Dealer Sales Document

DEALER SALES DOCUMENT

Recitals

WHEREAS, Dealer Name: is engaged in the business of selling goods and vehicles specified below; and

WHEREAS, Buyer Name: desires to purchase and Dealer desires to sell certain goods under the terms set forth in this Dealer Sales Document (the Agreement); and

WHEREAS, the parties agree that this Agreement shall become effective as of Effective Date: and shall govern the sale, delivery, payment and related obligations described herein.

Description of Goods

The Dealer agrees to sell, and the Buyer agrees to purchase, the following goods (collectively, the Goods). Each item to be described with sufficient detail including make, model, year, VIN/serial number where applicable.

Scope of Work

The Dealer shall perform the following obligations in connection with the sale and transfer of the Goods. These obligations include preparation for delivery, applicable pre-sale inspections, repairs expressly agreed between the parties, and provision of documentation necessary to transfer title and registration.

Payment Terms

Total Purchase Price: $ . Buyer shall pay to Dealer the purchase price in accordance with the schedule below.

Late Fee: assessed on overdue amounts after the balance due date. Interest shall accrue on overdue sums at the stated late fee rate or at the maximum rate permitted by applicable law, whichever is lower.

Taxes and Fees: Buyer shall be responsible for sales taxes, titling, registration, licensing, and any other governmental fees associated with transfer of the Goods unless otherwise specified in writing.

Delivery and Acceptance

Delivery Terms: Delivery Location: . Delivery shall be made on or before Delivery Date: .

Acceptance: Buyer shall have a period of seven (7) business days from delivery to inspect the Goods and notify Dealer in writing of any nonconformity. Absent timely written notice, the Goods shall be deemed accepted.

Term and Termination

Term Start Date: . Term End Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within Notice Period (days): days after receipt of written notice. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

Effect of Termination: Upon termination, Buyer shall pay for all Goods delivered and services performed through the effective date of termination. Dealer may retain any non-refundable deposit as liquidated damages to the extent permitted by law.

Confidentiality

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or other information disclosed in written, electronic or oral form and marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The obligations of confidentiality do not apply to information that is or becomes public without breach, is independently developed, or is required to be disclosed by law (subject to prior notice where permitted).

Representations, Warranties and Disclaimers

Dealer represents that it has good and marketable title to the Goods and that, to Dealer's knowledge, the Goods are free of liens and encumbrances except as disclosed in writing. Dealer warrants that it will convey title in accordance with applicable law. OTHER THAN THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, THE GOODS ARE PROVIDED "AS IS" AND DEALER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of Liability

Except for liability resulting from gross negligence or willful misconduct, neither party shall be liable for special, incidental, consequential or punitive damages arising out of this Agreement. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the amounts paid by Buyer to Dealer under this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by the exclusive jurisdiction of the courts located within that state, except where the parties agree in writing to arbitration.

Entire Agreement

This Agreement, including any attachments, exhibits and written amendments signed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Dealer may assign to an affiliated entity or to a purchaser of substantially all of Dealer's assets without Buyer consent. Notices shall be in writing and delivered as agreed by the parties.

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