12. ACQUISITION, DELIVERY, AND INVENTORY OF MAZDA PRODUCTS.
A. ACQUISITION OF MAZDA PRODUCTS. Dealer has the right to order and purchase Mazda Products, as
specified in the Product Addendum, from Mazda or other Mazda Dealers in accordance with the terms of the
Agreement and such other requirements as may be established by Mazda from time to time. Dealer agrees to
purchase such new Mazda Products meeting all applicable state and federal specifications and requirements, only
from Mazda or other Mazda Dealers licensed in the United States.
Except as Dealer may indicate to the contrary, Dealer warrants that all Mazda Products purchased from Mazda
or other Mazda Dealers, except those used in Dealer's Business, or by Dealer personally, shall be purchased only
for retail sale or lease in the regular course of Dealer's Business. Dealer has furnished and agrees to furnish to
Mazda all applicable retail certificates relating to retail transactions, in the form required by law.
B. AVAILABILITY AND ALLOCATION OF PRODUCT. Mazda agrees to use its best efforts to provide
such Mazda Products as stated above to Dealer in such quantities and types as Dealer may require in order to
fulfill Dealer's obligations for the sale and servicing of Mazda Products under this Agreement. However, Dealer
and Mazda acknowledge that Mazda's supply of Mazda Products can vary from time to time for many reasons
and that to maintain an effective distribution system, it may be necessary for Mazda to allocate its supply of
Mazda Products among Mazda Dealers. Mazda shall endeavor to allocate Mazda Products among its dealers in
a fair and equitable manner, utilizing uniform methods of allocation which take into consideration such factors as
are reasonably relevant. Mazda agrees to provide Dealer with an explanation of the method used to distribute
such products upon written request, and will advise Dealer of Mazda's total wholesale sales of Mazda Vehicles,
by series, in Dealer's