Ohio § 1353.02

§ 1353.02.

(A) If a dealer enters into a dealer agreement with a supplier that is evidenced by a

written or implied contract, sales agreement, or security agreement in which the dealer

agrees to maintain an inventory, and the dealer agreement is subsequently terminated

by the supplier in violation of section 1353.06 of the Revised Code or of the terms of the dealer agreement or because of the merger or consolidation

of the supplier with or into another corporation, the supplier shall repurchase the

inventory of the dealer in accordance with this chapter.  The dealer may choose to keep the inventory if the dealer has a contractual right

to do so. (B) Except as provided in division (D) of this section, the supplier shall repurchase

inventory previously purchased from the supplier and held by the dealer at the time

the dealer agreement was terminated.  The supplier shall pay eighty-five per cent of the current net price for all used

special service tools in good condition.  The supplier shall pay the average “as-is” value shown in current industry guides

for each component of a rental fleet of farm machinery or construction equipment that

is owned by the dealer or financed by the supplier or its finance subsidiary, provided

that the component was purchased from the supplier not more than thirty months prior

to the date of termination of the dealer agreement.  The supplier shall pay the net cost for all other new, unused, and undamaged inventory,

except that the supplier shall repurchase at its fair market value any data processing

hardware that the supplier required the dealer to purchase to satisfy the minimum

requirements of the dealer agreement or shall assume any computer hardware lease responsibilities

of the dealer when the supplier required the dealer to lease the hardware from a specific

supplier.  The supplier may handle, pack, and load all new, unused, and undamaged repair parts

and special service tools or pay five per cent of the current net price of the parts

and tools to cover the cost of handling, packing, and loading.  The dealer shall pay the freight charges for shipping repurchased inventory to the

supplier's nearest warehouse or to another mutually agreeable site.  The supplier may furnish a representative to inspect all parts and to certify their

acceptability when packed for shipment.  The supplier may set off against the repurchase amount debts owed by the dealer

to the supplier at the time of repurchase, except the supplier may not set off debts

disputed by the dealer in good faith. (C) The supplier shall tender payment of the repurchase amount less any allowable set-off

to the dealer within ninety days after the supplier receives the inventory.  If the supplier fails to pay the repurchase amount to the dealer within ninety days

after receipt of the inventory, the supplier shall pay interest on the current net

price of the inventory computed at the interest rate established pursuant to division (A) of section 1343.03 of the Revised Code from the ninety-first day after receipt of the inventory.  Upon payment of the repurchase amount to the dealer, the title and right of possession

to the repurchased inventory shall transfer to the supplier. (D) Division (B) of this section does not require a supplier to repurchase any of the

following: (1) Any repair part that has a limited storage life or shows evidence of deterioration; (2) Any single repair part priced as, or only sold as, a part of a set of two or more

items; (3) Any repair part in such condition as not to be resaleable as a new part, and repair

parts in damaged or broken packages; (4) Inventory for which the dealer cannot furnish evidence, satisfactory to the supplier,

of title free and clear of all claims, liens, and encumbrances; (5) Inventory that the dealer chooses to keep and has a contractual right to keep; (6) Inventory that is not in new, unused, undamaged, complete, and saleable condition; (7) Special service tools not in good condition or not currently available on a new basis; (8) Inventory purchased thirty or more months prior to notice of termination of the dealer

agreement; (9) Inventory ordered by the dealer on or after notice of termination of the dealer agreement; (10) Inventory acquired by the dealer from a source other than the supplier.