Client Addendum

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Client Addendum

This Addendum accompanies and provides additional terms to the Concours by Appointment LLC (“CBA”) Terms of Use. It governs your relationship with CBA for locating, buying or selling a motor vehicle. Subject to the terms and conditions of this Addendum you are engaging CBA to provide the services set forth below.


Vehicle Location Services

We will facilitate the locating of vehicles pursuant to the following terms and conditions:

1. You appoint CBA as your non-exclusive agent to locate vehicles, with the intent to purchase, based upon identity information (such as a NHTSA Vehicle Identification Number or a CBA Vehicle Identification Number) that you provide.

2. If a vehicle is located all information regarding the vehicle, including but not limited to, its current location and its current owner, are the sole property of CBA and will only be shared with you subject to the terms and conditions of this addendum.

3. Location of a vehicle is best efforts. CBA makes no guarantee that any vehicle can be located. If a vehicle is located there is no guarantee that the vehicles owner will be interested in selling the vehicle on terms or conditions satisfactory to you or at all. CBA makes no representation or warranty as regards the success of any vehicle location effort.

4. CBA may suspend or cancel the search for a specific vehicle at any time if, in its sole opinion, the search effort will not result in a successful location.

5. You agree to notify CBA if you are no longer interested in locating a specific vehicle.

6. You understand and agree that If you have paid a fee for vehicle location services for one or more vehicles and you cancel the search on a specific vehicle, or In the event that CBA suspends or cancels a search for a specific vehicle, you shall receive no refund.


Vehicle Purchase Services

We will facilitate the acquisition of vehicles from their owners (“Sellers”) pursuant to the following terms and conditions:

1. You appoint CBA as your non-exclusive agent to purchase vehicles. Prior to the lodging of the commission with CBA, as provided for below, CBA grants you no exclusive right to purchase any vehicle.

2. You shall receive information on vehicles upon which to make a determination as to whether to purchase a particular vehicle. In no event shall you be obligated to purchase a vehicle.

3. CBA shall arrange for and forward to you reasonable and customary documentation on a vehicle to assess a vehicle’s condition, value and ownership. Documentation shall be redacted to remove Seller information and the Vehicle Identification Number. You shall receive information on the vehicle satisfactory to you upon which to make a determination as to whether to purchase the vehicle.

4. CBA shall negotiate a purchase price for the vehicle agreeable to you. Once a purchase price is agreed to by you and the Seller you shall transfer to CBA the buyer’s commission set forth in a ‘Buyer Agency Agreement’ which shall be entered into between you and CBA. The commission shall be held in trust by CBA pending receipt by you of the vehicle’s title fully executed, transferable, unencumbered and free of all liens.

5. Once you have submitted the commission to CBA you may request third party inspections of the vehicle at a Seller designated location which shall be arranged by CBA and paid for by you and CBA shall arrange an in person viewing of the vehicle for you also at a Seller designated location.

6. Subject to your satisfaction with the vehicle you shall transfer purchase price monies to CBA to be held in trust for payment to the Seller and any vehicle lien holders. CBA obtain the fully executed vehicle title and a bill of sale from the Seller prior to the transfer of purchase price monies to Seller.

7. At such time as the purchase funds are transferred to the Seller the commission shall be fully earned by CBA and nonrefundable. At any time prior to the transfer of purchase funds you may notify CBA that you no longer wish to complete the purchase transaction, for any reason whatsoever, in which event CBA shall return to you in full any commission lodged with CBA.

8. In addition to the foregoing other terms and conditions will apply which are to be set forth in the Buyer Agency Agreement.


Vehicle Sales Services

We will facilitate the sale of a vehicle owned by you to third parties (“Buyers”) pursuant to the following terms and conditions:

1. You appoint CBA as your non-exclusive agent to market your vehicle to prospective Buyers. You grant CBA the exclusive right to market your vehicle over the public internet for a period of ninety (90) days from the date of your submission of the vehicle to CBA for market listing.

2. In no event shall you be obligated to sell a Vehicle except as provided for in a ‘Seller Agency Agreement’ which will be entered into between you and CBA.

3. You represent and warrant that you have good ownership title to your vehicle or can deliver the same upon the removal of any liens or encumbrances. CBA may request ownership validation documentation in order to undertake the marketing of your vehicle.

4. You shall provide CBA with a) electronic copies of your vehicle’s title, and b) (i) current digital photographs of vehicle so as to reasonably document its appearance and condition, and (ii) electronic copies of any dealer invoices, MSRP stickers, certificates of authenticity or other documents setting forth the vehicle’s authenticity and build specification, and (iii) any other documentation that CBA may reasonably request demonstrating the provenance, completeness or condition of the vehicle. You represent and warrant that the documentation shall be complete and accurate and that you shall fully disclose all known history of vehicle from new including, but not limited to, mechanical or accident repairs or paint work of any kind. You authorize CBA to share with Buyers all such documentation redacted to remove your name, address, the VIN and any information which CBA believes may identify the vehicle’s or your identity.

5. CBA shall negotiate a purchase price for your vehicle agreeable to you. Once a purchase price is agreed to between you and a Buyer CBA shall enter into an agreement with Buyer which sets forth the purchase price and CBA will notify you of the same upon which event a) you authorize CBA to forward unredacted documentation to Buyer, and b) you shall reasonably cooperate to facilitate a pre-purchase inspection of the vehicle and an in person viewing of vehicle, by Buyer, at your location or a licensed repair facility of your choosing. Any inspection shall be at the sole expense of Buyer.

6. Subject to Buyer’s sole satisfaction with the vehicle, the documentation and any inspections, CBA shall instruct the Buyer to transfer the purchase price monies to CBA’s trust account.

7. At such time as CBA has received the purchase price monies, CBA shall provide you with documentation satisfactory to you of such occurrence, and you shall a) deliver in the name of Buyer, to CBA, the fully executed, transferable, unencumbered title or a copy of instructions to lien holds requesting the same, and b) a bill of sale executed in the name of Buyer, which includes the purchase price, (collectively the “Closing Documents”). Upon receipt of the Closing Documents, CBA shall electronically share the same with Buyer and upon receipt of Buyer’s written acknowledgement that the Closing Documents are satisfactory CBA shall forward the purchase price monies a) to lien holders, if any, in amounts necessary to satisfy the release of such liens, and b) to you, all remaining monies not forwarded to lien holders less the seller’s commission set forth in a ‘Seller Agency Agreement’. In the event that CBA has received the Closing Documents and there is no transfer of purchase price monies to you CBA shall promptly return the Closing Documents to you.

8. Subsequent to your receipt of the net purchase price monies you shall a) arrange with Buyer to take delivery of the vehicle at your location accompanied by all documentation, parts and accessories, and b) fully cooperate with CBA and Buyer to effect the final transfer to Buyer of title and any vehicle warranty or CPO.

9. In addition to the foregoing other terms and conditions will apply which are to set forth in the Seller Agency Agreement.


Commissions

Depending upon the nature of the transaction we assess the seller, the buyer or both on the gross amount of the sale or total transaction value at the close.

Our current fee structure (updated January 1, 2019) is as follows:

1. For located vehicles buyers are assessed 2.5% to 5% with a $5,000 minimum and sellers are assessed 2.5% with no minimum.

2. For listed vehicles buyers are assessed 2.5% to 5% with no minimum and sellers are assessed 2.5% with a $5,000 minimum.

3. In no case does the combined commission exceed 7.5% with a $5,000 minimum.


This Agreement was last modified on January 1, 2019.

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