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Vehicle Dealer Agreement

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VEHICLE DEALER AGREEMENT

This Vehicle Dealer Agreement ("Agreement") is made effective as of by and between Dealer Name: with principal place of business at Dealer Address: and Manufacturer/Principal Name: with principal place of business at Manufacturer Address: .

RECITALS

WHEREAS, Manufacturer develops, manufactures and distributes certain motor vehicles and related products described as Vehicle Models/Lines: ; and

WHEREAS, Dealer desires to purchase, market and sell such vehicles within the Territory: subject to the terms set forth herein; and

WHEREAS, Manufacturer desires to appoint Dealer as an authorized dealer on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. APPOINTMENT; SCOPE

1.1 Appointment. Manufacturer hereby grants Dealer the non-exclusive/ exclusive Exclusive Non-Exclusive right to purchase, display, advertise and sell the vehicles described in Section 1.2 within the Territory for the Term defined in Section 2, subject to the terms and conditions of this Agreement.

1.2 Products. The products covered by this Agreement shall be the vehicle models, parts and accessories specified by Manufacturer as eligible for distribution to Dealer: .

2. TERM

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of years unless earlier terminated in accordance with Section 14. Thereafter the Agreement shall automatically renew for successive one-year periods not renew unless the parties execute a written extension.

3. DEALER OBLIGATIONS

3.1 Standards of Conduct. Dealer shall maintain adequate sales and service facilities, competent personnel, sufficient inventory, and comply with Manufacturer's published standards and reasonable directives. Dealer shall at all times conduct business in a manner that preserves Manufacturer's reputation for quality and reliability.

3.2 Sales Practices. Dealer shall sell vehicles at prices determined by Dealer, subject to any Manufacturer-mandated minimum advertised pricing or bona fide retail policies disclosed in writing. Dealer shall not engage in false, deceptive, or illegal advertising or sales practices.

4. MANUFACTURER OBLIGATIONS

4.1 Supply. Manufacturer shall use commercially reasonable efforts to supply Dealer with vehicles and parts in accordance with Dealer's orders and Manufacturer's production schedules. Manufacturer does not warrant availability of any model beyond reasonable lead times and announced production plans.

4.2 Support. Manufacturer shall provide Dealer with reasonable training, technical documentation, warranty materials, and marketing support as determined in Manufacturer's dealer program policies and bulletins.

5. PRICING, PAYMENT AND RETURNS

5.1 Pricing. Manufacturer shall supply Dealer with a dealer price list setting forth Manufacturer's suggested dealer wholesale prices, standard discounts, and freight terms. Dealer acknowledges prices may be adjusted upon seven (7) days' notice in writing.

5.2 Payment Terms. Unless otherwise agreed in writing, Dealer shall pay Manufacturer according to the invoice terms: net days from invoice. Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5.3 Returns and Credits. Returns of new vehicles shall be governed by Manufacturer's written return policy. Credits for defective parts or warranty repairs shall be issued in accordance with Manufacturer's claim procedures and subject to audit.

6. DELIVERY; TITLE; RISK OF LOSS

6.1 Delivery Terms. Unless otherwise specified in writing, delivery shall be FCA Manufacturer's designated facility. Title and risk of loss for vehicles transfer to Dealer upon delivery to the carrier at Manufacturer's shipping point, unless Manufacturer and Dealer agree in writing to alternate terms.

7. WARRANTY; REPAIRS; RECALLS

7.1 Manufacturer Warranty. Manufacturer warrants to end purchasers that vehicles will be free from defects in materials and workmanship for the warranty period published by Manufacturer. Dealer shall perform warranty repairs in accordance with Manufacturer's published procedures and submit claims for reimbursement.

7.2 Recalls. Manufacturer shall be responsible for notification and remedy of safety-related recalls. Dealer shall cooperate in effectuating recall campaigns and shall follow Manufacturer's instructions regarding notification, repair and recordkeeping.

8. ADVERTISING AND TRADEMARKS

8.1 Use of Marks. Dealer is authorized to use Manufacturer's trademarks and promotional materials solely as provided under Manufacturer's dealer marketing guidelines. All uses shall comply with Manufacturer's trademark standards and shall inure to Manufacturer's benefit.

8.2 Advertising. Dealer shall obtain Manufacturer's prior written approval for exterior signage and any advertising that uses Manufacturer's marks or suggests Manufacturer endorsement beyond normal reseller relationship.

9. INSURANCE; LICENSES

9.1 Insurance. Dealer shall at all times maintain commercial general liability, garage keeper's, motor vehicle liability and property insurance in amounts customary in the industry and reasonably acceptable to Manufacturer, naming Manufacturer as an additional insured where applicable.

