dealer is paid all amounts owed by the supplier for the

repurchase of such inventory required under the provisions of this

act and the supplier shall hold the proceeds of such inventory in

trust for the benefit of the dealer.

F. The provisions of this section shall not be construed to

affect in any way any security interest which the supplier may have

in the inventory of the dealer, and any repurchase hereunder shall

not be subject to the provisions of the bulk sales law or to the

claims of any secured or unsecured creditors of the supplier or any

assignee of the supplier until such time as the dealer has received

full payment or credit, as applicable, due hereunder.

G. The provisions of this section shall not apply to a

specialty agricultural equipment supplier if the dealer terminates

the dealer agreement and such termination is without good reason. A

dealer has good reason to terminate the dealer agreement for any of

the following reasons:

1. The death or disability of a majority owner of a dealership;

2. The dealership terminates the dealer agreement and:

a. substantially all of the dealership assets or all

shares of stock of the dealership are sold to a new

owner, and

b. no owner of the terminated dealership continues to own

an interest in the continuing dealership;

Oklahoma Statutes - Title 15. Contracts Page 85

3. The filing of bankruptcy by or against the dealership which

has not been discharged within thirty (30) days after the filing,

the appointment of a receiver or assignment for the benefit of

creditors; or

4. The specialty agricultural equipment supplier:

a. abandons the market or withdraws from the market by no

longer selling to the dealer a type of equipment

previously sold to the dealer that constituted a

material part of the specialty agricultural equipment

sold by such supplier,

b. consistently sells product to the dealer that is

defective or breaches the implied warranty of

merchantability,

c. consistently fails to provide adequate product support

for the type and use of the product, which includes,

but is not limited to, technical assistance, operator

and repair manuals, and part lists and diagrams,

d. consistently fails to provide adequate training,
h supplier,

b. consistently sells product to the dealer that is

defective or breaches the implied warranty of

merchantability,

c. consistently fails to provide adequate product support

for the type and use of the product, which includes,

but is not limited to, technical assistance, operator

and repair manuals, and part lists and diagrams,

d. consistently fails to provide adequate training,

required by such supplier, for maintenance, repair, or

usage of such supplier’s product,

e. consistently fails to provide marketing and marketing

support for such supplier’s product and marketing is a

requirement of the dealer contract,

f. consistently fails to meet such supplier’s warranty

obligations to the dealer as required by contract or

law including obligations under the Fair Practices of

Equipment Manufacturers, Distributors, Wholesalers and

Dealers Act,

g. engaged in conduct that is injurious or detrimental to

the dealer’s customers, the public welfare or the

reputation of the dealer,

h. made material misrepresentations or falsification of

any record, or

i. breached the dealer agreement or a violated a

provision of the Fair Practices of Equipment

Manufacturers, Distributors, Wholesalers and Dealers

Act.

Nothing in this subsection shall be construed to limit a

specialty agricultural equipment supplier’s obligation to repurchase

a dealer’s inventory as provided in this section if such supplier

terminates or otherwise discontinues a dealer agreement.