DEALER TRADE NETWORK

WEBSITE TERMS AND CONDITIONS

These terms and conditions (the “Terms and Conditions”) govern the use of https://dealertradenetwork.com// (the “Site”). This Site is owned and operated by Dealer Trade Network.

By using this Site, you indicate that you have read and understand these Terms and Conditions and agree to abide by them at all times.

Intellectual Property

All content published and made available on our Site is the property of Dealer Trade Network and the Site’s creators. This includes, but is not limited to images, text, logos, documents, downloadable files and anything that contributes to the composition of our Site.

Age Restrictions

The minimum age to use our Site is 13 years old. By using this Site, users agree that they are over 13 years old. We do not assume any legal responsibility for false statements about age.

Acceptable Use

As a user of our Site, you agree to use our Site legally, not to use our Site for illegal purposes, and not to:

Violate the intellectual property rights of the Site owners or any third party to the Site;
Hack into the account of another user of the Site; or
Act in any way that could be considered fraudulent.

If we believe you are using our Site illegally or in a manner that violates these Terms and Conditions, we reserve the right to limit, suspend, or terminate your access to our Site. We also reserve the right to take any legal steps necessary to prevent you from accessing our Site.

Accounts

When you create an account on our Site, you agree to the following:

You are solely responsible for your account and the security and privacy of your account, including passwords or sensitive information attached to the account; and
All personal information you provide to us through your account is up to date, accurate, and truthful and that you will update your personal information if it changes.

We reserve the right to suspend or terminate your account if you are using our Site illegally or if you violate these Terms and Conditions.

Sale of Goods

These Terms and Conditions govern the sale of goods available on our Site.

The following goods are available on our Site:

Automotive Industry Reports

These Terms and Conditions apply to all the goods that are displayed on our Site at the time you access it. This includes all products listed as being out of stock. All information, descriptions, or images that we provide about our goods are as accurate as possible. However, we are not legally bound by such information, description, or images as we cannot guarantee the accuracy of all goods we provide. You agree to purchase goods from our Site at your own risk.

We reserve the right to modify, reject, or cancel your order whenever it becomes necessary. If we cancel your order and have already processed your payment, we will give you a refund equal to the amount you paid. You agree that it is your responsibility to monitor your payment instrument to verify receipt of any refund.

Subscription

Your subscription(s) automatically renew(s) and you will be automatically billed until we receive notification that you want to cancel the subscription.

Payments

We accept the following payment methods on our Site:

Credit Card

When you provide us with your payment information, you authorize our use of and access to the payment instrument you have chosen to use. By providing us with your payment information, you authorize us to charge the amount due to this payment instrument.

If we believe your payment has violated any law or these Terms and Conditions, we reserve the right to cancel or reverse your transaction.

Consumer Protection Law

Where any consumer protection legislation in your jurisdiction applies and cannot be excluded, these Terms and Conditions will not limit your legal rights and remedies under that legislation. These Terms and Conditions will be read subject to the mandatory provisions of that legislation. If there is a conflict between these Terms and Conditions and that legislation, the mandatory provisions of the legislation will apply.

Limitation of Liability

Dealer Trade Network and our directors, officers, agents, employees, subsidiaries, and affiliates will not be liable for any actions, claims, losses, damages, liabilities, and expenses including legal fees from your use of the Site.

Indemnity

Except where prohibited by law, by using this Site you indemnify and hold harmless Dealer Trade Network and our directors, officers, agents, employees, subsidiaries, and affiliates from any actions, claims, losses, damages. liabilities, and expenses including legal fees arising out of your use of our Site or your violation of these Terms and Conditions.

Applicable Law

These Terms and Conditions are governed by the laws of the Commonwealth of Kentucky.

Severability

If at any time any of the provisions set forth in these Terms and Conditions are found to be inconsistent or invalid under applicable laws, those provisions will be deemed void and will be removed from these Terms and Conditions. All other provisions will not be affected by the removal and the rest of these Terms and Conditions will still be considered valid.

