General

1. Application of Wholesale Express policies. Wholesale Express policies govern all of our auction activities and are implied terms and conditions of each agreement you enter into on the auction with Wholesale Express or with each Buyer or Seller. In doing business with Wholesale Express, you agree to abide by and be fully bound by the Wholesale Express policies.

2. Amendment. These Terms & Conditions may be modified at any time by Wholesale Express by posting the amendments on our website at www.wexpress.ca and www.wholesale-express.com. You will be notified of any changes to these Terms & Conditions by email or when you log into the Wholesale Express application. By using or accessing the Wholesale Express Services, you agree to be bound by the then-current Terms & Conditions.

3. Interpretative provisions.

  a) Arbitration: The dispute resolution process described in the “Arbitration” section of these Terms & Conditions.

  b) Auction: An auction process offered through the Wholesale Express application.

  c) Buyer: A Client who purchases or uses Wholesale Express services for the purpose of purchasing a vehicle.

  d) Client: Registered motor vehicle dealer, person, entity, company, partnership, association, corporation, limited liability company, trust, unincorporated organization, government agency or any other business entity or undertaking that does business with Wholesale Express. Any reference to “you” under these Terms & Conditions means the Client.

  e) Client Representative: The authorized representative of the Client and any person who has actual or apparent authority to act on behalf of the Client.

  f) Declaration: Mandatory disclosure of the Seller with respect to the description, condition and history of the vehicle as set out in the “Seller’s Disclosure Obligation” section of this Agreement.

  g) Inspection Report: A report that describes the physical or mechanical condition of a vehicle, including photos of the vehicle.

  h) Misrepresentation: A fact, gesture, statement, representation, or omission of the Client that, taking into account all the circumstances, affects the value of the vehicle, misleads or deceives Wholesale Express and/or another Client.

  i) Personal Information: Any information about an identifiable individual, as defined under the Personal Information Protection and Electronic Documents Act Information about an identifiable individual, S.C. 2000, c. 5. This information is confidential and, without exception, may not be disclosed without the consent of the person concerned.

  j) Pre-Authorized Debit: An arrangement whereby Client authorizes Wholesale Express to automatically debit Client’s bank account or pre-approved floor plan financing account for funds owed in respect of vehicle purchases and service charges owed to Wholesale Express.

  k) Reserve Price: The minimum price at which the vehicle can be sold, as determined by the vendor.

  l) Seller: a client who offers a vehicle for sale through Wholesale Express services.

  m) Vehicle: Automobile, truck, recreational vehicle, car, motorcycle, snowmobile, any vehicle designated to operate on the ground, boat, recreational vessel, machinery, and equipment.

  n) Vehicle History Report: CARFAX Vehicle History and/or Condition Report or other equivalent deemed acceptable by Wholesale Express.

  o) VIN: Vehicle Identification Number.

  p) Wholesale Express Arbitration Services: a service offered by Wholesale Express to resolve disputes between Buyers and Sellers.

  q) Wholesale Express Application: Application software, developed by Wholesale Express and owned by Wholesale Express for Wholesale Express online services, which can be downloaded to a mobile device (smartphone or tablet) via a download platform adapted to the operating system.

  r) Wholesale Express Policies – These Terms & Conditions, Service Agreement and Authorization of Business Pre-authorized Debits and any changes thereto.

  s) Wholesale Express Services: Wholesale Express Online Services offered through the websites www.wexpress.ca and www.wholesale-express.com and applicable mobile Wholesale Express, services and products inherent in the marketing of vehicles offered by Wholesale Express or through Wholesale Express, including but not limited to sale by auction or other means, the marketing, the transportation, the transit, the repairs of any kind, the window replacement, the vehicle refurbishment and the inspections of vehicles in addition to the Buyer’s Protection Program, the market analysis and Wholesale Express arbitration service.

  t) Wholesale Express Online Services: Wholesale Express online services and tools are available through www.wexpress.ca and www.wholesale-express.com and the Wholesale Express mobile application.

4. Governing Law. These Terms & Conditions are governed by, interpreted and enforced under the laws of the province in which the services are provided and the laws of Canada applicable therein.

5. Judicial proceedings. Any legal proceedings that may be instituted by Wholesale Express, a Client, Seller or Buyer in connection with Wholesale Express policies or vehicle sales contracts resulting from the auction shall be held exclusively before the courts sitting in the judicial district of Saint-Hyacinthe, Province of Quebec.

6. Extensions of meaning. Words in the singular include the plural and vice versa. Any word with a gender includes the masculine and feminine.

7. Electronic Signatures. You will permit Wholesale Express to capture your signature in electronic or digital form. You hereby authorize Wholesale Express to apply your electronic signature to documents necessary or incidental to your use of the Wholesale Express Services, including, without limitation bills of sale, odometer disclosure statements, invoices, acknowledgements, approvals, and title documents. You agree that your electronic signature is intended to authenticate the document to which it is applied and shall have the same force and effect as a manual signature.

8. Disclosure: Timelines mentioned are based on business days, excluding weekends and holidays. Any delays occurring during non-business days will not be counted towards the specified timelines.

Our Commitment to You

1. We are fair and impartial.

2. We’ve created a market of integrity that you can trust.

3. We retain information and records to verify the sale price and any fees that are charged for a minimum period of six (6) months.

4. We respect the federal, provincial, and local laws that govern the conduct of our activities.

5. We take all necessary measures to serve our Clients diligently, courteously and responsibly.

Our Role

1. We offer services that create a fast and efficient market for used vehicles to be exchanged between Buyers and Sellers. When transacting on our platform, the Seller sells the vehicle and transfers legal title in the vehicle to Wholesale Express. In turn, Wholesale Express will sell the vehicle to the Buyer. Accordingly, when a vehicle is sold, the Seller transfers its title to Wholesale Express so that it can be transferred to the Buyer.

Wholesale Express will disclose the name of the Seller to the Buyer upon request by the Buyer.

The Buyer and the Seller expressly waive the application of Article 1760 of the Civil Code of Québec for any transaction entered into in the Province of Québec and waive the application of any legal provision of a similar law or regulation in any jurisdiction in outside the Province of Québec. Any sales or purchase contract to be concluded between Wholesale Express and the Buyer or between Wholesale Express and the Seller shall be subject to these Terms & Conditions, which shall prevail over the terms of the sales contract or the purchase contract in the event of contradiction or ambiguity.

2. By applying Wholesale Express policies, Wholesale Express regulates the market so that Sellers can be assured of receiving payments for the vehicles they have sold, and Buyers can have confidence in the quality and condition of the vehicles they purchase. Auctions are designed to promote fair and equitable treatment of the Buyer and Seller.

3. We provide reliable and beneficial value-added services to improve your business’ success.

4. Wholesale Express collects fees, generally from the Buyer and the Seller, and sometimes from third parties, for the services it provides.

5. Wholesale Express provides an arbitration service to quickly and fairly resolve any dispute between Buyers and Sellers.

6. Wholesale Express makes no representation or warranty as to the accuracy or completeness of the description, equipment, warranty, service policy, titles (except for vehicles sold for $10,000.00 or more), history, odometer reading or disclosure statements for vehicles offered for sale.

7. Wholesale Express offers title guarantee only to Buyers of vehicles sold in the amount of $10,000.00 or more, which will be applicable in accordance with the “Additional Seller’s Obligations” section of these Terms & Conditions, in order to protect the Buyers at the auction. The title guarantee offered by Wholesale Express to Buyer does not relieve Seller of its obligations to Buyer and Wholesale Express.

Obligation of Clients

1. Integrity. To ensure the proper functioning of the auction market, Wholesale Express and its Clients must conduct themselves with integrity. We do our part by applying our corporate values. We expect you to conduct your business at Wholesale Express with integrity, fairness and honesty.

2. Auction Privileges. We reserve the right to suspend a Client’s bidding privileges temporarily or permanently at any time. Failure to comply with Wholesale Express policies could result in the permanent or temporary suspension of your auction privileges.

3. Client Registration. To receive Wholesale Express services, you must contact Wholesale Express at 866-945-0637; a representative will contact you to meet your needs and provide you with personalized service. We will give you a username and password. You are responsible for the confidentiality of your username and password and will be responsible for all transactions made with these. Please notify Wholesale Express in writing, without delay, if you believe that an unauthorized person has accessed your online account.

4. Respect of Laws. There are various rules, laws and regulations that govern your trade. We rely on you to comply with all federal, provincial, or local laws that govern your activities and rights to purchase or sell vehicles through Wholesale Express services.

5. Courtesy. We expect our employees to serve you in a professional and courteous manner and, in turn, we feel they deserve the same treatment from you.

6. Merchants only. Wholesale Express services are intended only for authorized motor vehicle dealers and accepted by Wholesale Express. No person other than authorized dealers of motor vehicles accepted by Wholesale Express, including retail Buyers, shall participate in the auction. Any person other than authorized motor vehicle dealers accepted by Wholesale Express, including retail Buyers, is not permitted to view, spy on or watch the Auction. Clients may not permit any other person other than authorized dealers of motor vehicles accepted by Wholesale Express, including retail Buyers, view the auction or electronic vehicle inventory prices posted through the Wholesale Express Merchant Division online system.

7. Falsification. Any tampering with or falsification of odometer readings or any part of a vehicle is strictly prohibited.

8. Fees and Payment. In consideration of Wholesale Express providing the Services, you agree to pay to Wholesale Express any and all amounts due to Wholesale Express and any applicable service fees, as described in the Services Agreement and these Terms & Conditions. All Service Fees are due and payable from the date the Services are rendered or no later than 96 hours from the time of purchase, as provided for in these Terms & Conditions. For Clients signed up for Pre-Authorized Debit, funds owing will be automatically debited using the default payment method selected by the Client if payment is not received by Wholesale Express within such 96-hour period. You acknowledge and agree that Wholesale Express may change its service charges at any time without notice. The Client shall pay all charges including, but not limited to, service charges, legal fees and out-of-court fees reasonably incurred by Wholesale Express to recover all amounts owed to Wholesale Express by the Client.

9. Compensation. Wholesale Express may set-off any amounts due by the Client or any party affiliated with the Client and any amounts that may be payable by Wholesale Express to the Client.

10. Security/Mortgage. The Client hereby grants to Wholesale Express a continuing security right and lien on all vehicles purchased by the Client through the Wholesale Express services and on all Client vehicles in possession, custody or control of Wholesale Express, regardless of location, and all proceeds from the sale of such vehicles to ensure payment of all Client charges, debts, liabilities and obligations in respect of Wholesale Express. If the Client defaults in payment towards Wholesale Express, Wholesale Express will have the right to exercise its rights and remedies as a secured creditor under the laws and regulations. Despite any alleged competing security interest in the Client’s Vehicles which may be asserted by a third party, Client acknowledges that as between Client and Wholesale Express, the security interest will be enforceable as to any listed or purchased Vehicle, and Wholesale Express shall be entitled to all of the rights and remedies of a secured party as provided by law, including but not limited to the right of self‐help repossession.

11. Risk. Wholesale Express does not offer insurance coverage for vehicles. Seller assumes all risk of loss and deterioration of the vehicles and is fully responsible for any damage suffered, even in the event of force majeure, until the vehicles are taken over by the transport department or enters the possession of the Buyer, whichever occurs first. The Buyer assumes all risk of loss and deterioration of the vehicles and is fully responsible for any damage suffered, even in the event of force majeure, from the time the Buyer takes possession of the vehicles or the delivery of the vehicles to the Buyer by the transportation service or from the time the Buyer refuses to take possession of the vehicle in accordance with its obligations. In the event of arbitration, the Buyer assumes all risks of loss and deterioration of the vehicles and is fully responsible for any damage suffered, even in the event of force majeure, until the vehicles have been taken over by the carrier and returned to the Seller following a decision by an arbitrator of the Wholesale Express arbitration service cancelling the sale.

