Terms and Conditions

---

Standard Terms and Conditions attached to and forming part of the Agreement made between Auto Buyers Choice (ABC) and the Buyer

1.  If required by the Service, the purchase price of the vehicle will be negotiated between ABC and the owner of the Vehicle (the "Seller") with the intent that the purchase price will not be more than the information set out in the VIForm

2.  During the Agency Period, the Buyer will deal exclusively with ABC with respect to all inquiries, inspections, viewings, test drives, proposals and offers related to Buyer's selection of a Vehicle.  Any offers made by the Buyer during the Agnecy Period shall be made through ABC.  In addition, any offers made by the Buyer within 90 days after the expiration of the Agency Period (the "Terminal Period") with respect to Vehicles which ABC brought to Buyer's attention during the Agency Period, shall be made through ABC, unless the Buyer is then represented by another broker as Buyer's agent.  If any offer which Buyer is required to make through ABC is accepted by the Seller, ABC shall be entitled to the fee specified below.

3.  Subject to the service selected by the Buyer, ABC will use its best efforts to:

{i} review any offer received from the Seller and provide advice to the Buyer regarding that      offer;

{ii} diligently locate a Vehicle that meets the specifications and requirements described in the VIForm;

{iii} negotiate terms and conditions for the purchase of the Vehicle on behalf of the Buyer but not to commit the Buyer to the purchase of any Vehicle or to sign any documents or agreements on behalf of the Buyer without the Buyer's prior written consent;

{iv} assist with any applications required to finance the purchase of the selected Vehicle;

{v} assist and act in the Buyer's interest regarding the location, financing and purchase of the Vehicle.

{vi} assist and act in the Buyer's interest with trade-in or sale of the Buyer's vehicle;

{vii} diligently perform all other work under the Service selected by the Buyer.

{i} advise ABC about all past and current contacts with any dealers, financial institutions or leasing companies;

{ii} cooperate with ABC and be reasonably available to examine vehicles;

{iii} upon request, give ABC financial and personal information regarding your purchase abilities and needs;

{iv} not sign any representation, authorization or agreements with any broker, agent or sales firm for the purchase or lease of a vehicle during the term of this Agreement.

5.  The Buyer shall pay ABC the fee for the Service as set out in Schedule "A" and such other out of pocket disbursements incurred and substantiated by ABC.  If the Buyer pays a deposit or retainer in advance, this will be applied to the fee charged by ABC under this Agreement.

6.  This agreement pertains to all Vehicles on which ABC may enter negotiations during the term specified above, or within 90 days of expiration or termination of the Agreement.

7.  The Buyer acknowledges that in the course of the relationship established by this Agreement, non-public financial and other information concerning disclosed to ABC.  The Buyer agrees that the party to whom Confidential Information is disclosed by ABC may use such Confidential Information in furtherance of the purposes and obligations of this agreement which include but is not limited to: {i} the sellers of vehicles, accessories and service or warranty plans; {ii} the buyers of vehicles to be used for trade-ins of resale;  {iii} institutions offering financing for purchase of leasing; and {iv} as otherwise required by law.

8.  In entering into and complying with this agreement, ABC is at all times performing as an independent contractor.  Nothing in this Agreement shall be construed or be deemed to create a relationship of employer and employee, principal and agent, partnership, joint venture, or any relationship other than that of independent parties contracting with each other solely to carry out the provisions of this agreement for the purposes recited herein.

9.  This agreement and parities' actions under this Agreement shall be governed by and construed under the laws of Nova Scotia.

10.  This Agreement, including the attached Schedules and any exhibits, constitutes the entire Agreement and replaces all previous communications; representations, understandings, and agreements, whether verbal or written between the parties to this Agreement or their representatives.  No representations or statements of any kind made by either party, which are not expressly stated in this Agreement, shall be binding on such parties.

11.  All Amendments shall be in writing.  No waiver, amendment or modification of any provisions of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom such waiver, amendment or modification is sought to be enforced.

12.  All notices, requests, or correspondence required under this agreement shall be in writing, and delivered by personal service, mail, fax, or email to the parties as set out above and such notice shall be deemed to have been received on the date it has been served, sent by fax or email or on the third calendar day if mailed.

13.  In the event any action is brought to enforce this Agreement, the prevailing party shall be entitled to recover its cost of enforcement.

14.  In the event that either party is unable to perform any of its obligations under the Agreement or to enjoy any of its benefits because of any reason where failure to perform is beyond the reasonable control and not caused by the negligence of the nonperforming party {the "Force Majeure Event"}, the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance.  Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period.  However, if the period of nonperformance exceeds sixty (60) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified.

15.  Except as otherwise provided for within this Agreement, neither party may assign any of its rights or delegate any of its obligations under this Agreement to any third party without the express written permission of the other party, not to be unreasonable withheld.  Any such assignment is deemed null and void.  The Buyer understands and agrees that ABC may retain others for assistance in assess matters outside the Province of Nova Scotia.

16.  This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

17.  I any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable stature or rule of law, they are to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect.

18.  This Agreement may be executed in any number of counterparts including facsimiles.  Each counterpart shall be deemed to be an original against any part whose signature appears thereon, and all of which shall together constitute one and the same instrument.

19.  In this Agreement words in the singular include the plural and words in the plural include the singular and words importing masculine gender include the feminine and neuter genders with the intent that this Agreement shall be read with all appropriate changes of number and gender required of the context.

20.  It is acknowledged and agreed that ABC does not provide any warranty of any vehicle or any  or any accessories whatsoever, whether express, implied, or statutory, including, but not limited to, any warranty of merchantability or fitness for a particular purpose or any warranty that eh vehicle or accessory will be problem free and that ABC shall not be liable or responsible for: {a} the reliability, suitability, merchantability or fitness of any vehicle, new or used, or accessory for any particular purpose; or {b} direct, indirect, incidental or consequential damages resulting from any use of the vehicle or accessory or any defect, problem or failure to perform.