COVER LETTER For Motor Vehicle Retail Installment Contract Purchase Agreement

Transcription

1 COVER LETTER For Motor Vehicle Retail Installment Contract Purchase Agreement Dealership shall provide the following documents with the signed copy of this agreement: 1. Copy of License for Dealership with name matching the name printed on Agreement; 2. Signed copy of dealership agreement with Drivers license of Agent signing agreement 3. Identify and provide drivers license or passport for all agents listed on List of Authorized Agents page.

2 Motor Vehicle Retail Installment Contract Purchase Agreement This Agreement is entered into and between (Dealership name as it appears on license) located at,,, (Address of Dealership) (City) (State) by and through its authorized agent whose name appears on (Name of Agent Executing Contract) the signatures page (the Dealer ) and HONOR FINANCE LLC ( Honor Finance ) on this day in the month of, in the year. RECITALS Dealer sells motor vehicles on credit to buyers pursuant to retail installment contracts ( Contracts ). Dealer proposes to enter into contracts with buyers and sell and assign certain Contracts to Honor Finance from time to time. Dealer and Honor Finance agree as follows with respect to such Contracts: DEALER REPRESENTS AND WARRANTS THAT: 1. Dealer is properly licensed, bonded, and insured to conduct its business in the jurisdiction where sale occurs and to enter into retail installment contracts (hereinafter referred to as Contracts ) for the sale of automobiles; 2. Dealer has provided true and correct proof of licensure, bonding, and insurance and identified owners, agents, and officers who shall have the authority to execute contracts under this agreement. Their names, signatures, and proof of identifications shall be provided and submitted as part of this agreement and attached as List of authorized agents and incorporated into the agreement; 3. The executed Contracts will be offered for sale and assignment to Honor Finance; 4. Dealer shall have sole discretion to determine which Contracts it will offer to sell and assign to Honor Finance; 5. Contracts offered to Honor Finance shall represent bona fide credit sales of motor vehicles owned by Dealer, these vehicles shall be free and clear of all liens and encumbrances, and the sales will be for the amounts stated in the Contracts; 6. Dealer shall have made all disclosures to the Buyer required by law and in the manner required by law, and Dealer shall have complied with all applicable laws in entering into such Contracts. All other representations, warranties, and agreements made in or as part of the assignment of such Contracts shall also apply; 7. Honor Finance may purchase Contracts, which shall contain the minimum rates and satisfy the other criteria set forth in the Dealer Program sheet, which is incorporated by reference and made part of this Agreement and attached as Exhibit A ; All terms set forth in the Dealer Program sheet shall apply and be incorporated into this agreement; 8. Honor Finance shall have sole discretion to determine whether it will offer to purchase or purchase a particular Contract from Dealer and to determine the terms upon which it will offer to purchase such Contract; 9. The parties agree that the purchase of a contract will occur when Honor Finance forwards the funds to Dealer. Each purchased contract shall require Dealer to execute an assignment of the Contract in a form acceptable to Honor Finance; 10. Dealer unconditionally represents, warrants, and covenants, with respect to each Contract, and any other documents submitted to Honor Finance related to such Contract (collectively, the Contract Documents ) the following: a) To the best of Dealer s knowledge: (i) no statements made or furnished by Buyer, Dealer, or any other person are untrue or incomplete; (ii) any down payment has been paid by the Buyer to Dealer, and Buyer has not financed the down payment of the Vehicle; (iii) the mileage indicated on the odometer of the Vehicle is accurate; (iv) the Buyer who signs the Contract will be the primary user of the Vehicle; and (v) the Vehicle will not be rented, leased, or otherwise used for hire;