12. Limitation of liability. The Client acknowledges that, except in cases of gross or intentional negligence by Wholesale Express, neither Wholesale Express nor its officers, directors, employees, or agents shall be held liable for any direct, indirect, or consequential damages. These damages include, but are not limited to, losses resulting from work stoppages, strikes, loss of data, computer failure or malfunction, non-compliance with obligations, force majeure, lost profits, or business opportunity losses. This also extends to any losses or damages arising directly or indirectly from theft, conversion, loss, damage, claim, expense (including legal and out-of-court costs), proceedings or demands resulting from the possession, transportation, use, storage, or operation of any vehicle by Wholesale Express. It includes, but is not limited to, any loss due to transportation, delays, arbitral award, cancelled sale, administrative error, force majeure, fire, storm, flood, war, public unrest, riot, pandemic, natural disaster, thunder, earthquake, or any other similar or related disaster caused by or during these events, except in the case of gross or intentional negligence by Wholesale Express. Without limiting the generality of the foregoing, in the event that the Client does not make a transaction for a Vehicle through Wholesale Express or does not use Wholesale Express Services, Wholesale Express shall not be held liable for any damage of any nature suffered by the Buyer and/or Seller as a result of this transaction, including but not limited to, if the Vehicle were to be stolen or damaged. In all situations where liability may arise, Wholesale Express’s liability shall be limited to the vehicle’s sale price, less 10% per month from the vehicle’s sale date. Any liability of Wholesale Express, if applicable, will terminate one (1) year after the sale date.

Except as expressly provided herein, Wholesale Express hereby disclaims and makes no representations, warranties or conditions of any kind, express or implied by statute, usage, custom of the trade or otherwise with respect to the Vehicles supplied by Wholesale Express herein or pursuant hereto, including but not limited to, warranties, conditions, or representations of non-infringement in respect of any Vehicle. Vehicles sold “AS IS” are sold at Client’s own risk and without any warranty, including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose, state, or location. Wholesale Express hereby disclaims and makes no representation, warranties or conditions of any kind, express or implied by statute, usage, custom of the trade or otherwise with respect to the Vehicles sold “AS IS” herein or pursuant hereto, including but not limited to, warranties, conditions, or representations of non-infringement in respect of any Vehicle sold “AS IS”.

13. Indemnity. The Client agrees to indemnify, defend and hold harmless Wholesale Express from all damages, losses, expenses, demands, claims, suits or judgments, including legal and out-of-court costs and expenses, resulting directly or indirectly from a violation of Wholesale Express policies by the Client or Client’s negligence or willful misconduct, including any personal injury or property damage that Client or any person for whom Client is responsible causes to Wholesale Express, its affiliates and their respective agents, employers, officers and directors.

14. Wholesale-Express makes no warranty. Wholesale Express shall not be held liable by Buyer or Seller for any visible defects or latent defects in relation to the vehicle. Wholesale Express does not give or endorse any warranty, whether formal or implied, including, but not limited to, warranty relating to brand, condition, quality, merchantability, adaptability, after-sales service or odometer reading (odometer) in respect of any vehicle.

15. Investigations. Wholesale-Express will cooperate without restriction in any investigation carried out by regulatory, governmental and police authorities (collectively “Investigative Authorities“). The Client hereby authorizes Wholesale Express to respond to any reasonable request from all Investigative Authorities to provide any documents and information concerning the Client personally or its business or business history. Any Vehicle in the custody or control of Wholesale Express may be subject to inspection by the Investigative Authorities without notice.

16. Sales taxes. The Client certifies that it holds a certificate, licence or other permit issued by the sales tax authorities of the Province and, if applicable, the locality in which its business or businesses are located, which certificate, licence or permit exempts the Client from payment of provincial sales tax in respect of the purchase of vehicles and includes the licence number(s) listed on the Client registration form. All vehicles purchased by the Client at auction are acquired as tangible movable property in the normal course of business and are of the type normally purchased by the Client for resale. In the event that the property is used for purposes other than resale, the Client will have to pay directly to the appropriate tax authorities any sales or use tax that may then be applicable and become due and payable.

17. Choice of GST and QST. The Client will execute the GST election forms in accordance with subsection 177(1.3) of the Excise Tax Act and the QST election forms in accordance with subsections 41.0.1, 41.2 and 41.2.1 of the Quebec Sales Tax Act.

18. Cancellation of a sale by the Seller. A cancellation fee of $1,000.00 per vehicle will be charged to the Seller who cancels a sale in “Appraisal” mode. A fee of $1,000.00 per vehicle will be charged to a Seller who cancels a sale in “AVAILABLE NOW” mode.

Buyer’s Obligation

1. Bidding Process. The Buyer who offers the highest amount for the purchase of an auction vehicle will receive a message from the Wholesale Express application confirming the purchase of the vehicle.

2. Method of payment. The Buyer must pay the purchase price of the vehicle in addition to the applicable service charges under the Services Agreement and these Terms & Conditions within 96 hours of notification of the purchase via the Wholesale Express app or otherwise. For Clients signed up for Pre-Authorized Debit, funds owing will be automatically debited using the default payment method selected by the Client if payment is not received by Wholesale Express within such 96-hour period.

3. Exclusive obligations in the “AVAILABLE NOW” mode. Subject to the obligations of the Buyer of this Section, in an auction in “AVAILABLE NOW” mode, if the Reserve Price of a vehicle is reached by a Buyer, the Buyer has an obligation to purchase the vehicle at the Reserve Price. During the auction in the “AVAILABLE NOW” mode, the highest bidder not meeting the reserve price will receive an offer to purchase the vehicle at the reserve price entered by the Seller. The highest bidder will then have the option to purchase the vehicle at the reserve price or decline the offer. If the highest bidder chooses to buy the vehicle at the reserve price, he gets the bid and, as a result, the bid ends.

4. Default of payment. If the Buyer fails to make payment within ninety-six (96) hours of receipt of the email issued by the Wholesale Express application, Wholesale Express may consider that the Buyer clearly demonstrates its intention not to comply with its obligations pursuant to these Terms & Conditions and the Services Agreement, as such the Buyer is fully entitled to do. In doing so, Wholesale Express may, in its sole discretion, either take back possession of the vehicle without legal action, the sale being automatically terminated, or claim the sale price or outstanding sale price balance. In addition, in the case of repossession of the vehicle by Wholesale Express, Wholesale Express may resell the vehicle and claim, in particular, from the Buyer, collection fees, cancellation fees, damages for inconvenience and inconvenience, the difference between the sale price of the vehicle purchased by the Buyer and the resale price of the vehicle, the storage charges and any other damages incurred by Wholesale Express, in addition to a penalty valued at $500.00. In the case of a claim of the sale price or balance of sale price by Wholesale Express to the Buyer, in addition to the claim of the sale price or balance of outstanding sale price, Wholesale Express will be able to claim all damages in addition to a penalty of $500.00.

5. Make sure you know what you’re buying. We operate a used vehicle auction. Most used vehicles have defects, imperfections and normal wear and tear. Please keep this in mind when submitting your offers. Buyers must carefully consider all information available to them with respect to the description, condition and history of the vehicle before making offers, including but not limited to vehicle history reports, photos, inspection report, remarks, comments, online announcements, etc.

6. Inconsistency of information. Information on the description, condition and history of a vehicle may come from several sources (e.g., inspection reports, photos, vehicle history reports, text announcements, etc.). In doing so, information on the same item may be found in more than one source. If the information provided is inconsistent or confusing, please contact your Wholesale Express representative for clarification before submitting an offer.

7. Questions about the auction. Make sure you understand the auction process. If you do not fully understand the process, please contact your Wholesale Express representative for assistance.

8. Cancellation of a sale. Wholesale Express may, in its sole discretion, cancel a sale or remove a vehicle from the auction for any of the following reasons: (i) if there was an error or omission in the description, statements, prices or any other matter relating to the vehicle in question; or (ii) in all the circumstances, it is just and reasonable to do so; or (iii) there has been a breach of these Terms & Conditions. In all such cases, the Buyer is obligated to surrender the vehicle to Wholesale Express upon reimbursement of the sale price of the vehicle, which vehicle must be in the same condition as it was at the time of sale. In the event that the Buyer fails to surrender the vehicle, Wholesale Express may commence any legal proceedings against the Buyer to repossess and/or seize the vehicle, in order to deliver it to the Seller, with the Buyer waiving any remedy, claims and/or actions against the Seller and/or Wholesale Express.

9. Late payment penalty. Unless there is a written agreement between a customer and a member of WE management, a penalty of $160 will be charged for each day payment is late. If payment is not received within 72 hours of vehicle purchase, WE will send an email to notify the customer that a collection attempt will be made at the end of the day. If no amount is received, billing of $160/day will begin. In addition, a fee of $100 will be charged for each NSF received following a collection attempt.

10. Insufficient provision. The Buyer has an obligation to ensure that its bank account identified in the Business Pre-authorized Debit Authorization contains sufficient amounts to secure any payment under these Terms & Conditions and the Services Agreement. If insufficient funds are identified, the Buyer will be required to immediately pay the amount owing in cash or certified funds to Wholesale Express in addition to the $50.00 per day NSF fee.

11. Property Rights. Regardless of the method of payment and the status of the vehicle registration, Ownership of a vehicle purchased through Wholesale Express services will only be transferred to the Buyer once the Buyer has made full and valid payment for the purchase and Wholesale Express has duly received the payment.

12. Post-Sale Inspection. The Buyer must conduct a complete and thorough inspection of the vehicle purchased at the time of possession or delivery of the vehicle. If the condition of the vehicle does not match the Seller’s declarations, the Buyer must immediately contact the Wholesale Express arbitration department. A Client may initiate an arbitration request by completing the Arbitration Request Form available online at www.wexpress.ca before the end of the arbitration period prescribed under the sections “Seller’s Disclosure Obligation” and “Arbitration” of these Terms & Conditions. No request for arbitration shall be considered after the expiry of the applicable arbitration period in this case.

13. Exports. If you are planning to export a vehicle, you must ensure that the vehicle meets all Canadian export requirements and import requirements from the destination country. The auction does not provide any documentation for import or export purposes. Arbitration is not available for vehicles that leave Canada.

14. Transportation. The Buyer is responsible for arranging the transportation of vehicles. If you need assistance in arranging transportation, please contact a Wholesale Express representative. Please note that Wholesale Express does not pay for shipping and that Wholesale Express’s limitation of liability applies to all damage and loss caused by or arising out of a Client’s use of vehicle transportation services.

Seller’s Disclosure Obligation

A Seller will establish trust in his product and credibility with Buyers by disclosing all relevant facts and information regarding the description, condition and history of the vehicles offered for sale. A Seller who offers a vehicle for sale through Wholesale Express services is required to disclose all of the information listed in the table below by making the applicable disclosure for each of the information. Please note that the list below is not exhaustive. As vehicles and our industry change, the disclosure requirements for Sellers can also change. Wholesale Express also reserves the right to consider other relevant information not specifically mentioned below with respect to the description, condition and history of vehicles traded in the auction.

Vehicle Disclosure Requirements

1. Nature of Statement: Braking system anti-lock defective

Interpretation: If the anti-lock braking system is not operational (if the vehicle is equipped with it), the Seller must declare this fact.

Only repairs over $800 (Mitchell’s standard warranty rate) are subject to arbitration.

Period of arbitration: Normal

2. Nature of Statement: Repairs to the following an accident $_________

Interpretation: The Seller must declare that a vehicle has been repaired as a result of an accident if the total cost of repairing damage caused by a single incident was in the order of $3,000 or more.

There is an obligation to report that repairs of damage due to an accident have been made without regard to the fact that the damage was caused by a collision, an accident, weather conditions or any other incident.

If the amount of the accident repairs is known, it must be reported.

If the information regarding the repair of the damage caused by an accident comes from a vehicle history report and the Seller is of the opinion that the vehicle history report is incorrect, he has an obligation to have the report corrected before the arbitrator renders a decision or he may have the sale cancelled. Although the Seller is not required to do so, if the Seller decides to declare the repairs due to an accident that is less than $3,000, he may do so separately, as a supplementary representation.

Period of arbitration: Normal

Note: Arbitration is not permitted for repairs due to an accident under $3,000. (Exclusion from Arbitration)

3. Nature of Statement: Adjacent panels replaced

Interpretation: If at least two adjacent panels (excluding bumper panels) of a vehicle have been replaced, the Seller must declare this fact.

Please note that if the panels have been replaced due to an accident or any other incident, and the replacement cost is $3,000 or more, the Seller must make a representation of the repairs due to an accident.

Period of arbitration: Normal

4. Nature of Statement: Airbags missing or defective

Interpretation: If the vehicle’s airbags are missing, defective, or have already been deployed, the Seller must declare it.