Changes

These Terms and Conditions may be amended from time to time in order to maintain compliance with the law and to reflect any changes to the way we operate our Site and the way we expect users to behave on our Site. We will notify users by email of chnages to these Terms and Conditions or post a notice on our Site.

BUYING & SELLING DEALER TERMS AND CONDITIONS

These terms and conditions (these “Terms”) apply to and are the only terms that govern the provision of services by Dealer Trade Network Holdco, LLC, a Kentucky limited liability company (“DTN”) to the “Buyer” and the “Seller” named on the accompanying buying dealer agreement and selling dealer agreement (each, a “Dealer Agreement”). For purposes of these Terms, Buyer and Seller are each referred as a “Customer” and collectively as the “Customers.”

Each Dealer Agreement and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, and representations and warranties. In the event of any conflict between these Terms and any Dealer Agreement, these Terms shall govern.

Services. DTN agrees to identify Buyer(s) and/or Seller(s), and to arrange for transportation of certain freight (the “Vehicles”) from Seller to Buyer, as described in the Dealer Agreement and pursuant to the terms and conditions of this Agreement (the “Services”). DTN’s responsibility under this Agreement shall be limited to identifying Buyer(s) and/or Seller(s), and, except where Buyer has indicated in the Dealer Agreement that Buyer will be responsible for arranging for transportation of the Vehicles with a carrier selected by Buyer (a “Buyer Pick-up”), arranging with third-party carrier(s) to transport the Vehicles from Seller to Buyer. DTN will not be responsible for the actual transportation of the Vehicles and will in no event be deemed a carrier of such Vehicles. In the absence of a written agreement to the contrary, transit time shall be established as reasonable dispatch. For each shipment, the Customers shall be responsible to DTN for timely and accurate delivery instructions, accurate description of the Vehicles to be shipped, and any special handling requirements.
Performance Dates. DTN shall use reasonable efforts to meet any performance dates specified in the applicable Dealer Agreement, and any such dates shall be estimates only.
Seller Obligations and Warranties.
- Seller shall: (i) arrange for the delivery to Buyer of the certificate of origin or similar document issued by the original equipment manufacturer (the “Certificate of Origin”) for each Vehicle described in the applicable Dealer Agreement; (ii) arrange for the delivery to Buyer of one set of keys for each Vehicle, provided that one set of keys for each Vehicle shall remain with the Vehicles during transportation to Buyer; and (iii) in the case of a Buyer Pick-up, promptly notify DTN in writing upon Seller’s tender of the Vehicles to the third-party carrier indicated in the Dealer Agreement. Without limiting the generality of the preceding sentence, Seller shall arrange for the delivery of the Certificate of Origin and two sets of keys for each Vehicle within two (2) business days of Seller’s receipt of payment from Buyer.
- Seller represents and warrants that each Vehicle being sold: (i) is new; (ii) has less than 300 miles on the odometer, unless otherwise disclosed to Buyer; and (iii) conforms to the specifications set forth in the invoice issued by the original equipment manufacturer for that Vehicle, unless otherwise disclosed to Buyer.
- Seller shall retain the risk of loss, theft or damage to any Vehicles sold hereunder until Seller’s tender of such Vehicles to the third-party carrier.
Buyer Obligations and Warranties.
- Buyer shall: (i) purchase the Vehicles described in the Dealer Agreement from Seller at the prices listed in the Dealer Agreement; and (ii) inspect the Vehicles within one (1) business day of receipt (the “Inspection Period”). Buyer will be deemed to have accepted the Vehicles unless it notifies Seller and DTN in writing of any damage to the Vehicles during the Inspection Period and furnishes such written evidence or other documentation as required by DTN. Except in the case of a Buyer Pick-up, and provided that Buyer provides notice of any damage during the Inspection Period in accordance with these Terms, DTN will use commercially reasonable efforts to facilitate a resolution between Buyer, Seller and the third-party carrier responsible for the transportation of the Vehicles within thirty (30) business days of receipt of such notice from Buyer.
- Buyer represents and warrants that the Vehicles purchased from Seller hereunder comply with all laws applicable to the operation of the Buyer’s business, including, without limitation, any laws relating to motor vehicle emissions.
Disclaimer of Warranties.
- DTN makes no representation or warranty with respect to the Vehicles.
- DTN specifically disclaims any (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; (iii) warranty of title; and (iv) warranty against infringement of intellectual property rights of a third party, in each case whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.
- Each Customer acknowledges that it has not relied on any representation or warranty made by DTN or any other person on DTN’s behalf.