9.2 Licenses and Permits. Dealer shall obtain and maintain all licenses, permits and registrations required to lawfully sell and service vehicles in the Territory and shall comply with all laws and regulations applicable to its business.

10. CONFIDENTIALITY

10.1 Confidential Information. Each party shall keep confidential all technical and business information disclosed by the other party and designated as confidential or that reasonably should be understood to be confidential, including pricing, marketing plans, and proprietary specifications. Confidential information shall not include information that is public or independently developed without reference to the other party's confidential information.

11. INDEMNIFICATION; LIMITATION OF LIABILITY

11.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct or breach of this Agreement.

11.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, bodily injury, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability shall not exceed the total amounts paid by Dealer to Manufacturer under this Agreement during the preceding twelve (12) months.

12. RECORDS; AUDIT

Dealer shall maintain accurate books and records relating to sales, inventories, warranty repairs and advertising for a period of not less than three (3) years. Manufacturer shall have the right, upon reasonable notice and during normal business hours, to audit such records to verify compliance with this Agreement; any material overpayment discovered shall be promptly reimbursed by the party in receipt.

13. ASSIGNMENT

Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that Manufacturer may assign to an affiliate or successor in interest upon notice to Dealer.

14. TERMINATION

14.1 For Cause. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach, or immediately for insolvency or bankruptcy of the other party.

14.2 For Convenience. Manufacturer may terminate this Agreement for convenience upon ninety (90) days' prior written notice. Dealer may terminate for convenience only upon mutual written agreement.

14.3 Effect of Termination. Upon termination Dealer shall immediately cease representing itself as an authorized dealer of Manufacturer and shall, at Manufacturer's option, return unsold inventory in accordance with Manufacturer's return policy. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and confidentiality obligations which survive.

15. NOTICES

Notices under this Agreement shall be in writing and delivered by hand, reputable overnight courier, or certified mail, return receipt requested, to the addresses set forth in the opening paragraph or to such other address as either party designates by notice to the other.

16. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one instrument.

17. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to submit disputes to binding arbitration in the county of , and judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

18. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any schedules, exhibits and written dealer policies expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. MISCELLANEOUS

19.1 Compliance with Laws. Each party shall comply with all applicable laws, regulations and industry standards in performing its obligations under this Agreement.

SIGNATURES

Dealer Printed Name:

By:

Date:

Manufacturer Printed Name:

By:

Date:

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What a Vehicle Dealer Agreement Is and when it applies

A Vehicle Dealer Agreement is a written contract that defines the relationship, obligations, and commercial terms between a vehicle dealer and another party such as an individual buyer, a fleet purchaser, or a consignor. Typical terms include purchase price, trade-in treatment, financing or payment schedule, delivery and inspection conditions, title transfer responsibilities, and warranties or disclaimers. The agreement documents who will handle title and registration, which party bears tax and fee obligations, and any conditional terms for acceptance or return of the vehicle. Parties use it to create a clear, enforceable record of the sale or consignment.

Why a clear Vehicle Dealer Agreement matters

A properly drafted Vehicle Dealer Agreement reduces disputes, clarifies title and registration responsibilities, protects against state compliance issues, and documents payment and delivery terms that affect tax and consumer protection obligations.

Why a clear Vehicle Dealer Agreement matters

Who typically completes a Vehicle Dealer Agreement

The agreement is completed by parties involved in the transaction and by staff who process titles, payments, or consignments.

  • Franchise and independent dealerships responsible for retail sales and trade-ins, often completing dealer-side fields and disclosures.
  • Financing departments and lenders that require contract terms, lien placement, and payment schedules documented for funding.
  • Individual buyers or fleet purchasers who confirm personal or business details, acceptance terms, and delivery instructions.

Accurate completion is important for downstream filings with state motor vehicle agencies, finance companies, and insurers; errors can delay title transfer or trigger penalties.

Signatory roles and delegated authority

Dealership Representative

General manager or authorized sales agent. Signs on behalf of the dealer using delegated authority documented in dealership corporate resolution or written authorization; responsible for accurate dealer information and disclosures.

Buyer or Authorized Signer

Individual purchaser or company officer who signs for the buyer. Must match identification on the buyer application and provide consent for title transfer, financing, and any electronic disclosures.

Step-by-step: completing a Vehicle Dealer Agreement

Follow these steps to populate the agreement accurately, avoid common errors, and prepare for title and registration processing.

  • 01
    Enter parties: Complete full legal names for dealer and buyer; match government ID.
  • 02
    Vehicle details: Provide VIN, year, make, model, and odometer reading.
  • 03
    Price & payment: Record sale price, taxes, fees, and payment timetable.
  • 04
    Signatures: Obtain signatures from authorized dealer rep and buyer with dates.