Period of arbitration: Extended

5. Nature of Statement: Replacement of fuel or conversion

Interpretation: If the vehicle uses propane or natural gas or, at some point, has had a propane or natural gas supply system, the Seller must declare it.

Period of arbitration: Normal

6. Nature of Statement: Excessive rust

Interpretation: The Seller must reveal whether the vehicle is affected by excessive rust.

Rust is considered excessive when it affects the structural integrity of the vehicle, that is, when the frame or any structural component is perforated by the rust.

Period of arbitration: Normal

7. Nature of Statement: Damage caused by fire

Interpretation: The Seller must reveal whether the vehicle was damaged by fire.

Period of arbitration: Normal

8. Nature of Statement: Damage caused by a flood

Interpretation: The Seller must disclose that the vehicle was damaged by water when:

• water or other liquid has entered the vehicle to the floor plate level or more;
• if any of the following components were damaged as a result of immersion:
• front or rear lights or cable harnesses;
• the engine and its major components;
• transmission and differential;
• Instrument panel and wiring;
• passenger seat cushions;
• electrically adjusted seats or electric windows;
• major components of the audio system.

Period of arbitration: Normal

9. Nature of Statement: Semi-illegal market

Interpretation: The Seller must declare whether the vehicle was previously registered in a country other than the United States or Canada or manufactured in a manner that does not conform to North American standards. A vehicle history report, verified by CARFAX or equivalent, must be provided by the Seller for any vehicle from a semi-clandestine market.

Period of arbitration: Normal

10. Nature of Statement: Incorrect marking of the Vehicle

Interpretation: The Seller must disclose if any logo, sign, decal, emblem, ornament or similar marking on the vehicle does not match the vehicle’s make, model or series.

Period of arbitration: Normal

11. Nature of Statement: Irreparable

Interpretation: Regardless of whether the registration has been classified as a total loss, the Seller must disclose whether the vehicle cannot be repaired in such that it can be driven on the road and whether it can only be used for parts or scrap. It is assumed that irreparable vehicles are also total losses and therefore a total loss report is not required.

Period of arbitration: Normal

12. Nature of Statement: Km __________

Interpretation: The seller must report if the odometer reading is accurate.

The Seller must disclose the total distance the vehicle has travelled as indicated on the odometer.

Period of arbitration: Normal

Note: Differences of 3,000 km or 5% (whichever is less) of the odometer (odometer) are in no way subject to arbitration. (Exclusion from Arbitration)

13. Nature of Statement: Major repairs ________(details)

Interpretation: The Vendor must disclose whether a major component of the vehicle is defective or non-operational and whether the component would cost more than $800 (on a non-cumulative basis) to repair or replace under Mitchell’s standardized warranty rates.

The major components are:

• the engine;
• the transmission;
• the power pack;
• the false frame;
• the suspension;
• computer equipment;
• the fuel supply system;
• the electrical system;
• the emission system;
• damage caused by hail.

Period of arbitration: Extended

Note: The following items are not subject to arbitration:

• the packing;
• the windows;
• the tires;
• visible body damage. (Exclusion from Arbitration)

14. Nature of Statement: Redemption of the builder ________(details)

Interpretation: If the vehicle was purchased by the manufacturer under the Canadian Motor Vehicle Arbitration Program or under the laws of any jurisdiction, including, but not limited to, the Laws (Lemon Law) of the United States, the Seller must disclose it.

If the date, jurisdiction and/or reasons for redemption are known, they must be disclosed by the Seller.

Period of arbitration: Normal

15. Nature of Statement: Significant change in relation to specifications of production

Interpretation: The seller must disclose whether the vehicle differs in a substantial manner from the original manufacturer’s specifications.

Period of arbitration: Normal

14. Nature of Statement: Redemption of the builder ________(details)

Interpretation: If the vehicle was purchased by the manufacturer under the Canadian Motor Vehicle Arbitration Program or under the laws of any jurisdiction, including, but not limited to, the Laws (Lemon Law) of the United States, the Seller must disclose it.

If the date, jurisdiction and/or reasons for redemption are known, they must be disclosed by the Seller.

Period of arbitration: Normal

15. Nature of Statement: Significant change in relation to specifications of production

Interpretation: The seller must disclose whether the vehicle differs in a substantial manner from the original manufacturer’s specifications.

Period of arbitration: Normal

16. Nature of Statement: 5-digit Kilometric Counter (Odometer)

Interpretation: The Seller must declare if the odometer bears 5 digits when more than 100,000 miles or kilometers have been completed.

Period of arbitration: Normal

17. Nature of Statement: Counter broken or defective odometer

Interpretation: The Seller must disclose whether the odometer is broken or defective, that is, whether the meter does not accurately account for the distance travelled.

Period of arbitration: Normal

18. Nature of Statement: Counter kilometric (odometer) in miles

Interpretation: The seller must report if the odometer is in miles.

Period of arbitration: Normal

19. Nature of Statement: Kilometric Counter (odometer) replaced

Interpretation: Seller must report if (odometer) has been replaced.

Period of arbitration: Extended

20. Nature of Statement: Kilometric Counter (odometer) dropped

Interpretation: Seller must report if (odometer) has been retracted.

Period of arbitration: Extended

21. Nature of Statement: Counter kilometric (odometer) not readable

Interpretation: Seller must declare that the kilometric counter (odometer) is unreadable if the distance travelled is accurately read but cannot be read due to pixel damage because the vehicle cannot be started to obtain a kilometric counter (odometer) reading or for similar reasons.

Period of arbitration: Normal

22. Nature of Statement: Out of province _________ (list)

Interpretation: If the province where the retail Client was at the time of the last registration (or equivalent) is different from the province where the vehicle is currently sold, the vehicle must be declared an “out-of-province vehicle” and the Seller must identify the last province in which the vehicle was registered with a retail Client.

The Seller must declare all provinces in which the vehicle was previously registered.

Period of arbitration: Normal

23. Nature of Statement: Former daily rental

Interpretation: The Seller must disclose whether the vehicle was used prior to the offer for sale as a daily rental vehicle. In the affirmative, the Seller must report the period for which the vehicle was used as a daily rental vehicle.

Period of arbitration: Normal

24. Nature of Statement: Vehicle having been used by a driving school

Interpretation: The Seller must disclose whether the vehicle was used prior to the offer for sale as a driving school vehicle.

Period of arbitration: Normal

25. Nature of Statement: Vehicle having been used as emergency service vehicle

Interpretation: The Seller must disclose whether the vehicle was used prior to the offer for sale as an emergency service vehicle.

Period of arbitration: Extended

26. Nature of Statement: Vehicle having been used as police vehicle

Interpretation: The Seller must disclose whether the vehicle was used prior to the sale by the police as a patrol vehicle.

Period of arbitration: Extended

27. Nature of Statement: Vehicle having been used as a taxi or limousine

Interpretation: The Seller must disclose whether the vehicle was used prior to the offer for sale as a taxi or limousine.

Period of arbitration: Extended

28. Nature of Statement: Stolen vehicle and found

Interpretation: The Seller must disclose whether the vehicle was found after being reported stolen.

Period of arbitration: Extended

29. Nature of Statement: Damage to the structure

Interpretation: The Seller must disclose whether the vehicle has suffered structural damage.

Period of arbitration: Normal

30. Nature of Statement: Classified property _________ (classification)

Interpretation: The Seller must disclose whether the vehicle has been classified under provincial or state law and must indicate the assigned classification(s).

Period of arbitration: Extended

31. Nature of Statement: Actual kilometers unknown

Interpretation: If the distance travelled by the vehicle is unknown and there is no reliable record to verify the odometer reading on specified dates, the Seller must declare that the actual kilometers travelled by the vehicle are unknown.

When the Seller declares that the actual number of kilometers travelled by the vehicle is unknown, the total distance that the vehicle has travelled is likely much greater than the odometer reading.

Period of arbitration: Extended

32. Nature of Statement: _________ Actual kilometers unknown to the _________ (date)

Interpretation: If the total distance travelled by the vehicle is unknown, but reliable records indicate that the distance travelled on a specified date is known, the Seller must report the last known distance and the date on which the distance is known.

Period of arbitration: Extended

33. Nature of Statement: Total loss

Interpretation: If an insurer has determined that the vehicle is a total loss, the Seller must declare that fact.

Period of arbitration: Extended

34. Nature of Statement: U.S. Vehicle

Interpretation: The Seller must declare that the vehicle has been previously registered in the United States or manufactured in non-compliance with Canadian standards, if applicable.

All US vehicles offered for sale must have a vehicle history report verified by CARFAX or equivalent.

Period of arbitration: Normal

35. Nature of Statement: Emissions of VIN plates

Interpretation: The Seller must disclose that the original VIN plate of the vehicle (on the dashboard, on the driver’s side) has been removed, modified or replaced, if applicable.

Only vehicles with the original VIN plate intact or replaced in accordance with provincial and federal regulatory requirements may be offered for sale through Wholesale Express services.

Period of arbitration: Normal

36. Nature of Statement: Voided Warranty

Interpretation: If the manufacturer has cancelled the warranty on the vehicle or has given notice of its intention to do so, the Seller must declare it.

Period of arbitration: Extended

Note: A notice of cancellation of warranty given by the manufacturer after the date of sale is not subject to arbitration. (Exclusion from Arbitration)

37. Nature of Statement:
Year _________
Mark _________
Template _________
Series _________

Interpretation: The Seller must disclose the year, the make, the model and series (i.e., trim level) of the vehicle, as indicated by VIN decoding.

Period of arbitration: Normal

Wholesale-Express Additional Obligations and Limited Warranty

1. Title/Ownership. When selling a vehicle, you warrant and represent to Wholesale Express and the Buyer that you are authorized to sell the vehicle, that you own the vehicle and that it is free of any lien, encumbrance, hypothec and/or right of any kind. All documents required and necessary to enable the transfer of ownership of the vehicle to the Buyer must be provided to Wholesale Express within seventy-two (72) hours of the sale concluded via the auction.
2. CARFAX History Report. The Seller is required to provide from their account on the Wholesale Express application the current CARFAX History Report for each vehicle posted on the auction no later than the time the vehicle is posted on the auction.
3. VIN. Under no circumstances may a vehicle be offered for sale through Wholesale Express if it does not have the original VIN plate intact from the vehicle or a replacement plate in accordance with provincial and federal regulatory requirements.
4. Disclosure. The Seller must declare and is responsible for ensuring that all information, details and facts about the condition and history of the vehicle offered for sale are reported and appear in the description of the vehicle offered for sale through Wholesale Express services. The Seller is also responsible for ensuring that all information in the description of the vehicle offered for sale is accurate, even if the auction was created and posted by a Wholesale Express representative. The Seller is also obliged to report all aesthetic damage to the vehicle in a clear, precise and unequivocal manner.
5. Warranty for vehicles sold for $10,000 or more. Wholesale Express undertakes to reimburse the Buyer for the sale price of the vehicle purchased through Wholesale Express services having a sale price of $10,000.00 or more, in the event that ownership of the vehicle is not free of liens, encumbrances, hypothecs, obligations and/or rights of any kind or in the case where the vehicle is sold contrary to paragraph 1 hereinafter “Securities/Properties”, excluding any damage, injury, loss, loss of profits and costs arising directly or indirectly from the sale of the vehicle and the Buyer expressly waives any and all claims against Wholesale Express.

   This refund will be made by Wholesale Express solely in the event that all of the following conditions described below are met:

• • The Buyer must submit a written request to Wholesale Express with supporting evidence;
  • Reasonable time for Wholesale Express to investigate the situation;
  • The Buyer is required to cooperate with Wholesale Express at all times to minimize damages itself and Wholesale Express;
  • The Buyer must, at all times, have taken all the required and necessary actions within the required time frame and legal delays to protect his interests and those of Wholesale Express, including, but not limited to, intervening, undertaking or contesting any legal or judicial proceedings in relation to the vehicle, its claim or any claim arising therefrom, in order to protect its interests and those of Wholesale Express.
  • At the time of repayment of the sale price, Buyer shall make an assignment of debt or subrogation in favor of Wholesale Express in order to allow Wholesale Express to claim the sale price in full and/or any damages suffered by Buyer from Seller.