3 and (vi) Dealer has no knowledge of any facts which would impair the value or validity of either the Contract Documents, the Vehicle, to Vehicle or material fact which would affect the Contract or security interest; b) Dealer s authorized representatives, agents, or associates performing duties under this Agreement are authorized to do so and are authorized to execute all necessary documents on behalf of Dealer; c) Dealer has sold the Vehicle described in the Contract and the proceeds of the Contract are to be used to pay for such Vehicle and related items, including, but not limited to, Dealer s obligations, if any, to pay off the balances owed on any trade-in vehicle; d) The Vehicle is being sold only for the Dealer s benefit and is specifically not being sold on consignment for any third party; e) All signatures appearing in the Contract and all other documents sent to Honor Finance in relation to the Contract are authorized and genuine, Each Buyer has the legal capacity to enter into the Contract, and the Contract will not be subject to any defenses, counterclaims, or setoffs by Buyer against Dealer and all Contract Documents submitted to Honor Finance by Dealer are genuine and are the valid and binding obligation of the Buyer who executed the same and shall be enforceable against said Buyer in accordance with their terms; f) Dealer had indefeasible title to the Vehicle immediately prior to the purchase by Buyer, and the right and authority to sell the Vehicle to Buyer free and clear of all liens and encumbrances; g) Dealer shall vehicle in the State which the purchase is made, in the name of Buyer and list Honor Finance as the perfected lien holder; h) Dealer represents that all fees have been paid and all laws governing titles, and or the transfer of titles, in the State for which vehicle is titled have been complied with; i) Vehicle was manufactured for distribution in the United States and is not a gray market vehicle; j) Dealer has the authority to assign the Contract to Honor Finance free and clear of all liens and encumbrances; k) Dealer will secure and perfect for Honor Finance a security interest in the Vehicle free and clear of any lien or encumbrance within twenty (20) days after Buyer signs the Contract, and will deliver to Honor Finance written evidence satisfactory to Honor Finance of such security interest. Failure to supply proper Certificate of showing title with Honor as first lien holder and in customers name within this time shall constitute a breach and shall require Dealer to repurchase Contracts; l) The description of the Vehicle in the Contract is true, complete, and accurate, the Vehicle will be or has been duly delivered to and accepted without revocation by Buyer, and the Vehicle s title has never been designated as a salvage or otherwise impaired title; m) Insurance or other coverage provided or arranged by Dealer does not violate any applicable law or regulation and insurance documentation and rebates of unearned premiums, if any, will be delivered to Buyer within the time required by law; n) The Vehicle is insured by a company acceptable to Honor Finance against fire, theft, and collision or any other coverage required by law, Honor Finance is named as lien holder in said policy and Honor Finance is designated as loss payee in the insurance policy, o) Dealer shall provide Honor Finance with written evidence of such insurance policy as required in Paragraph (l) above within five (5) business days of contract being executed; p) Excluding manufacturer s rebates, no cash has been rebated by Dealer to Buyer; q) All other optional products provided or arranged by Dealer, including, without limitation, service contracts, GAP waiver coverage, and maintenance agreements are sold in compliance with all applicable laws and regulations. All required disclosures have been made to Buyer; and Dealer will pay any cancellation refunds received by Dealer from such products to Honor Finance; r) Dealer has provided Buyer, and each co-buyer, with a completed Contract and any other documents as required by applicable law, and Dealer has provide true and accurate information in the Contract; s) Dealer has not represented to Buyer that financing supplied by Honor Finance is more favorable than other financing available to Buyer when such is not true; t) Contracts entered into between the Dealer and Buyer are the complete agreement of the parties, no employee or any other representative, agent, or associate of Dealer has made any statements or representations to Buyer that conflicts with any term in the Contract or any other document received by Honor Finance from Dealer; u) Dealer will within five (5) business days forward to the proper authorities all federal, state and local fees and taxes, in connection with the contract and the sale of the Vehicle;

4 v) Dealer shall not charge Buyer for filing fees or other costs paid by Dealer to public officials to perfect Honor Finance s security interest in the vehicle, except where allowable by law, nor shall Dealer charge any additional fees, including but not limited to, documentary or processing charges, which Dealer would not incur in any cash transaction and shall not charge any fee unless otherwise permitted by law; w) Dealer has complied with all applicable federal, state, and local laws, including without limitation, the Federal Truth-In-Lending Act, the Federal Equal Credit Opportunity Act, applicable fair lending laws, the Fair Credit Reporting Act, Section of the Internal Revenue Code, Federal Trade Commission regulations, the USA Patriot Act, all Anti-Money Laundering and OFAC requirements, the Gramm-Leach-Bliley Act, and all other federal, state, and local consumer credit and consumer protection statutes as well as any other laws, regulations, and rules applicable to the Contract and the requirements of Honor Finance as set forth in communications of Honor Finance to Dealer; x) The sale price of the vehicle or any other goods or services related to any Contract have not been increased because of any discount buy down, subvention, premium, or other payment, directly or indirectly, made by Dealer to Honor Finance. y) To the extent that Dealer receives Nonpublic Personal Information ( NPI ) as defined in Section 509 of the Gramm-Leach-Bliley Act (P.L ), 15 U.S.C. Section 6809, and the regulations issued there under, Dealer agrees to use such NPI solely for the purposes for which it is provided to Dealer, and that Dealer will maintain appropriate physical, electronic, and procedural safeguards to store, dispose of, and secure NPI to protect it from unauthorized dissemination, access, or use. z) Dealer acknowledges and agrees that Honor Finance may record or monitor calls made between Honor Finance and Dealer. Dealer agrees to and represents that it has informed all of Dealer s personnel that Honor Finance may record all calls made between Honor Finance and Dealer and expressly agrees to allow recording of calls with Dealer s Personnel. For purposes of this Section, Dealer s personnel shall include but not be limited to Dealer, any independent contractors, agents, or representatives of Dealer, who may or may not be Dealer s employees, who are acting on behalf of Dealer in connection with the Contracts contemplated by this Agreement. 5. In the event that any representations, warranties, or covenants made by Dealer in connection with a Contract is breached or is untrue, or if Dealer has failed to perform any obligation it may have under the Contract, or if the Buyer asserts a claim for rescission, revocation, or any other claim asserted against Honor Finance that might adversely impact Honor Finance s rights or obligations under a Contract, or any claim is asserted against Honor Finance based on the Dealer s alleged actions, omissions, representations, misrepresentations, whether negligent or intentional, regardless of the merit of any alleged claim that is asserted (collectively, Dealer Breach ), Dealer shall: a) upon receipt of Honor Finance s demand, within five (5) business days purchase the Contract from Honor Finance and pay Honor Finance any or all of the following amounts at the election of Honor Finance: (1) the unpaid balance of the purchased Contract, (2) all losses and expenses incurred by Honor Finance as a result of such Dealer Breach, and (3) out-of-pocket expenses paid or incurred by Honor Finance in connection with the collection of any amount due under any such Contract, including reasonable attorneys fees and costs of litigation, whether by or against Honor Finance, and expenses incurred by third parties hired by Honor Finance with respect to repossessing, storing, repairing, and selling the Vehicle. If Dealer fails to pay such amount within ten (10) business days after Honor Finance s demand, Dealer shall also pay interest on the amount owed of 18% per annum. b) upon receipt of Honor Finance demand Dealer shall also immediately defend and indemnify Honor Finance for any losses and expenses, including reasonable attorneys fees and costs of litigation, suffered by Honor Finance in any judicial, administrative or other proceeding because of any claim or defense asserted against Honor Finance as a result of any Dealer Breach. 6. Upon Dealer s purchase of a Contract from Honor Finance, such contract shall be assigned and/or endorsed by Honor Finance to Dealer without recourse and without warranties of any kind and sent to Dealer, however, even after Dealer purchases a Contract back from Honor Finance, Dealer shall be obligated to continue defending and indemnifying Honor Finance from any and all claims filed or asserted against Honor Finance in accordance with this Section. 7. If Dealer breaches this Agreement in any other respect, even though it is not specifically identified herein, Dealer shall pay Honor Finance upon demand all losses and expenses incurred by Honor Finance as a result thereof, including reasonable attorneys fees and costs of litigation.