Limitation of Liability.
- In no event shall DTN or any of its affiliates or representatives be liable for any consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, or any lost profits, revenues, or diminution in value, arising out of or relating to the Services, the Vehicles, or the subject matter of this Agreement, regardless of (i) whether such damages were foreseeable, (ii) whether the Customer was advised of the possibility of such damages, or (iii) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.
- In no event shall DTN’s aggregate liability arising out of or related to the Services, the Vehicles, or the subject matter of this Agreement, whether arising out of or related to breach of contract, tort, or otherwise, exceed the aggregate amounts paid or payable to DTN pursuant to the applicable Dealer Agreement.
Indemnification. Each Customer shall defend, indemnify, and hold harmless DTN and its subsidiaries, parent companies, affiliates, successors or assigns, and their respective directors, officers, shareholders, managers, members, advisors, and employees, against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, or expense, including, but not limited to, attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or occurring in connection with the Vehicles, the Services, or a Customer’s own negligence, willful misconduct, or breach of this Agreement.
Payment Terms.
- Buyer shall pay Seller all invoiced amounts set forth on the Dealer Agreement within three (3) business days after Buyer receives a dealer transfer sheet with respect to the Vehicles from DTN. Buyer and Seller shall be solely responsible for arranging for payment for the Vehicles. DTN shall not be responsible for any payment due or made from Buyer to Seller.
- In consideration for the Services rendered by DTN under this Agreement, Seller shall pay the fees set forth in the Dealer Agreement within seventy-two (72) hours after Seller’s receipt of the amount due from Buyer as set forth in the Dealer Agreement. All payments shall be in US dollars and made by wire transfer or check.
- In the event payments are not received by DTN after becoming due, DTN may: (i) charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (ii) suspend performance for all Services until payment has been made in full.
Independent Contractor. The relationship between the parties to this Agreement is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the parties, and no party shall have authority to contract for or bind another party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.
Taxes. Each Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by such Customer hereunder.
Insurance. During the term of this Agreement, each Customer shall, at its own expense, maintain and carry insurance in full force and effect with financially sound and reputable insurers.
Waiver. No waiver by DTN of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by DTN. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Assignment. Neither Buyer nor Seller shall assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of DTN. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation shall relieve a Customer of any of its obligations under this Agreement.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Disputes.
- The parties shall resolve any dispute, controversy, or claim between or involving Customer(s) and DTN arising out of or relating to the Services, the Vehicles, or the subject matter of this Agreement, or the breach, termination, or invalidity of this Agreement (each, a “Dispute”), under the provisions of this Section 15. The provisions of this Section 15 shall be the exclusive mechanism for resolving any Dispute that may arise from time to time.
- The parties shall first attempt in good faith to resolve any Dispute by informal negotiation and consultation between themselves. In the event that such Dispute is not resolved on an informal basis within thirty (30) business days, either party may initiate formal mediation proceedings before a mediator of the parties’ choosing.
- If, after following the procedures in the first two parts of this Section, the parties cannot resolve any Dispute for any reason, the exclusive venue for any lawsuit between or involving Customer(s) and DTN shall be the state or federal courts in Jefferson County, Kentucky.
Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the Commonwealth of Kentucky without giving effect to any choice or conflict of law provision or rule.
Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in any legal action, proceeding, cause of action, or counterclaim arising out of or relating to the Services, the Vehicles, or the subject matter of this Agreement.
Notices. All notices and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth in the Dealer Agreement or to such other address that may be designated by the receiving party in writing.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

Contact Details

Please contact us if you have any questions or concerns.

(866) 278-0758

13405 Eastpoint Centre Drive
Suite 110
Louisville, KY 40223

Effective Date: 1st day of January, 2022