Notwithstanding the fact that Wholesale Express has obtained an assignment of debt or subrogation, as mentioned in paragraph 5. 5) of this section, the Seller undertakes to reimburse Wholesale Express immediately for the sale price paid, disbursed or advanced by Wholesale Express to the Buyer,instalment or advance of the sale price by Wholesale Express to the Buyer.  In such a situation, the Seller also undertakes to reimburse Wholesale Express for all reasonable legal fees and extra-judicial fees required by Wholesale Express to analyze the ownership title, to reimburse the Buyer and to claim the amounts owed by the Seller to Wholesale Express.  In the event of Seller’s default, Wholesale Express will be permitted to commence any legal proceedings to recover from Seller the selling price plus interest, penalties, costs and damages.

6. Refusal by the Seller. In the event that the Seller refuses and/or fails to remit and/or transfer to Wholesale Express any vehicle sold at auction within seventy-two (72) hours of receipt by the Seller of the sale price for the vehicle and/or in the event that any Seller refuses and/or neglects to provide Wholesale Express with the necessary documents to transfer the vehicle to the Buyer, the Seller agrees to pay Wholesale Express a late penalty fee of $50.00 per day, and this, without prejudice to any claim that may be undertaken by Wholesale Express and/or the Buyer to transfer title to Wholesale Express and/or the Buyer and without prejudice to any claim for any damages suffered by Wholesale Express and/or the Buyer.
7. Cancellation of a sale. Wholesale Express may, in its sole discretion, cancel a sale or remove a vehicle from the auction for any of the following reasons: (i) if there was an error or omission in the description, statements, price or any other element relating to the vehicle in question; or (ii) if taking into account all the circumstances, it is just and reasonable to do so; or (iii) there has been a breach of these Terms & Conditions. In all such cases, the Buyer is obligated to surrender the vehicle to Wholesale Express upon reimbursement of the sale price of the vehicle, which vehicle must be in the same condition as it was at the time of sale. In the event that the Buyer fails to surrender the vehicle, Wholesale Express may commence any legal proceedings against the Buyer to repossess and/or seize the vehicle, in order to deliver it to the Seller, with the Buyer waiving any remedy, claims and/or actions against the Seller and/or Wholesale Express. In all cases of cancellation of a sale, the Seller undertakes to reimburse Wholesale Express immediately for the sale price paid, disbursed or advanced by Wholesale Express to the Buyer and the Buyer undertakes, at the time of cancellation of the sale, to make an assignment of debt or subrogation in favor of Wholesale Express in order to allow Wholesale Express to claim the entire sale price and/or damages suffered by the Buyer from the Seller.
8. Premium Account: Important information regarding eligibility & obligation of the customers enrolled in the Premium Account is as below:
   
   a) Eligibility

• Need to be qualified with Territory Manager.
• Need 10 cars sold per month to be qualified.

  b) Payment Processing

• Same day payment (if car sold before 12PM, the car will be paid before 5PM the same day, if car sold after 12PM, the car will be paid before 12PM the next business day)

  c) Fees Obligations

• $95 CAD will be charged for cars under $50,000.
• $195 CAD will be charged for cars worth $50,000 and over.

9. GOLD plan: Important information regarding eligibility, maximum warranty coverage and inclusions and exclusions for Sellers covered by the GOLD plan.

   a) Eligibility

• Need 10 cars sold per month to be qualified.
• All Vehicles must be inspected and offered for sale by Wholesale Express.
• Fee is determined by Wholesale Express.

  b) Maximum coverage

• The maximum coverage amount under the GOLD plan warranty is set at 3,800 CAD.
• The GOLD Plan warranty only applies to the extent that the total cost to repair or replace any part of the Vehicle or part thereof which is considered to be defective is less than or equal to the maximum coverage amount provided above.
• If the total cost exceeds the maximum coverage amount provided above, the Seller loses the benefit of the GOLD Plan warranty and must pay the entire cost of said repair or replacement pursuant to article 12 of the Terms & Conditions of Purchase provided below.

  c) Inclusions and exclusions

• The Gold Plan warranty covers any material, manufacturing, assembly and machining defects in the Vehicle sold, except a frame perforated by rust, a modified odometer and the 3.0L Ecodiesel engines of a Dodge brand Vehicle.

10. Relaunch Fees Policy: This policy outlines the applicable fees for relaunching vehicles for auction. All sellers who relaunch their vehicles are subject to the relaunch fee structure detailed below if the vehicle remains unsold after the relaunch.

    Fee Structure:

1. First upload: No charge
2. First Relaunch: No charge ($0)
3. Second Relaunch: $25
4. Third and Subsequent Relaunches: $50 per relaunch

These fees will be invoiced to the seller at the start of the subsequent calendar month.

Arbitration

1. Wholesale Express Arbitration Services.

   a) Wholesale Express provides an arbitration service to resolve disputes between Buyers and Sellers. Our process is designed to be impartial, fast and cost-effective. The overall objective of arbitration is to maintain the integrity and fairness of the auction process for both Buyers and Sellers. Our arbitration specialists are qualified Wholesale Express employees who understand the automotive re-marketing activities. Only the arbitration specialists have the authority to manage arbitration cases and to decide for a fair and equitable settlement in accordance with the rules of arbitration. The process is meant to be independent, equitable and objective. The arbitrator is therefore competent to make the decisions necessary to maintain the independence and objectivity of the arbitration process.

   b) In order to qualify for arbitration, the sale price of the vehicle purchased through Wholesale Express must be paid by the Buyer within the ninety-six (96) hour delay of the receipt of the email from the Wholesale Express application. Any request for arbitration made by the Buyer after this period, when the Buyer is in default of payment in respect of Wholesale Express, is inadmissible.

   (c) Inadmissible. Under no circumstances may the Buyer sell or lease the vehicle that is the subject of a request for arbitration under penalty that the request for arbitration will be inadmissible. In addition, the Buyer may not use the vehicle that is the subject of an arbitration request for a distance of more than 150 kilometers following the Buyer taking possession of the vehicle or the delivery of the vehicle to the Buyer, Otherwise, the request for arbitration will be inadmissible.

2. Request for arbitration.

   a) Contact the arbitration service. To initiate an arbitration request, the Client must click on the request for arbitration button in the vehicle file before the end of the prescribed arbitration period depending on the nature of the arbitration request. As such, please refer to section “SELLER’S DISCLOSURE OBLIGATION” in order to inform yourself with respect to the prescribed applicable arbitration period in your case. Only the information and representations described in the for Arbitration Request Form will be evaluated and considered by the arbitrator in reaching a decision. Arbitration requests where the arbitration period is “normal” can only be submitted once per vehicle sold. Mechanical arbitration claims must be accompanied by a diagnostic report and wholesale (not retail) repair estimates from an independent and reputable source; otherwise, a mechanical arbitration will be automatically denied.

   b) File support. The Arbitration Department reserves a period of five (5) working days to deal with arbitration requests and this period may be extended at the discretion of the arbitrator depending on the nature of the request and the steps necessary to properly manage the file.

3. Arbitration period. The arbitration period is normal or extended depending on the nature of the arbitration request. Please refer to the table in the section “SELLER’S DISCLOSURE OBLIGATION” for the applicable arbitration period depending on the nature of the information provided by the Seller of the vehicle.

   a) Normal period. The “normal” arbitration period is two (2) business days following the date Buyer takes possession of the vehicle or date of the delivery of the vehicle to the Buyer.

   b) Extended period. The “extended” arbitration period is seven (7) business days from the date the Buyer takes possession of the vehicle or date of the delivery the vehicle to the Buyer.

   c) Duration of the arbitration period. Wholesale Express reserves the right to extend the arbitration period when, in the opinion of the arbitrator, it would be fair and reasonable to do so. Although the Seller is required to make all applicable declarations with respect to the condition and history of the vehicles offered for sale, the Buyer is required to exercise due diligence when inspecting the vehicles purchased. Therefore, if, through due diligence, the Buyer had been able to determine the status of the condition, ownership and/or history of the vehicles purchased, it is unlikely that an extension to the prescribed arbitration period would be granted.

4. Investigation. The arbitrator will only consider the information and claims described in the arbitration request form in order to render a decision. Notwithstanding the foregoing, the Arbitrator may consult with the Buyer and/or Seller to arrive at a fair understanding of the facts and claims submitted for arbitration. Depending on the nature of the arbitration request, the arbitrator may also seek the advice of mechanics, qualified vehicle inspectors or other experienced Wholesale Express personnel. Where required, the arbitrator may refer the vehicle to an external person, such as an authorized dealer or a specialized workshop for the purpose of consultation.
5. Decision. Firstly, the arbitrator determines the admissibility of the arbitration request. If the claim for arbitration is found to be eligible, the arbitrator shall examine the claim and render the appropriate decision in the matter. Before rendering the appropriate decision in the claim, the arbitrator may attempt to reconcile the parties in order to allow them to resolve their dispute(s) through a mutually negotiated solution. The arbitrator has a great deal of discretion to make all decisions that he or she deems just and reasonable in the circumstances. The arbitrator must ensure that the prejudiced party is compensated for the damages and losses suffered. In certain circumstances, for example, where the Seller’s declaration does not affect the value of the vehicle concerned, the Buyer cannot claim any damage and/or loss and, therefore, the only conclusions that can be made by the arbitrator are that the claim is ineligible, the sale is cancelled and the purchase price is reimbursed, the costs and expenses incurred by the Buyer are reimbursed, the partial reimbursement of the purchase price, the repair of the defect which affects the vehicle at the Seller’s expense, the repair of the defect which affects the vehicle at the Buyer’s and Seller’s shared costs, no financial compensation or any other similar remedy.
6. Arbitration fees and costs. Any arbitration for a vehicle tendered in “AVAILABLE NOW” mode results in a fee of $75.00. These costs will be borne by the party against whom an unfavorable decision is rendered in the arbitration. Wholesale Express reserves the right to claim arbitration fees from the Buyer and/or Seller in the event of misrepresentation by the Buyer or in the event that arbitration requests are not made in good faith. If Wholesale Express incurs costs in connection with the investigation (e.g. reference to an external resource, towing, transportation, etc.), the arbitrator, as part of the remedy imposed, will determine which of the Buyer and/or Seller will bear the costs incurred.
7. Irrevocability. The
   arbitrator’s decision is final and without appeal and binds the Buyer and Seller. In doing business with Wholesale Express, the Buyer and Seller agree to participate in the auction arbitration process and to respect, enforce and be bound by the arbitrator’s decision.
8. Direct Debit. In all cases where a decision of the arbitrator involves a monetary value for which the Seller and/or the Buyer are responsible, Wholesale Express may deduct the sum corresponding to the monetary value of the arbitrator’s decision from the bank account of the party(s) responsible for remitting the payment under the decision, by pre-authorized debit (PAD).
9. Return Process. If the arbitrator’s decision is that the sale must be cancelled, the Buyer must immediately return the vehicle in the same or better condition as the one in which it was delivered. A mileage charge may be charged to the Buyer for vehicles returned where the mileage is more than 150 kilometers than the mileage posted on the date the Buyer took possession of the vehicle or date upon delivery of the vehicle to the Buyer.
10. Inadmissibility of arbitration.

    Arbitration shall be ruled inadmissible if:

    a. The facts and information disclosed by the Seller are correct as to the condition and history of the vehicle.
    Exception: None
    
    b. Vehicle condition or history information has been properly disclosed as part of a vehicle history report. an inspection report or any other similar source and this information was made available to the Buyer by the Seller before the auction began.
    Exception: None

    c. Vehicles with mileage greater than 225,000 kilometres.
    Exception: None

    d. Vehicles with a selling price of $2,000 or less.
    Exception: None

    e. Aesthetic damage valued at less than $500 per Wholesale Express.
    Exception: None

    f. Characteristics of the condition of a vehicle that are not required to be disclosed by the Seller under the “SELLER’S DISCLOSURE OBLIGATION” section of these Terms & Conditions.
    Exception: Misrepresentation on the part of the Seller.

    g. Elements, information, facts arising outside of the applicable arbitration period pursuant to paragraph 3 of this Section
    Exception: Where the arbitration service judges that, in the circumstances, it is fair and reasonable to extend the period of arbitration.

    h. The vehicle is over 10 years old.
    Exception: Misrepresentation on the part of the Seller.

    i. Noise or vehicle condition characteristics inherent or typical to a particular make or model of a vehicle, unless deemed “excessive” by the arbitrator. The arbitrator may refer to the original vehicle dealer’s warranty instructions to determine whether the noise or characteristics are excessive in the circumstances.
    Exception: None

    j. Parts of a vehicle that a Buyer is normally required to replace or adjust to the useful life of the vehicle, including but not limited to tires, windshield wipers, disc brake pads, brake pads, brake discs, belts, flexibles hoses, lubricants, fluids, delivery belts, bulbs, filters, shock absorbers and posts.
    Exception: None

    k. If the vehicle was used for a distance of more than 150 kilometres as a result of the Buyer’s possession of the vehicle or delivery of the vehicle to the Buyer.
    Exception: Misrepresentation on the part of the Seller.

    l. The vehicle was sold without the legal quality guarantee, As is.
    Exception: if the vehicle or if the vehicle chassis is damaged or rotten.