5 8. Unless otherwise stated in the Contract or documentation submitted by Dealer with the Contract there will be no recourse by Honor Finance against Dealer with respect to the Contracts except the recourse set forth in this Agreement. 9. Dealer agrees not to identify Honor Finance in any advertising place in any medium (including signs on Dealer s premises) without prior written approval from Honor Finance. Dealer shall defend and indemnify Honor Finance for any losses or expenses, including reasonable attorneys fees and costs of litigation, suffered by Honor Finance in any judicial or administrative proceeding because of any claim or defense asserted against Honor Finance as a result of any advertising placed by Dealer, regardless of Honor Finance s consent to such advertising. 10. Honor Finance may deduct from any deposit, security, funds, or obligation due Dealer any amount Dealer owes Honor Finance or any of Honor Finance s affiliates, whether under this Agreement or otherwise. 11. Honor Finance or Dealer may terminate this Agreement at any time upon written notice to the other party at the address specified at the end of this Agreement, or such other address as Honor Finance or Dealer may notify the other part of from time to time. The terminating party shall not be required to provide any reason for termination. The termination of this Agreement shall not release Dealer from any obligation set forth in this Agreement related to any Contract assigned. The indemnification, representations, warranties and covenants provisions contained in this Agreement, including but not limited to the Dealer s obligations hereunder to defend Honor Finance, shall survive the termination of this Agreement. 12. WAIVER: No course of dealing between the Dealer and Honor Finance or any delay or failure on the part of Honor Finance in exercising any rights hereunder shall operate as a waiver of any rights of Honor Finance hereunder the Assignment of any Contract, unless waiver has been expressly waived in writing by Honor Finance. 13. MODIFICATION: No provisions of this Agreement or of the Assignment of any Contract may be modified or supplemented, except in writing signed by both parties. 14. CHOICE OF LAW: Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Read, understood, and accepted: of Dealer James R. Collins President Honor Finance LLC of Dealer Date of Contract

6 REVISED VERSION: March 17, 2013 List of Authorized Agents Dealer Name: Date: TO: HONOR FINANCE LLC Each and any person whose signature appears hereon, including the person whose signature appears below, is authorized to execute and/or endorse in the name and behalf of the undersigned dealership, any and all documents or instruments, including (without limiting the generality of the foregoing) master dealer agreements, retail installment contracts, assignments of retail installment contracts (including all warranties, representations and agreements in connection therewith), vehicle title documents, buyer s orders, letters of guarantee, agreements, and any and all other documents delivered to Honor Finance Company or its subsidiaries in connection with the assignment of a retail installment contract or in connection with any transactions between the undersigned dealership and Honor Finance Company or its subsidiaries. This authorization constitutes notice of revocation of any previous authorization of any person whose name and signature does not appear hereon, provided, however, that any aforesaid document or instrument executed in the name and behalf of the undersigned by any such person and accepted by you prior to receipt hereof by you shall be and may be relied upon by you as the authorized act of the undersigned, notwithstanding such revocation. As part of this agreement Dealer shall provide proof of identification of those listed as agents, proof shall be in the form of governmental identification with photograph and signature. (I.e. valid drivers license or passport) s and of Other Authorized Signatories: Dealer Name : Date Signed: