(

a) Except as provided in this section, upon a lawful termination or nonrenewal of a franchisee, the franchisor shall purchase from the franchisee, at the value of price paid, minus depreciation, all inventory, supplies, equipment, fixtures, and furnishings purchased or paid for under the terms of the franchise agreement or any ancillary or collateral agreement by the franchisee to the franchisor or its approved suppliers and sources, that are, at the time of the notice of termination or nonrenewal, in the possession of the franchisee or used by the franchisee in the franchise business.

The franchisor shall have the right to receive clear title to and possession of all items purchased from the franchisee under this section. (

b) This

section shall not require the franchisor to purchase any personalized items, inventory, supplies, equipment, fixtures, or furnishings not reasonably required to conduct the operation of the franchise business in accordance with the franchise agreement or any ancillary or collateral agreement or to which the franchisee, at the cessation of operation of the franchise business by the franchisee, cannot lawfully, or does not, grant the franchisor clear title and possession upon the franchisor’s payment to the franchisee for the inventory, supplies, equipment, fixtures, or furnishings. (

c) This

section shall not apply when the franchisee declines a bona fide offer of renewal from the franchisor. (

d) This

section shall not apply if the franchisor does not prevent the franchisee from retaining control of the principal place of the franchise business. (

e) This

section shall not apply to any termination or nonrenewal of a franchise due to a publicly announced and nondiscriminatory decision by the franchisor to completely withdraw from all franchise activity within the relevant geographic market area in which the franchise is located. For the purpose of this

section “relevant geographic market area” shall have the same meaning as in

Section 20999. (

f) This

section shall not apply if the franchisor and franchisee mutually agree in writing to terminate or not renew the franchise. (

g) This

section shall not apply to any inventory, supplies, equipment, fixtures, or furnishings that are sold by the franchisee between the date of the notice of termination or nonrenewal, and the cessation of operation of the franchise business, by the franchisee, pursuant to the termination or nonrenewal. (

h) Upon the termination or nonrenewal of a franchise, a franchisor may offset against the amounts owed to a franchisee under this

section any amounts owed by the franchisee to the franchisor, provided the franchisee agrees to the amount owed or the franchisor has received a final adjudication of any amounts owed.