11. Clients. Arbitration is a service uniquely offered to Buyers and Sellers who participate in the auction and not to their Clients. Any request for arbitration will be deemed ineligible if the Buyer no longer has possession and/or ownership of the vehicle for which a request for arbitration is being made.
12. Judicial proceedings. The parties agree that no action or legal proceeding may be brought by either Buyer or Seller against each other in respect of:

    a) any matter that is the subject of or has been the subject of an arbitration, unless it is for the purpose of enforcing the terms of the arbitrator’s decision;
    b) any matter for which arbitration is not available or receivable under Wholesale Express policies, with the exception of cases where arbitration is ruled inadmissible on the ground that the arbitration request was not made within the arbitration period prescribed under these Terms & Conditions; and
    c) no action or legal proceeding will be commenced or prosecuted by the Buyer or the Seller against Wholesale Express or its affiliates for any matter, cause or thing directly or indirectly related to the Wholesale Express Services, including but not limited to arbitration services.  Unless otherwise prohibited by law, Buyer and the Seller release and waive all rights, remedies, claims, and causes of action against Wholesale Express and its affiliates from any claim or remedy whatsoever, whether known or unknown, for or by reason of using the Wholesale Express Services, including but not limited to arbitration services.

13. Waiver. The Buyer and the Seller waive any action, claim, procedure, remedy, demand, statement of claim, suit, damages, costs, right or right of action of any kind against Wholesale Express, whether known or unknown, resulting directly or indirectly from Wholesale Express services, including but not limited to arbitration services.
14. Please note. Wholesale Express is intended for  professional  Vehicle remarketers  only. You represent and warrant  that you are a licensed retail  or wholesale dealer of Vehicles and/or a business that is  otherwise legally eligible to purchase or sell Vehicles at wholesale automotive auctions.  In addition, a Buyer is expected to understand the make, model, trim and all accompanying options for all units on which the Buyer bids.  For purposes of arbitration, therefore, it will be assumed that the Buyer has reviewed the vehicle description and all photographs and other available media and has full knowledge of a vehicle’s actual trim level. The arbitration process is not a tool to reduce the selling price of vehicles or to offset “Buyer remorse”. Buyers should not make impulse purchases and should carefully consider all information provided by the vendor with respect to the vehicle before bidding. All used vehicles are normally present defects and may require repair. Buyers must therefore take this into account when submitting their bids. Subject to the rights of Wholesale Express to terminate the Services Agreement, Wholesale Express may temporarily or permanently suspend the auction privileges of Sellers who repeatedly fail to properly disclose the condition and history of vehicles offered on the auction. Wholesale Express may also temporarily or permanently suspend bidding privileges to Buyers who repeatedly submit unsubstantiated or bad faith arbitration requests.

    Buyer shall not incur any costs, carry out any repairs or make any modifications to a Vehicle which is the subject of an arbitration procedure, for the whole duration of the arbitration procedure. If Buyer fails to comply with this provision, Buyer acknowledges and agrees that Buyer may may lose any amount invested in the Vehicle subject to the arbitration procedure for costs, repairs or modifications and Buyer may lose the benefit of all said costs, repairs or modifications if the transaction is cancelled under the arbitration procedure.

15. Arbitration between Wholesale Express and a Client. Under no circumstances may Wholesale Express be a party to an arbitration.

Terms & Conditions Specific to Recreational Vehicles

1. Application. These Terms & Conditions apply in connection with the sale of Recreational Vehicles by Wholesale Express Services, subject to the necessary adaptations listed in this section.

2. Auction in “AVAILABLE NOW” mode. Seller is not required to provide from their account on the Wholesale Express application the updated CARFAX History Report for a Recreational Vehicle posted on the auction in “AVAILABLE NOW” mode.

3. Terms of Payment. The Buyer must pay the Recreational Vehicle purchased in addition to the applicable service fees described under the Services Agreement within forty-eight (48) hours of receipt of the email issued by the Wholesale Express application, by Pre-authorized Debit in accordance with the Service Agreement and the Business Pre-authorized Debit Authorization.

4. Seller’s disclosure obligation. Notwithstanding the fact that the Seller of a recreational vehicle must disclose all information described in the section “DISCLOSURE OBLIGATION OF THE SELLER” by making the applicable declaration for each such information. With respect to excessive rust and major repairs as described in boxes 6 and 13 of the table in the “SELLER’S DISCLOSURE OBLIGATION”, these are adapted as follows when selling a recreational vehicle:

   
   Nature of Statement 6

   Excessive rust, rot and mould

   Interpretation

   The Seller must reveal whether the vehicle is suffering from excessive rust. Rust is considered excessive when it affects the structural integrity of the vehicle, that is, when the frame or any structural component is perforated by the rust. The Seller must also declare whether the vehicle has rot and mould.

   Nature of Statement 13

   Major Repairs ________ (details)

   Interpretation
   The Seller must disclose whether a major component of the vehicle is defective or non-operational and whether the component would cost more than $800 (on a non-cumulative basis) to repair or replace under Mitchell’s standardized warranty rates.

   The major components are:
   • the engine;
   • the transmission;
   • the fuel supply system;
   • the electrical system.

5. Arbitration period. The arbitration period for Recreational Vehicles is two (2) business days following the date the Buyer takes possession of the Recreational Vehicle or date the Recreational Vehicle is delivered to the Buyer.

WHOLESALE EXPRESS ONLINE SERVICES AGREEMENT

1. Ownership

Wholesale Express Online Services are wholly owned and operated by Wholesale Express. Elements appearing on Wholesale Express online services, including but not limited to text, images, graphics, sound, photographs and software (collectively, the “Content”) are protected by intellectual property laws. It is forbidden to copy, reproduce, manipulate, alter, modify, create derivative works, distribute, republish, download, post, post publicly, or transmit the Content in any manner without the prior written consent of Wholesale Express.

2. Wholesale Express Online Service Integrity

No person shall use any device, software or sub-program to interfere with or attempt to interfere with the proper functioning of Wholesale Express Online Services, including, without limitation, any software, website, application, mobile application, auction, electronic auction, sale by auction, or technological infrastructure.

3. Wholesale Express Online Services User Eligibility

Wholesale Express Online Services are only available to those who are authorized to enter into a binding contract under applicable law. Without limiting the foregoing, Wholesale Express Online Services are not available to minors or retail Buyers, nor are they available to persons other than authorized and accepted dealers of motor vehicles by Wholesale Express. If you do not meet these conditions, you may not use the Wholesale Express online services. In addition, persons to whom Wholesale Express has removed privileges related to Wholesale Express online services on a temporary or permanent basis are prohibited from using Wholesale Express online services in any way.

4. Waiver of Warranties and Limitation of Liability

Wholesale Express online services and all information, content, elements, products (including software) and other services which form part of the Wholesale Express Online Services or which are otherwise made available to you through them shall be provided by Wholesale Express “AS IS” unless expressly provided in writing to the contrary. Wholesale Express makes no representations or warranties whatsoever, express or implied, with respect to the operation of the Wholesale Express online services or information, content, elements, products (including software) or to services that are part of the Wholesale Express Online Services or that are otherwise made available to you through them, unless otherwise expressly provided in writing. You expressly agree that you use the Wholesale Express online services at your own risk. To the fullest extent permitted by law, Wholesale Express excludes any warranty or condition, express or implied (including quality warranty). Wholesale Express does not guarantee the absence of viruses or other harmful components in Wholesale Express online services, information, content, elements, products (including software) or other services that are part of or are otherwise made available to you through Wholesale Express online services, on its servers or in electronic communications originating from Wholesale Express. To the fullest extent permitted by law, Wholesale Express shall not be liable for any damages of any kind that may result from the use of the Wholesale Express Services or any information, content, elements, products (including software) or other services that form part of or are otherwise made available to you through the Wholesale Express Online Services, including direct and indirect damages and damages-interest or punishment, unless expressly stipulated in writing to the contrary.

PRIVACY POLICY

1. Protection of personal information

Wholesale Express is mindful of how the personal information you provide is collected, used, disclosed and stored. Wholesale Express appreciates your confidence in them in this regard. This Privacy Policy describes how Wholesale Express and its subsidiaries collect and process your personal information through its websites, devices, applications, mobile applications, products, services and online services that refer to this Privacy Policy. By using the Wholesale Express Services, you consent to the practices described in this Privacy Policy. By transmitting personal information to Wholesale Express and/or browsing and using the Wholesale Express online services, you consent to Wholesale Express being able to collect, the use, disclosure and retention of such personal information in accordance with this Privacy Policy, subject to the terms and conditions permitted or required by the law.

2. The nature of the information we collect

(a) Personal Information

Any information about the personal or material circumstances of an identified or identifiable individual. An identifiable person is a person who can be identified, directly or indirectly, by reference to one or more specific elements specific to his or her physical, physiological, psychological, economic, cultural or social identity. Personal information includes, but is not limited to, surname and given name, date of birth, home address, home telephone number, cell phone number, email address, driver’s license number, the dealer/dealer number and vehicle information (Vehicle Identification Number (VIN)), banking, financial and tax information and employment information of a person, as may be found in a resumé, information obtained from a background check or references from previous employers.

(b) Non-personal Information

Any information in the public domain. Information of a professional nature is considered non-personal information and, as such, is not subject to special protection and may be shared on a regular basis. Business information includes, but is not limited to: business name, business address, business telephone number, the names of the directors and officers of the company and are not considered personal information in certain jurisdictions.

3. Personal information collected by Wholesale Express

(a) Information provided by you

Wholesale Express collects and retains all information you voluntarily provide through the Wholesale Express services.

(b) Information automatically collected

Wholesale Express automatically collects and retains certain types of information about your use of Wholesale Express services, including information about your interaction with content and services offered through Wholesale Express services.

4. Purposes for which Wholesale Express uses your personal information

Wholesale Express uses your personal information only for the purposes described below:

• To communicate with you about your transactions through Wholesale Express services, your applications, arbitration requests and your use of Wholesale Express services
• To process and respond to your suggestions, comments, requests and requests and to administer your relationship with Wholesale Express
• To provide you with information regarding upcoming events, auctions and activities
• To facilitate transactions and to process auctions, payments and transportation of vehicles and services transacted through Wholesale Express services
• To customize and enhance your auction experience
• To create and manage your account with Wholesale Express
• To process registration requests and related documentation required to become a Client with Wholesale Express
• In cases where Wholesale Express has a legal obligation to collect and use your personal information
• For the recovery of any amounts owed by Clients to Wholesale Express
• To verify and assess your credit worthiness
• To ensure that only Clients duly registered and authorized by Wholesale Express use Wholesale Express services
• To develop, deliver and improve Wholesale Express products, services and advertising
• To prevent and detect fraud and abuse in order to protect the security of Wholesale Express Clients and its subsidiaries

5. Disclosure of Personal Information

(a) Affiliates

Wholesale Express and its affiliates may share your personal information with each other and use it in connection with their business relationship with you to provide products and services, in accordance with this Privacy Policy.

(b) Service Providers

Wholesale Express may disclose your Personal Information to its suppliers and service providers for the purpose of providing Wholesale Express with, but not limited to, products and services, payment processing, Client communication, data processing and management, marketing, advertising, fraud detection, address verification and tax services to assist Wholesale Express in using your personal information in accordance with this Privacy Policy, including the processing of transactions and payments, to process transportation and to provide services to Clients. Wholesale Express asks its service providers to agree to use your personal information only for the purposes for which it is provided and to protect the confidentiality of your personal information in accordance with this Wholesale Express Policy confidentiality.

