This Wholesale Agreement ("Agreement") governs all dealer-to-dealer wholesale transactions conducted through the Ambulances.com platform ("Platform"), operated by NERV Inc. ("Company"). By listing, bidding on, purchasing, or selling any vehicle through the Platform, you ("Dealer") agree to be bound by this Agreement in addition to the Dealer Terms of Service.

1. Definitions

• "Selling Dealer" — the dealer who lists a vehicle for sale on the Platform.
• "Buying Dealer" — the dealer who purchases or commits to purchase a listed vehicle.
• "Wholesale Price" — the dealer-to-dealer price displayed on the Platform, exclusive of taxes, title, transport, and applicable fees.
• "Under Contract" — a listing status indicating a Buying Dealer has committed to purchase and the transaction is pending completion.

2. Listing Obligations

Selling Dealers agree to the following when creating or maintaining a listing:

• All vehicle information — including year, make, model, mileage, VIN, condition, and body type — must be accurate and current at the time of listing.
• Photographs must depict the actual vehicle being offered, not stock imagery or photos of similar units.
• Known mechanical defects, accident history, frame damage, or title issues must be disclosed in the listing.
• Listings must be updated or removed promptly when a vehicle is sold, withdrawn, or its condition materially changes.
• Selling Dealers must have clear, marketable title to the vehicle at the time of listing or must disclose any lien or encumbrance.

3. Pricing & Confidentiality

All Wholesale Prices are strictly confidential and intended for dealer use only. Dealers may not:

• Disclose wholesale pricing to retail consumers, the general public, or non-dealer third parties.
• Use wholesale pricing from the Platform to advertise retail pricing on external websites or marketplaces.
• Screenshot, export, or systematically record pricing data for use outside the Platform.

Violation of pricing confidentiality may result in immediate account suspension or termination.

4. Purchase Commitment

When a Buying Dealer commits to a purchase (by clicking "Buy Now," submitting an accepted offer, or other mechanism provided by the Platform), the commitment is binding. The Buying Dealer agrees to:

1. Submit a non-refundable deposit, if required, within the timeframe specified at the time of commitment.
2. Complete full payment within the terms agreed upon between the Buying and Selling Dealer (default: 5 business days from commitment unless otherwise negotiated).
3. Arrange and pay for transportation unless the listing specifies delivery is included.

Failure to complete a committed purchase may result in forfeiture of deposit, negative account standing, or suspension from the Platform.

5. Payment Terms

Payment between dealers may be arranged via wire transfer, certified check, ACH, or other method agreed upon by both parties. Ambulances.com does not process or escrow transaction payments unless a separate escrow service is elected through the Platform. Both parties are responsible for confirming receipt of funds before releasing title or vehicle.

6. Title Transfer & Documentation

The Selling Dealer is responsible for providing:

• A properly assigned certificate of title, free and clear of liens (or with documented lien release).
• A signed bill of sale.
• Odometer disclosure statement as required by federal and state law.
• Any additional documentation required by the Buying Dealer's state for titling and registration.

Title documents must be delivered to the Buying Dealer within ten (10) business days of payment receipt unless otherwise agreed in writing.

7. Vehicle Condition & Inspection

All vehicles are sold on an "as-is, where-is" basis unless a specific warranty is stated in the listing. Buying Dealers are encouraged to:

• Inspect the vehicle in person or arrange a third-party inspection prior to committing to purchase.
• Request additional photographs, videos, or documentation from the Selling Dealer.
• Review the vehicle's history report (e.g., Carfax, NMVTIS) independently.

Ambulances.com does not inspect vehicles and makes no representations regarding their condition, safety, fitness, or compliance with any standard.

8. Disputes Between Dealers

In the event of a dispute between a Buying Dealer and a Selling Dealer, the parties agree to first attempt resolution directly. If direct resolution fails, either party may request non-binding mediation facilitated by Ambulances.com. We may, at our discretion, review available evidence and issue a recommendation, but we are not obligated to do so and any such recommendation is advisory only.

Ambulances.com is not liable for any loss, damage, or claim arising from a transaction between dealers.

9. Platform Fees

The following fees may apply to wholesale transactions:

• Listing fee: A fee charged to the Selling Dealer for each vehicle listed, if applicable.
• Transaction fee: A percentage or flat fee charged upon successful completion of a sale.
• Featured listing fee: An optional fee for enhanced listing visibility.

All applicable fees are disclosed before the action that triggers them. Fee schedules are available within the dealer dashboard and may be updated with thirty (30) days' notice.

10. Compliance

Both Buying and Selling Dealers are independently responsible for compliance with all applicable federal, state, and local laws governing the sale and transfer of motor vehicles, including but not limited to:

• Federal odometer disclosure requirements (49 USC § 32705).
• State dealer licensing and bonding requirements.
• Title and registration transfer regulations.
• Sales and use tax collection and remittance.
• FMVSS certification and ambulance-specific regulatory standards, where applicable.

11. Limitation of Liability

Ambulances.com acts solely as a marketplace connecting licensed dealers. We are not a broker, auctioneer, or party to any transaction. To the fullest extent permitted by law, the Company shall not be liable for any direct, indirect, incidental, special, or consequential damages arising from any wholesale transaction, including but not limited to vehicle defects, title defects, delivery failures, or misrepresentations by another dealer.

12. Amendments

This Agreement may be amended by the Company with thirty (30) days' written notice to all active dealer accounts. Continued use of the Platform after the effective date of any amendment constitutes acceptance.

13. Contact

For questions about this Wholesale Agreement:

Ambulances.com — A NERV Inc. Platform
Email: legal@ambulances.com
Phone: (315) 706-3345