How to configure an online Vehicle Dealer Agreement workflow

Simple workflow settings ensure the document routes to the right parties, captures required fields, and triggers title or financing steps.

Field Configuration
Signing Order Sequential: dealer then buyer
Authentication Email OTP or SMS code for buyer
Required Fields VIN, buyer name, sale price, odometer
Notifications Auto-send completed copy to dealer and buyer

Technical considerations for electronic completion

Confirm the eSignature platform supports required fields, audit trails, and optional notarization for your jurisdiction.

  • File formats: PDF and DOCX supported
  • Integrations: CRM and DMS connectors
  • Authentication: Email, SMS, or KBA

Choose a platform that preserves a tamper-evident audit trail, provides signer attribution, and supports remote notarization if your state and transaction require it for title or lien documents.

Typical digital signing flow for dealer agreements

A standard e-signing flow reduces friction and creates a verifiable record for title and finance partners.

  • Upload document: Dealer uploads completed template to signing platform
  • Place fields: Assign signature, date, and required fields
  • Send to signers: Send email or link to buyer and other parties
  • Complete and archive: Platform captures audit trail and stores PDF

Core elements to include in a professional Vehicle Dealer Agreement

A complete agreement balances commercial terms with statutory disclosures to protect buyer, dealer, and any financing party.

Parties

Full legal names and contact information for dealer, buyer, and any third-party lienholder; clarity here avoids title transfer disputes and lender processing delays.

Vehicle Description

VIN, year, make, model, color, and odometer reading so DMV filings and vehicle history records match across systems.

Price and Payments

Total sale price, trade-in credit, deposits, taxes, fees, and a payment schedule with dates and accepted payment methods.

Title and Registration

Specify who will apply for title registration, who pays fees and taxes, and how lienholder information will be recorded and transferred.

Warranties and Disclaimers

State any express warranties, dealer-certified inspections, or 'as-is' clauses along with consumer protection disclosures required by state law.

Default and Remedies

Define events of default, repossession rights, cure periods, and allocation of repossession or storage costs to protect both parties and any financier.

Essential data points and secure handling

Buyer ID: Driver license number
VIN: Vehicle identification number
Odometer: Numeric reading
Sale Price: Dollar amount
Lienholder: Name and address
Signatures: Signed and dated

Common mistakes dealers and buyers should avoid

  • Entering an incorrect VIN or transposing characters; even one error will cause title processing delays and potential lender rejection.
  • Using informal or inconsistent party names that differ from government ID or lender records, creating obstacles for registration.
  • Failing to disclose required state consumer protections or warranty information, which can lead to regulatory penalties or rescission rights.
  • Omitting lienholder details when financing is used, resulting in incorrect lien recording and potential repossession disputes.

Potential penalties and legal risks from incorrect agreements

Title Delays: Registration hold
Financial Penalties: Late fees or fines
Tax Exposure: Unpaid sales tax liability
Contract Voidance: Rescission risk
Consumer Claims: Lawsuits or arbitration
Reputational Risk: Dealer license jeopardy

Key timing and filing expectations

Certain steps must be completed promptly to comply with DMV, tax, and lender timelines and to avoid penalties.

Title Submission Window:

Submit title application within state-prescribed period to avoid late fees

Odometer Statement Deadline:

Provide odometer disclosure at time of sale to meet federal and state rules

Lien Recording:

Record lien promptly after financing to protect lender priority

Sales Tax Remittance:

Remit collected sales tax by state reporting deadlines

Document Retention:

Retain copies per federal and state retention schedules

eSignature vendor comparison relevant to Vehicle Dealer Agreements

Compare typical vendor pricing and capabilities for executing dealer agreements electronically; signNow appears first for clarity.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day free trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Illustrative scenarios for Vehicle Dealer Agreement use

Real-world examples show how dealer agreements function across common transaction types.

Retail Sale with Trade-In

A local dealer documents a trade-in, captures VIN and odometer, and notes a trade allowance

  • Buyer finances through a bank
  • The agreement records lienholder instructions and allocates tax and title responsibilities to the dealer to ensure timely title transfer and lender placement.

Fleet Purchase with Lien

A corporate buyer purchases multiple vehicles with financing and a master lien

  • The dealer lists each VIN and payment terms
  • The contract includes lender contact details and delivery acceptance criteria, enabling smooth registration and fleet onboarding without individual delays.

Frequently asked questions about Vehicle Dealer Agreements

Answers to common questions on electronic signing, notarization, cancellations, and DMV submission for dealer agreements.


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