Dealership Sales Agreement

DEALERSHIP SALES AGREEMENT

This Dealership Sales Agreement (the "Agreement") is made effective as of by and between Dealer Name: Dealer Address: (hereinafter "Dealer"), and Buyer Name: Buyer Address: (hereinafter "Buyer"). Dealer and Buyer are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Dealer is engaged in the business of selling motor vehicles and holds title or authority to convey title to the vehicle(s) described in this Agreement; and

WHEREAS, Buyer desires to purchase from Dealer, and Dealer desires to sell to Buyer, the vehicle(s) identified below subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to fix the terms of sale, the transfer of title, allocations of risk, and remedies for breach.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. VEHICLE DESCRIPTION

The subject of this sale is the motor vehicle described below (the "Vehicle"). Year: Make: Model: VIN:

2. PURCHASE PRICE AND PAYMENT

Purchase Price (total): $ Deposit (due on execution): $

Unless otherwise agreed in writing, the balance shall be paid in full prior to delivery and transfer of title. Any financing arrangement is the sole responsibility of Buyer unless otherwise stated in a separate written addendum executed by Dealer.

3. DELIVERY; TRANSFER OF TITLE AND RISK OF LOSS

Delivery Location:

Expected Delivery Date:

Title to the Vehicle shall pass to Buyer upon Dealer's receipt of the full Purchase Price and the delivery of properly endorsed title documents. Risk of loss or damage to the Vehicle shall transfer to Buyer upon physical delivery to Buyer at the Delivery Location, except where loss or damage results from Dealer's gross negligence or willful misconduct.

4. WARRANTIES AND DISCLAIMERS

Dealer warrants that, to the best of Dealer's knowledge, Dealer has good and marketable title to the Vehicle and the right to sell the Vehicle free of any undisclosed liens, except as expressly disclosed in writing to Buyer. Any express warranty provided by Dealer must be set forth in a separate written warranty document signed by Dealer.

EXCEPT FOR ANY EXPRESS WRITTEN WARRANTY GIVEN BY DEALER HEREIN, THE VEHICLE IS SOLD "AS IS" AND DEALER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES THAT BUYER HAS HAD THE OPPORTUNITY TO INSPECT THE VEHICLE PRIOR TO EXECUTION.

5. INSPECTION AND ACCEPTANCE

Buyer shall have the right to inspect the Vehicle prior to acceptance. Buyer must notify Dealer in writing of any nonconformity or defect discovered within days after delivery. Failure to provide timely written notice shall constitute irrevocable acceptance of the Vehicle by Buyer.

6. TAXES, REGISTRATION, AND FEES

Buyer shall be responsible for all sales, use, excise and other taxes, registration fees, title transfer fees, and any governmental charges arising from the sale and subsequent ownership of the Vehicle, unless otherwise agreed in writing. Dealer may collect such amounts at closing and shall provide Buyer with receipts for amounts collected.

7. ODOMETER AND TITLE CERTIFICATION

Dealer certifies that the odometer reading set forth in this Agreement is, to Dealer's knowledge, the actual mileage of the Vehicle unless otherwise indicated. Dealer agrees to execute such documents as are necessary to transfer title and complete odometer disclosure in accordance with applicable law.

8. DEFAULT; REMEDIES

If Buyer fails to make any payment when due or otherwise breaches this Agreement, Dealer may, after providing any required cure period, retain the deposit as liquidated damages or pursue any other remedy available at law or in equity, including specific performance. If Dealer fails to deliver the Vehicle or breaches this Agreement, Buyer may seek specific performance, rescission, or damages. The Parties agree that recovery of damages shall be subject to the limitations and procedures set forth in this Agreement.

9. INDEMNIFICATION; INSURANCE

Buyer shall indemnify, defend and hold Dealer harmless from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Buyer's use, operation or possession of the Vehicle after delivery. Buyer shall obtain and maintain insurance on the Vehicle from the time of delivery as required by law.

10. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a Party may designate by written notice). Notices shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by overnight courier.

11. CONFIDENTIALITY

Except as required by law, neither Party shall disclose the non-public terms of this Agreement or confidential information of the other Party without the other Party's prior written consent; provided, however, that disclosure to advisors or as required to effectuate the transfer of title or to comply with tax or regulatory requirements is permitted.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county where Dealer's principal place of business is located for any dispute arising out of or related to this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement, together with any documents expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver.

14. MISCELLANEOUS

The Parties acknowledge that they have read and understand this Agreement and that they have had the opportunity to seek independent legal counsel. Headings in this Agreement are for convenience only and shall not affect interpretation.

Additional terms or special conditions:

Execution of this Agreement may be effected in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

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