CONDITIONS OF BUSINESS
1. The Seller (which includes any affiliated, successor, or designated companies) is the owner of the Motor Car(s) or Any Other Items and any and all accompaniments, including but not limited to Title(s) (defined below) documents, historical documents, certificates of authenticity, tools, or bags.
2. The Seller wishes to sell, assign, and transfer, and the Purchaser (which includes any affiliated, successor, or designated companies) wishes to purchase the Motor Car(s) or Any Other Items subject to the terms and conditions of these Conditions of Business (“Agreement”).
3. The Purchaser shall purchase the Motor Car(s) or Any Other Items for the agreed upon purchase price as outlined in the Bill of Sale (“Purchase Price”), contingent upon the Purchaser receiving the following:
3.1 Original title(s), registration documents, or any other type of ownership documents and/or government registrations (such as Purchase Agreements and Bills of Sale) that the applicable jurisdiction requires to register ownership to the Motor Car(s) or Any Other Items (“Title(s)”); and
3.2 Clean lien search report(s) (or similar encumbrance search, if available) on the Title(s).
4. The Purchaser shall immediately be allowed to take possession of the Motor Car(s) or Any Other Items upon complete payment of the Purchase Price.
5. The Seller agrees to execute and grant a Continuing Power of Attorney/Power of Agency wherein:
The Seller hereby constitutes and appoints the Purchaser, and any employee acting in their capacity as a representative of the Purchaser, to be the Seller’s lawful Attorney-in-Fact, for the sole purpose of facilitating the sale and transferring Title(s) for the Motor Car(s) or Any Other Items in accordance with this Agreement.
6. The Seller represents, warrants, and covenants to the Purchaser that:
6.1 The Seller is the absolute legal and beneficial owner of the Motor Car(s) or Any Other Items, with good and marketable Title(s), and is/are free and clear of any security agreements, other liens, charges, encumbrances, or rights of others;
6.2 The Seller is exclusively entitled to possess and dispose of the Motor Car(s) or Any Other Items;
6.3 The Seller has all necessary power, authority, and capacity to enter into this Agreement and to perform its obligations under this Agreement;
6.4 The Motor Car(s) or Any Other Items has/have its/their original factory-installed chassis, engine(s), transmission(s), body panel(s), and all major components that the Motor Car(s) or Any Other Items was/were delivered with when new;
6.4.1 If the Motor Car(s) or Any Other Items do(es) not conform to the above description, the Seller must provide a full accurate description of the Motor Car(s) or Any Other Items that is/are acceptable to the Purchaser.
6.5 This Agreement constitutes a valid and binding obligation of the Seller enforceable against it in accordance with its terms;
6.6 The Seller accepts sole responsibility and liability for any written statements (in any and all mediums) made by the Purchaser based upon information supplied by the Seller regarding the Motor Car(s) or Any Other Items; and
6.7 The Seller has not entered into any other written or oral agreement, option, understanding, commitment, or any right or privilege capable of becoming an agreement for the purchase from the Seller of the Motor Car(s) or Any Other Items.
7. The Seller acknowledges that the representations, warranties, and covenants listed above are material to the Agreement and have induced the Purchaser to enter into the Agreement. Therefore, breach of any of the representations, warranties, and covenants constitutes grounds for damages and rescission of the Agreement.
8. The Purchaser will use reasonable efforts to avoid cancellation/rescission; however, the Purchaser has the sole discretion to cancel/rescind the sale of the Motor Car(s) or Any Other Items and will not be liable to the Seller for any losses or damages resulting from the cancellation/rescission if the Purchaser believes the following events have occurred or have a reasonable probability of occurring:
8.1 The Purchaser opines that the Motor Car(s) or Any Other Items has/have been intentionally and materially misrepresented by the Seller;
8.2 The Purchaser opines that physical damage to the Motor Car(s) or Any Other Items, which cannot be sufficiently repaired prior to the sale, occurred after this Agreement was signed;
8.3 The Purchaser is served with a lawsuit from a third party in relation to the Motor Car(s) or Any Other Items;
8.4 The Purchaser faces significant reputational damages that would cause monetary damages for purchasing the Motor Car(s) or Any Other Items;
8.5 Material issues regarding the Title(s) that cannot be reasonably cured; or
8.6 Material issues regarding the provenance, merchantability, or authenticity of the Motor Car(s) or Any Other Items that cannot be reasonably cured.
9. The Seller shall indemnify and hold the Purchaser harmless from any and all losses, costs, damages, expenses, or liabilities, including and without limitation to court costs and attorney fees arising out of or in any way related to the Seller’s representations, warranties, and covenants.
10. If any term of this Agreement is invalid or unenforceable, that term shall be deemed modified or deleted, but only to the extent necessary to comply with the statute, regulation, ordinance, order, or rule, and the remaining provisions of this Agreement shall remain in full force and effect.
11. This Agreement may be executed in counterparts, each of which shall be deemed an original, and each of which together shall constitute one and the same instrument. A counterpart signature page of this Agreement executed by a party and transmitted electronically in either Tagged Image Format Files (TIFF) or Portable Document Format (PDF) shall be treated as an original, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment.
12. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Detroit, MI before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
13. This Agreement shall be interpreted in accordance with the laws of the State of Michigan.
14. This Agreement constitutes the entire agreement between the parties and, except as stated herein and in the instruments and documents to be executed and delivered, contains all the representations, conditions, and warranties of the respective parties.
15. This Agreement may not be amended or modified in any respect, except by written instrument signed by both parties.