(c) Other Cases

Wholesale Express may disclose your personal information when there are disclosure obligations under applicable laws, including subpoena requirements, mandates or court or arbitration orders or disclosure obligations in legal proceedings. Wholesale Express may also disclose your personal information if it reasonably believes that disclosure is necessary or justified for reasons of national security, policing or other matters of public importance. Wholesale Express may also disclose your personal information in other cases required by the Act or where authorized by the Act in the course of a judicial inquiry or if Wholesale Express reasonably considers that disclosure is necessary or appropriate to protect or implement legal rights, the interests and remedies of Wholesale Express or to protect the activities, operations or Clients of Wholesale Express or other persons, including but not limited to, to detect and prevent fraud or to prevent violations of the terms and conditions of use of Wholesale Express online services. Wholesale Express may disclose your personal information as part of a proposed or completed transaction, such as a business reorganization, a merger or acquisition or as part of the sale of certain or all Wholesale Express assets or businesses, including, but not limited to, a bankruptcy proceeding, but Wholesale Express will require recipients of the information to agree to protect the confidentiality of your personal information in a manner consistent with this Privacy Policy.

6. Retention, location and protection of your personal information

Wholesale Express retains your personal information for the period required for the purposes described in this Privacy Policy or for a longer retention period if required or permitted by the Act. Wholesale Express shall take reasonable security measures, including, but not limited to, administrative, technical and physical measures appropriate to the nature of the personal information in its possession or under its control to protect it from access, collection, use, unauthorized disclosure and to protect against similar risks. It is important that you prevent unauthorized access to your password and to your computers, devices, applications and mobile applications. Be sure to log off when you have finished using a shared computer, device or application.

7. Use and disclosure of your non-personal information

Your non-personal information may be used, transferred and disclosed as part of the activities and services offered by Wholesale Express.

8. Links to external third-party websites

Please note that Wholesale Express online services may contain links to other websites not affiliated with Wholesale Express. Wholesale Express has no control over these websites or their privacy practices, which may differ from those of Wholesale Express online services. This Privacy Policy cannot and does not apply to an external website. Wholesale Express does not endorse or represent third party websites. Personal information that you choose to provide to third parties is not covered by this Privacy Policy. You are encouraged to consult the privacy policy of any company or website before submitting personal information. Third parties may choose to share their personal information with Wholesale Express; Such sharing is subject to this third party’s privacy policy.

9. Transparency

Wholesale Express undertakes to make available to its Clients the specific information directly related to this Privacy Policy and the management of your personal information. Clients may, upon request, be informed of the collection, use and disclosure of their personal information, and may have access to that information. Clients can also challenge the accuracy of the information in question and request that it be amended.

10. Changes to the Privacy Policy

Wholesale Express reserves the right to amend this Privacy Policy at any time and in its sole discretion. Wholesale Express encourages you to consult the Privacy Policy periodically to be informed about how Wholesale Express protects your information and to be advised of any changes to the Privacy Policy. Your use of the Wholesale Express Online Services following the posting of an amended version of the Privacy Policy constitutes your consent to be subject to these changes. Any change to this Privacy Policy is effective immediately after being posted online by Wholesale Express.

PURCHASE TERMS & CONDITIONS

TERMS & CONDITIONS OF PURCHASE (REV. May 2023)

1. APPLICABILITY

These terms and conditions of purchase (these “Terms”) shall govern the purchase of any vehicle (“Vehicle”) by 13517985 Canada Inc (d.b.a Wholesale Express) (“Purchaser”) from the seller named on the applicable Contract (as defined below) (“Vendor”).

2. MERCHANT’S SALE CONTRACT

The accompanying merchant’s sale contract (the “Contract”) and these Terms comprise the entire agreement between the parties with respect to the subject matter hereof upon any of the following: (a) Vendor’s acceptance of the Contract; (b) Vendor’s commencement of performance; (c) Vendor’s receipt of any payment under the Contract; or (d) Vendor’s failure to deliver written notice of rejection to Purchaser within three (3) days of receipt of the Contract. All specifications and other data expressly set out to in the Contract form part of the agreement between the parties.

3. PURCHASER POLICIES AND PROCEDURES

Purchaser’s current terms and conditions regarding auction activities (“Auction Terms”) available on Purchaser’s website are implied and incorporated herein by reference. Upon any of the events described in items (a), (b), (c) or (d) of Section 2 above, Vendor expressly agrees to be bound by such Auction Terms, including without limitation, the “Vendor Disclosure Obligation” set forth therein.

4. AMENDMENTS

No amendment, modification or waiver of any of these Terms shall be effective against Purchaser except as shall be set forth in writing signed by Purchaser’s authorized representative.

5. VENDOR IDENTITY

Purchaser and Vendor expressly waive the application of Article 1760 of the Civil Code of Québec for any transaction entered into in the Province of Québec and waive the application of any legal provision of a similar law or regulation in any jurisdiction in outside the Province of Québec.

6. PRICES EXCLUDE TAXES

All prices stated in the Contract are exclusive of any applicable federal, provincial, and local taxes, customs, tariffs and duties (“Taxes”). Purchaser acknowledges and agrees that it shall be solely responsible for the payment of any and such Taxes imposed by relevant tax authorities, including any interest or penalties assessed thereon, in connection with the purchase of the Vehicle(s) under the Contract. In the event that Purchaser is eligible for a sales tax exemption, Purchaser shall promptly provide Vendor with the necessary and valid exemption certificate(s) as required by the applicable laws and regulations.

7. DELIVERY AND RISK OF LOSS

Vendor shall deliver the Vehicle(s) to the address specified in the Contract (the “Delivery Point”) and on the date(s) specified in the Contract or as otherwise agreed in writing by the parties (the “Delivery Date”). Vendor shall provide advance notice to Purchaser promptly if the Vehicle(s) will be delivered late.

All documents required and necessary to enable the transfer of ownership of the Vehicle(s) to Purchaser (the “Registration Documents”) must be provided by Vendor within seventy-two (72) hours of the execution of the Contract. Purchaser retains the right to withhold the payment of the purchase price until the Registration Documents for the Vehicle(s) have been provided by the Vendor. Upon receipt of the Registration Documents, execution of the Contract and payment of the purchase price in full, ownership and title to the Vehicle(s) shall be transferred to Purchaser.

Except as otherwise mutually agreed by the parties, Vendor shall comply with the instructions given by Purchaser in connection with delivery of the Vehicle(s) to Purchaser. All risk of loss and deterioration of the Vehicle(s) shall be with and assumbed by the Vendor, even in the event of force majeure, until delivery of the Vehicles to the Purchaser in accordance with Purchaser’s instructions and only then shall the Purchaser be responsible for any loss or for damages to the Vehicle(s).

8. INVESTIGATIONS

Purchaser will cooperate without restriction in any investigation carried out by regulatory, governmental and police authorities (collectively “Investigative Authorities”). Vendor hereby authorizes Purchaser to respond to any reasonable request from all Investigative Authorities to provide any documents and information concerning Vendor personally or its business or business history. Any Vehicle in the custody or control of Purchaser may be subject to inspection by the Investigative Authorities without notice.

9. INSPECTION; ACCEPTANCE; REJECTION

Without limiting the foregoing, Vendor hereby grants to Purchaser the right, upon written request, to inspect the Vehicle(s) before shipment to Purchaser. All Vehicles will be subject to final inspection and acceptance by Purchaser at its facility or at Vendor’s facility, at Purchaser’s discretion, notwithstanding any prior payment that may be made by Purchaser. Acceptance of the Vehicle(s) by Purchaser will not alter or affect the warranties of Vendor set forth in Article 12. Vendor shall repair or replace the nonconforming Vehicle(s) found by Purchaser at or after delivery or otherwise credit Purchaser for the nonconforming/rejected/returned Vehicle(s) (in accordance with Purchaser’s reasonable instructions), and pay Purchaser’s costs for the returning rejected Vehicle(s) or sorting or reworking Purchaser’s nonconforming Vehicle(s). In the event that Purchaser incurs additional costs as a result of or in connection with a delivery delay or delivery of the nonconforming Vehicle(s), Vendor shall reimburse Purchaser for all of its costs and expenses.

10. HAZARDOUS CONDITIONS; PRODUCT RECALL

In the event that Vendor or Purchaser learns of any potential safety hazard or unsafe condition relating to or involving any of the Vehicle(s) hereunder, it shall immediately advise the other party. The parties shall cooperate in communicating with the public and governmental agencies and will address and, if necessary, correct any such condition that is found to exist to or cause by the Vehicle(s) at Vendor’s sole cost and expense.

In the event (a) Vendor, Purchaser, or any governmental agency or court having jurisdiction over the Vehicle(s) or these Terms determines that any Vehicles or any part thereof contains a defect or serious quality or performance deficiency, or (b) any Vehicle(s) is/are not in compliance with its/their published specifications or Purchaser’s standards and requirements communicated in writing to Vendor in a Contract, such that in Purchaser’s sole discretion such Vehicle(s) should be reworked or recalled, Vendor shall undertake all corrective actions, including those required to meet all obligations imposed by law, regulations, or orders, and shall file all necessary papers, corrective action programs, and other related documents. Vendor shall be responsible for all matters and costs associated with the recall of the Vehicle(s), including but not limited to: (i) customer notification and contact; (ii) all expenses and losses incurred by Purchaser in connection with the recall, including but not limited to refunds to customers, lost profits, transportation costs, and all other costs associated therewith; and (iii) initial contact and report of the recall to any government agency having jurisdiction over the affected products.

If a government agency initiates any inquiry or investigation relating to the Vehicle(s) or similar Vehicle(s) supplied by Vendor, Vendor shall notify Purchaser immediately thereof and take reasonable steps to resolve the matter without exposing Purchaser to any liability or risk.

In the event of a conflict between the terms of this Article 10 and any other terms of these Terms, the provisions of this Article 10 shall govern.

Purchaser and Vendor shall consult with each other prior to making any statement to the public or to any governmental agency concerning issues related to any potential safety hazard or unsafe condition involving any of the Vehicle(s) provided hereunder, except in circumstances in which a failure to do so would prevent the timely notification which may be required to be given under any applicable law or regulation. In connection with any such potential safety hazards or unsafe conditions involving any of the Vehicle(s), Vendor agrees not to, directly or indirectly, disclose, communicate, or publish any disparaging, negative, harmful, or disapproving information, communications, statements, or comments, of any kind or nature whatsoever, concerning or related to Purchaser Group. For purposes of these Terms, “Purchaser Group” shall mean (a) Purchaser, (b) Purchaser’s parent, subsidiary and affiliated companies, and (c) in each of (a) and (b), their respective partners, agents, officers, directors, employees, representatives, insurers, contractors (other than Vendor) and subcontractors, distributors, successors and assigns.

11. INSURANCE

Vendor shall at all times, maintain commercial general liability insurance with a reputable and financially responsible insurance, as requested by Purchaser and other insurances as requested by applicable law. If Vendor fails to adhere to the requirements of this Article 11, Purchaser may order any such insurance and charge the cost thereof to Vendor, which amount shall be due and payable by Vendor upon demand by Purchaser. Vendor’s insurance obligations are not subject to any limitation of liability.

12. REPRESENTATIONS AND WARRANTIES

Vendor represents, warrants and covenants to Purchaser that the Vehicle(s), shall (a) be free from defects in design, workmanship, and materials including such defects as could cause bodily injury or death, or create a hazard to life or injury or damage to property, and be free from hazardous substances, (b) be of good quality and in good condition (safe, with normal wear and tear, as the case may be), (c) perform in accordance with Vendor’s or manufacturer’s published specifications or Purchaser’s standards and requirements communicated in writing to Vendor in the Contract, (d) conform to Vendor’s or manufacturer’s published specifications or Purchaser’s standards and requirements communicated in writing to Vendor in the Contract; and (e) possess all performance qualities and characteristics provided for in these Terms, represented by Vendor to Purchaser, or claimed in advertisements or printed materials issued by or authorized by Vendor. Vendor also represents and warrants to Purchaser that all Vehicles supplied under these Terms will be in compliance with all applicable federal, provincial, and municipal laws, regulations, and ordinances. Vendor’s representations, warranties, and guarantees will survive the delivery of the Vehicle(s) to Purchaser, any resale of the Vehicle(s) by Purchaser. In the event of a breach of the warranties in this Article 12, Vendor shall repair or replace the Vehicle(s) or part thereof which is considered to be defective or pay the resulting costs. No additional charge will be accepted for repair, replacement or modification of the Vehicles if prior written authorization was not obtained from Vendor. Vendor further represents and warrants to Purchaser, without limitation as to time, that it has good and marketable title to all Vehicles free and clear of any lien, emcumbrance, hypothec and/or right of any kind and that after the purchase and sale of the Vehicle(s), Purchaser will have good, valid and marketable title to the Vehicle(s) it has purchased from Vendor.

13. DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED HEREIN, VENDOR HEREBY DISCLAIMS AND MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED BY STATUTE, USAGE, CUSTOM OF THE TRADE OR OTHERWISE WITH RESPECT TO THE VEHICLES SUPPLIED BY VENDOR HEREIN OR PURSUANT HERETO, INCLUDING BUT NOT LIMITED TO, WARRANTIES, CONDITIONS, OR REPRESENTATIONS OF NON-INFRINGEMENT IN RESPECT OF ANY VEHICLE.

14. PASS-THROUGH RIGHTS

Vendor hereby assigns and passes through to Purchaser, and Purchaser shall have the benefit of, all rights it obtains under representations, warranties, service agreements and indemnities given by its third-party manufacturers, Vendors, distributors, subcontractors in connection with any third-party products and warranties provided by Vendor pursuant to these Terms to the extent permitted by the applicable manufacturers, Vendors, distributors, subcontractors. To the extent that such representations, warranties, service agreements and indemnities are not assignable by Vendor, Vendor agrees that Purchaser may assert or enforce any right Vendor may have to enforce such warranties, representations, service agreements, and indemnities, or if such can only be enforced by Vendor under its own name, upon written request by Purchaser, Vendor shall take all reasonable action requested by Purchaser to enforce such warranties.

15. INDEMNITY

Vendor shall defend, shall release, relinquish, and discharge, and shall indemnify, save, and hold harmless Purchaser Group from and against any and all actions, claims, costs (including without limitation, costs of investigation, litigation, and court costs), damages, demands, fines, interest, judgments, liabilities, losses, penalties, proceedings, suits (including appeal), and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Claims”). Claims that are brought by or on behalf of any person or entity, that arise out of, relate to, or are connected with these Terms or the performance hereof, including without limitation, Claims alleging: (i) the personal injury, bodily injury, illness, or death of any person; (ii) damage to, loss of, or loss of use of any property; (iii) violation of any governmental laws, regulations, ordinances, permits, licenses, or orders; or (iv) infringement, dilution, misappropriation, or other violation of the copyright, trade secret, trademark, trade dress, service mark, patent or any other proprietary right (including without limitation, moral, termination, privacy, or personality rights) of any person or entity associated with Purchaser Group’s use, possession, or sale of the Vehicle(s); or (v) the design, manufacture, sale, recall, distribution or use of the Vehicles. THE DEFENSE AND INDEMNITY OBLIGATIONS CONTAINED IN THIS ARTICLE SHALL APPLY EVEN IF CAUSED, IN WHOLE OR IN PART, BY THE JOINT, OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, WHETHER PASSIVE OR ACTIVE, OF ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO THE PURCHASER GROUP.

Purchaser’s liability on any claim of any kind for loss or damage arising out of or in connection with or resulting from the Contract and these Terms or from performance or breach thereof shall be equal to the price allocable to the Vehicle(s) minus 10% per month, from the date of purchase of such Vehicle(s). Purchaser shall not be liable for penalties of any description. Any action resulting from any Purchaser’s breach of these Terms or the Contract or any other breach of contract claim or any other breach on the part of Purchaser as to the Vehicle(s) and/or services delivered hereunder must be commenced by Vendor within one (1) year after the cause of action has occurred.

IN NO EVENT WILL A PARTY OR IT’S OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Vendor shall have no obligation hereunder to defend, release, relinquish, discharge, indemnify, save and hold harmless Purchaser Group with respect to Claims related to (i) any modifications of the Vehicle(s) by Purchaser; or (ii) compliance by Vendor with Purchaser specifications which Vendor had no reason to know were infringing on a third-party’s intellectual property; or (iii) incorporating to the Vehicle(s) a design or modification at Purchaser’s request.

16. ASSIGNMENT

Notwithstanding anything to the contrary to these Terms, Purchaser shall have the right to assign or transfer these Terms, or its interest therein, without the prior written consent of Vendor, and without additional payment to Vendor, to any parent entity of Purchaser or any of their respective subsidiaries or affiliates or to any entity acquiring all or substantially all of the assets or equity interests of Purchaser; provided that Purchaser shall remain liable for performing all of its obligations hereunder. In addition, notwithstanding anything to the contrary in these Terms, a direct or indirect change of control (whether by merger or otherwise) of any parent entity of Purchaser a sale of all or substantially all of the assets of any parent entity of Purchaser shall not be deemed an assignment of these Terms for any reason, and no notice to Vendor shall be required upon the consummation of any such transaction.

Vendor may not assign these Terms or any rights obtained hereunder or delegate or subcontract any duty of performance owed by Vendor hereunder without the prior written approval of Purchaser. Any assignment made in contravention of this Article shall be null and void for all purposes.

17. INDEPENDENT CONTRACTORS

It is expressly agreed that Vendor and Purchaser shall be independent contractors and that the relationship between them shall not constitute a partnership, joint venture or agency. Neither party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other party, without the prior written consent of such other party.

18. GOVERNING LAW AND JUDICIAL PROCEEDINGS

These Terms, the Contract and the relationship between the parties contemplated hereby shall be governed by, interpreted and enforced in accordance with the laws of Province of Québec and the federal laws of Canada applicable therein. Any legal proceedings that may be instituted by Purchaser or Vendor in connection with these Terms or the Contract shall be held exclusively before the courts sitting in the judicial district of Saint-Hyacinthe, Province of Québec.

19. CANCELLATION

Purchaser may cancel the Contract and Vendor’s performance thereunder immediately upon (i) an error or omission in the description, statements, price or any other element relating to the Vehicle(s); (ii) a breach of these Terms; (iii) Vendor’s insolvency; (iv) filing of a voluntary petition in bankruptcy by Vendor; (v) filing of an involuntary petition in bankruptcy against Vendor; (vi) appointment of a receiver or trustee for Vendor; (vii) execution or assignment for the benefit of creditors by Vendor; or (vi) taking into account all the circumstances, Purchaser deems that it is just and reasonable to do so. In all cases of cancellation, the Vendor undertakes to reimburse Purchaser immediately for the sale price paid, disbursed or advanced by Purchaser.

20. NOTICES

Any notice or other communication from one party to the other party shall be made in writing, delivered personally (by hand delivery or by courier) or delivered by a reputable overnight courier service, sent via next-day delivery method. Any notice or other communication made by one Party to the other Party shall be deemed to be received by the receiving Party, if delivered by hand or by courier, on the day on which it is delivered at that Party’s address.

21. REMEDIES

Except as otherwise provided in these Terms, the remedies set forth in these Terms are not exclusive, and either party shall be entitled alternatively or cumulatively to damages for breach of these Terms or to any other remedy available under applicable law.

22. COUNTERPARTS

These Terms may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be considered to constitute one and the same instrument. Counterparts may be executed either in original or electronic form and the parties shall adopt any signatures received by electronic means as original signatures of the parties.

23. LANGUAGE

These Terms and its exhibits are in the English language. In any dispute, the English-language Terms shall prevail over any versions of these Terms translated into any other language. The Vendor hereby acknowledges and agrees that a French version of these Terms was first presented to it, and hereby confirm its preference to enter into and execute the English version of these Terms and to have all documents relating to it, including the Contract and related exhibits and notices, drawn up in English.

24. TIME IS OF THE ESSENCE

Time is of the essence in the performance of Vendor’s obligations pursuant to these Terms and the Contract.

TERMS & CONDITIONS OF SALE (REV. May 2023)

1. APPLICABILITY

These terms and conditions of sale (these “Terms”) shall govern the sale of any vehicle (“Vehicle”) by 13517985 Canada Inc. (d.b.a Wholesale Express) (“Vendor”) to the purchaser named on the applicable Contract (“Purchaser”).

2. MERCHANT’S SALE CONTRACT

The accompanying merchant’s sale contract (the “Contract”) and these Terms comprise the entire agreement between the parties with respect to the subject matter hereof upon any of the following: (a) Purchaser’s receipt of the Contract; (b) Purchaser’s commencement of performance; (c) Purchaser’s acceptance of the Vehicle(s); or (d) Purchaser’s failure to deliver written notice of rejection to Vendor within three (3) days of receipt of the Vehicle(s). All specifications and other data expressly set out in the Contract form part of the agreement between the parties.

3. VENDOR POLICIES AND PROCEDURES

Purchaser acknowledges and agrees to comply with Vendor’s current terms and conditions regarding auction activities (“Auction Terms”) available on Vendor’s website, which are implied and incorporated herein by reference. Upon any of the events described in items (a), (b), (c) or (d) of Section 2 above, Purchaser expressly agrees to be bound by such Auction Terms.

4. AMENDMENTS

No amendment, modification or waiver of any of these Terms shall be effective against Vendor except as shall be set forth in writing signed by Vendor’s authorized representative.

5. VENDOR IDENTITY

Vendor and Purchaser expressly waive the application of Article 1760 of the Civil Code of Québec for any transaction entered into in the Province of Québec and waive the application of any legal provision of a similar law or regulation in any jurisdiction in outside the Province of Québec.

6. PRICES EXCLUDE TAXES

All prices stated in the Contract are exclusive of any applicable federal, provincial, and local taxes, customs, tariffs and duties (“Taxes”). Purchaser acknowledges and agrees that it shall be solely responsible for the payment of any and all such Taxes imposed by relevant tax authorities, including any interest or penalties assessed thereon, in connection with the purchase of the Vehicle(s) under the Contract. In the event that Purchaser is eligible for a sales tax exemption, Purchaser shall promptly provide Vendor with the necessary and valid exemption certificate(s) as required by the applicable laws and regulations.

7. DELIVERY AND RISK OF LOSS

Vendor shall deliver the Vehicle(s) to the address specified in the Contract (the “Delivery Point”) and on the date(s) specified in the Contract or as otherwise agreed in writing by the parties (the “Delivery Date”). Vendor shall provide advance notice to Purchaser promptly if the Vehicle(s) will be delivered late.

All documents required and necessary to enable the transfer of ownership of the Vehicle(s) to Purchaser (the “Registration Documents”) must be provided by Vendor within seventy-two (72) hours of the execution of the Contract. Upon receipt of the Registration Documents, execution of the Contract and payment of the purchase price in full, ownership and title to the Vehicle(s) shall be transferred to Purchaser. Purchaser assumes all risk of loss and deterioration of the Vehicle(s) and is fully responsible for any damage suffered, even in the event of force majeure, once the Vehicle(s) are delivered to Purchaser.

If payment in full is not made within three (3) days from the Delivery Date, Vendor may consider that Purchaser is clearly demonstrating its intention to not respect its obligations under these Terms, thereby putting itself in default by the sole operation of law, and Vendor may repossess the Vehicle(s). The sale will then be rightfully rendered null and void. Without prejudice to the rights of the Vendor and the remedies available to it under applicable laws, Vendor shall be able to repossess the Vehicle(s) without judicial proceedings, to sell them, and claim from Purchaser any difference between the amount obtained at the time of resale and the total purchase price indicated, to which may be added collection charges and damages to compensate for Purchaser’s delay in executing the Contract, equivalent to 10% of the amount obtained at the time of resale, subject to the Vendor’s right to claim any other justifiable damages.

8. INVESTIGATIONS

Vendor will cooperate without restriction in any investigation carried out by regulatory, governmental and police authorities (collectively “Investigative Authorities”). Purchaser hereby authorizes Vendor to respond to any reasonable request from all Investigative Authorities to provide any documents and information concerning Purchaser personally or its business or business history. Any Vehicle in the custody or control of Vendor may be subject to inspection by the Investigative Authorities without notice.

9. HAZARDOUS CONDITIONS; PRODUCT RECALL

Subject to Section 11 hereof, in the event that Vendor or Purchaser learns of any potential safety hazard or unsafe condition relating to or involving any of the Vehicle(s) hereunder, it shall immediately advise the other party. The parties shall cooperate in communicating with the public and governmental agencies and will address and, if necessary, Purchaser shall correct any such condition that is found to exist to or cause by the Vehicle(s).

In the event (a) Vendor, Purchaser, or any governmental agency or court having jurisdiction over the Vehicle(s) or these Terms determines that any Vehicle or any part thereof contains a defect or serious quality or performance deficiency, or (b) any Vehicle is not in compliance with its published specifications or Vendor’s standards and requirements communicated in writing to Purchaser in a Contract, such that in Vendor’s sole discretion such Vehicle(s) should be reworked or recalled, Purchaser shall undertake all corrective actions, including those required to meet all obligations imposed by law, regulations, or orders, and shall file all necessary papers, corrective action programs, and other related documents. Purchaser shall be responsible for all matters and costs associated with the recall of the Vehicle(s), including but not limited to: (i) customer notification and contact; (ii) all expenses and losses incurred by Purchaser in connection with the recall, including but not limited to refunds to customers, lost profits, transportation costs, and all other costs associated therewith; and (iii) initial contact and report of the recall to any government agency having jurisdiction over the affected products.

If a government agency initiates any inquiry or investigation relating to the Vehicle(s) or similar Vehicle(s) supplied by Vendor, Purchaser shall notify Vendor immediately thereof and take reasonable steps to resolve the matter.

In the event of a conflict between the terms of this Article 9 and any other terms of these Terms (except section 11), the provisions of this Article 9 shall govern. Article 11 shall prevail over Article 9.

Purchaser and Vendor shall consult with each other prior to making any statement to the public or to any governmental agency concerning issues related to any potential safety hazard or unsafe condition involving any of the Vehicle(s) provided hereunder, except in circumstances in which a failure to do so would prevent the timely notification which may be required to be given under any applicable law or regulation. In connection with any such potential safety hazards or unsafe conditions involving any of the Vehicle(s), Purchaser agrees not to, directly or indirectly, disclose, communicate, or publish any disparaging, negative, harmful, or disapproving information, communications, statements, or comments, of any kind or nature whatsoever, concerning or related to Vendor Group. For purposes of these Terms, “Vendor Group” shall mean (a) Vendor, (b) Vendor’s parent, subsidiary and affiliated companies, and (c) in each of (a) and (b), their respective partners, agents, officers, directors, employees, representatives, insurers, contractors (other than Purchaser) and subcontractors, distributors, successors and assigns.

10. INSURANCE

Purchaser shall at all times, maintain commercial general liability insurance with a reputable and financially responsible insurance, as requested by Vendor and other insurances as requested by applicable law. If Purchaser fails to adhere to the requirements of this Article 11, Vendor may order any such insurance and charge the cost thereof to Purchaser, which amount shall be due and payable by Purchaser upon demand by Vendor. Purchaser’s insurance obligations are not subject to any limitation of liability.

11. REPRESENTATIONS AND WARRANTIES

Vendor represents and warrants that it has good and marketable title to Vehicle(s) sold for $10,000 or more hereunder. Such Vehicle(s) will be transferred to Purchaser free and clear of all liens, encumbrances, hypothecs, obligations and/or rights except as otherwise provided in the Contract.

Vendor makes no representations or warranties of any kind, express or implied, as to the condition, quality, or fitness for any particular purpose of Vehicle(s) sold “AS IS” pursuant to the Contract. Purchaser acknowledges and agrees that: (a) a Vehicle labeled “AS IS” is sold without any warranty from Vendor and is at Purchaser’s own risk; (b) Vendor has not examined the Vehicle(s) labeled “AS IS” and shall not be responsible for any defects or issues that arise with the Vehicle(s); (c) the purchase price of the Vehicle(s) sold “AS IS” takes into consideration that they may be affected by latent defects that could diminish or change their usefulness, or render them unsuitable for their intended purpose; (d) Purchaser operates a business that includes the sale or repair of vehicles, and is therefore knowledgeable about the risk inherent to and the condition of the Vehicle(s) being purchased “AS IS”; and (e) Purchaser agrees to be bound by these Terms, including the disclaimer of warranties, and acknowledges that Vendor does not guarantee the value of the Vehicle(s) sold.

12. DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED HEREIN, VENDOR HEREBY DISCLAIMS AND MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED BY STATUTE, USAGE, CUSTOM OF THE TRADE OR OTHERWISE WITH RESPECT TO THE VEHICLES SUPPLIED BY VENDOR HEREIN OR PURSUANT HERETO, INCLUDING BUT NOT LIMITED TO, WARRANTIES, CONDITIONS, OR REPRESENTATIONS OF NON-INFRINGEMENT IN RESPECT OF ANY VEHICLE.

VEHICLES SOLD “AS IS” ARE SOLD AT PURCHASER’S OWN RISK AND WITHOUT ANY WARRANTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, STATE, OR LOCATION. VENDOR HEREBY DISCLAIMS AND MAKES NO REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED BY STATUTE, USAGE, CUSTOM OF THE TRADE OR OTHERWISE WITH RESPECT TO THE VEHICLES SOLD “AS IS” HEREIN OR PURSUANT HERETO, INCLUDING BUT NOT LIMITED TO, WARRANTIES, CONDITIONS, OR REPRESENTATIONS OF NON-INFRINGEMENT IN RESPECT OF ANY VEHICLE SOLD “AS IS”.

13. INDEMNITY

Purchaser shall defend, shall release, relinquish, and discharge, and shall indemnify, save, and hold harmless Vendor Group from and against any and all actions, claims, costs (including without limitation, costs of investigation, litigation, and court costs), damages, demands, fines, interest, judgments, liabilities, losses, penalties, proceedings, suits (including appeal), and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Claims”). Claims that are brought by or on behalf of any person or entity, that arise out of, relate to, or are connected with these Terms or the performance hereof, including without limitation, Claims alleging: (i) the personal injury, bodily injury, illness, or death of any person; (ii) damage to, loss of, or loss of use of any property; (iii) violation of any governmental laws, regulations, ordinances, permits, licenses, or orders; or (iv) infringement, dilution, misappropriation, or other violation of the copyright, trade secret, trademark, trade dress, service mark, patent or any other proprietary right (including without limitation, moral, termination, privacy, or personality rights) of any person or entity associated with Vendor Group’s use, possession, or sale of the Vehicle(s); or (v) the design, manufacture, sale, recall, distribution or use of the Vehicle(s). THE DEFENSE AND INDEMNITY OBLIGATIONS CONTAINED IN THIS ARTICLE SHALL APPLY EVEN IF CAUSED, IN WHOLE OR IN PART, BY THE JOINT, OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, WHETHER PASSIVE OR ACTIVE, OF ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO THE VENDOR GROUP.

Vendor’s liability on any Claim of any kind for loss or damage arising out of or in connection with or resulting from the sale of any Vehicle pursuant to the Contract and these Terms or from performance or breach thereof shall be equal to the price allocable to the Vehicle(s) minus 10% per month, from the date of purchase of such Vehicle(s). Vendor shall not be liable for penalties of any description. Any action resulting from any Vendor’s breach of these Terms or the Contract or any other breach of contract claim or any other breach on the part of Vendor as to the Vehicle(s) and/or services delivered hereunder must be commenced by Purchaser within one (1) year after the cause of action has occurred.

Notwithstanding the foregoing, Vendor’s liability on any Claim of any kind for loss or damage arising out of or in connection with or resulting from the sale of any Vehicle sold “AS IS” pursuant to the Contract and these Terms or from performance or breach thereof shall be equal to $0.00. Vendor shall not be liable for penalties of any description.

IN NO EVENT WILL A PARTY OR IT’S OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Vendor shall have no obligation hereunder to defend, release, relinquish, discharge, indemnify, save and hold harmless Purchaser with respect to Claims related to (i) any modifications of the Vehicle(s) by Purchaser; or (ii) compliance by Vendor with Purchaser’s specifications which Vendor had no reason to know were infringing on a third-party’s intellectual property; or (iii) incorporating to the Vehicle(s) a design or modification at Purchaser’s request.

14. ASSIGNMENT

Notwithstanding anything to the contrary to these Terms, Vendor shall have the right to assign or transfer these Terms, or its interest therein, without the prior written consent of Purchaser, and without additional payment to Purchaser, to any parent entity of Vendor or any of its respective subsidiaries or affiliates or to any entity acquiring all or substantially all of the assets or equity interests of Vendor; provided that Vendor shall remain liable for performing all of its obligations hereunder. In addition, notwithstanding anything to the contrary in these Terms, direct or indirect change of control (whether by merger or otherwise) of any parent entity of Vendor or a sale of all or substantially all of the assets of any parent entity of Vendor shall not be deemed an assignment of these Terms for any reason, and no notice to Purchaser shall be required upon the consummation of any such transaction.

Purchaser may not assign these Terms or any rights obtained hereunder or delegate or subcontract any duty of performance owed by Purchaser hereunder without the prior written approval of Vendor. Any assignment made in contravention of this Article shall be null and void for all purposes.

15. INDEPENDENT CONTRACTORS

It is expressly agreed that Vendor and Purchaser shall be independent contractors and that the relationship between them shall not constitute a partnership, joint venture or agency. Neither party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other party, without the prior written consent of such other party.

16. GOVERNING LAW AND JUDICIAL PROCEEDINGS

These Terms, the Contract and the relationship between the parties contemplated hereby shall be governed by, interpreted and enforced in accordance with the laws of Province of Québec and the federal laws of Canada applicable therein. Any legal proceedings that may be instituted by Purchaser or Vendor in connection with these Terms or the Contract shall be held exclusively before the courts sitting in the judicial district of Saint-Hyacinthe, Province of Québec.

17. CANCELLATION

Vendor may cancel the Contract and Purchaser’s performance thereunder immediately upon (i) an error or omission in the description, statements, price or any other element relating to the Vehicle(s); (ii) a breach of these Terms; (iii) Purchaser’s insolvency; (iv) filing of a voluntary petition in bankruptcy by Purchaser; (v) filing of an involuntary petition in bankruptcy against Purchaser; (vi) appointment of a receiver or trustee for Purchaser; (vii) execution or assignment for the benefit of creditors by Purchaser; or (vi) taking into account all the circumstances, Vendor deems that it is just and reasonable to do so. In all cases of cancellation, Purchaser undertakes to surrender the Vehicle(s) to Vendor upon reimbursement of the sale price of the Vehicle(s), which vehicle must be in the same condition as it was at the time of sale. In the event that Purchaser fails to surrender the Vehicle(s), Vendor may commence legal proceedings against Purchaser to repossess and/or seize the Vehicle(s), in order to deliver it to Vendor, with Purchaser waiving any remedy, claims and/or actions against Vendor.

18. NOTICES

Any notice or other communication from one party to the other party shall be made in writing, delivered personally (by hand delivery or by courier) or delivered by a reputable overnight courier service, sent via next-day delivery method. Any notice or other communication made by one Party to the other Party shall be deemed to be received by the receiving Party, if delivered by hand or by courier, on the day on which it is delivered at that Party’s address.

19. REMEDIES

Except as otherwise provided in these Terms, the remedies set forth in these Terms are not exclusive, and either party shall be entitled alternatively or cumulatively to damages for breach of these Terms or to any other remedy available under applicable law.

20. COUNTERPARTS

These Terms may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be considered to constitute one and the same instrument. Counterparts may be executed either in original or electronic form and the parties shall adopt any signatures received by electronic means as original signatures of the parties.

21. LANGUAGE

These Terms and its exhibits are in the English language. In any dispute, the English-language Terms shall prevail over any versions of these Terms translated into any other language. The Purchaser hereby acknowledges and agrees that a French version of these Terms was first presented to it, and hereby confirm its preference to enter into and execute the English version of these Terms and to have all documents relating to it, including the Contract and related exhibits and notices, drawn up in English.

22. TIME IS OF THE ESSENCE

Time is of the essence in the performance of Purchaser’s obligations pursuant to these Terms and the Contract.