1. Purpose of the Titles Policy
- ACV provides support to the buyer and seller related to the movement of vehicle titles from the seller to the buyer. ACV strives to be transparent and fair to both the buyer and seller. ACV will assist in the resolution of title issues in the manner set forth in this policy. In the event of any conflict between this policy and Federal, State, and Local laws, such laws shall supersede this policy where applicable.
- Notwithstanding the support role ACV provides related to the titles transferred from the seller to the buyer, ACV is not the seller or the buyer of the vehicle and cannot be listed as such on the title. ACV’ role is to facilitate the movement of the title from the seller to the buyer in conjunction with the overall sale of the vehicle. ACV cannot provide a title without receiving it from the seller. ACV makes no warranty with regard to vehicle titles and shall not be liable for any damages associated with the seller’s failure to provide the title or any documents necessary to support the negotiability of the title.
2. Title Processing Procedures
- Prior to listing the vehicle for sale through ACV, the seller is required to identify which of the following title options applies to each vehicle they are selling:
1. “Title with Deal” - seller represents that for any vehicle listed as Title with Deal, seller has the title for the vehicle in its possession at the time of the sale and is able to send the title to ACV promptly upon completion of the sale.
2. “Title Absent” – seller represents that for any vehicle listed as Title Absent, seller does not currently have the title in its possession, and it is necessary for the seller to obtain the title. ACV reserves the right to charge the seller a fee for vehicles listed with title absent. - When a vehicle is sold through ACV’s platform, the seller will receive an express shipping label for shipping the title paperwork.
- If the vehicle was sold Title with Deal, the seller must send the title (meeting the specifications set forth in this policy) to ACV by the TWD Deadline (as defined below), and if it was sold Title Absent, the title must be sent to ACV by the TA Deadline (as defined below).
- If it has not already done so, seller will provide a signed power of attorney agreement giving ACV the right, among other things, to complete and sign the title on seller’s behalf.
- If there are any issues with the title that ACV is not permitted to revise under an existing power of attorney with the seller, the title will be returned to the seller for correction, and the seller will correct such issues within a reasonable timeframe, not to exceed the applicable states’ typical processing timeframe.
- Once ACV receives the Negotiable Title from the seller, ACV will send payment to the seller for the applicable vehicle.
- Once ACV has received the title from the seller and payment from the buyer, ACV will send the title to the buyer.
- If ACV has not received the applicable title by the Title Receipt Date (as defined below) and receives a Late Title Notice (as defined below) from a buyer, the seller has until the Final Deadline (as set forth in Exhibit A) to deliver the title to ACV at the address specified in the express shipping label in order to avoid the cancellation of the transaction. Note that the Final Deadline may be extended by ACV, in ACV’s sole discretion, to account for holidays, inclement weather, or an event of force majeure (e.g. an act of the government, war conditions, strikes, fire, flood, pandemics, act of God or any other event beyond the reasonable control of the parties) that affects ACV’ ability to open for business and/or the express shipper’s ability to pick up and/or deliver titles. Any extension to the Final Deadline will be communicated by ACV to the buyer as soon as reasonably practicable. Also, Saturdays, Sundays, and the U.S. Holidays for New Year’s Day, Memorial Day, 4th of July, Labor Day, Thanksgiving, and Christmas do not count when calculating the Final Deadline.
- If seller has not produced Negotiable Title (as defined below),regardless of whether the vehicle is sold Title with Deal or Title Absent, within 90 calendar days after the sale for the vehicle, and buyer has not cancelled the transaction and released the vehicle within such timeframe, ACV shall have no obligation to pursue receipt of the title from the seller to provide to the buyer, and no obligation to pay seller.
3. Seller’s Obligations related to Titles. Sellers must comply with each of the obligations and agrees with each of the commitments and remedies set forth below.
- Seller will ensure that each of the following is true with regard to the title. Titles meeting the criteria in this Section 3(a) will be referred to herein as “Negotiable Title”:
1. The title is from a state in the United States, except as otherwise set forth in Sections 3(e) or 5 of this policy.
2. The title is properly executed, clear of all liens and encumbrances
3. The title is accompanied by all documents necessary to register the vehicle in the buyer’s state.
4. The VIN is correct.
5. Vehicle mileage listed on the front of the title is accurate.
6. If there was a lien on the title, the required signature releasing the lien is on or included with the title, along with the original lien release.
7. The last owner listed on the title is the seller’s company or the title is accompanied by a properly executed reassignment form from the most recent owner named on the title.
8. All reassignments are accurate, included, and reflect each applicable seller and buyer without gaps between owners.
9. If the seller is selling a vehicle received from a consumer, and the seller is therefore signing the title on behalf of the consumer, the seller will include a power of attorney signed by the consumer that authorizes the seller to do so.
10. All paperwork requesting a notary signature has been notarized in all applicable places. - Seller has signed and provided to ACV a power of attorney granting ACV the right to complete the title as necessary to complete the sale, including but not limited to the right to sign the title on behalf of seller.
- Seller will ensure that the title is reassigned directly to the buyer. ACV is not the buyer of the vehicle and shall not be named on the title to the vehicle, and therefore any title listing ACV as the buyer will be returned to the seller to be corrected.
- For any vehicle being sold Title with Deal, seller is required to deliver the title to ACV within 7 calendar days from the sale of the vehicle (“TWD Deadline”). For any vehicle being sold with the Title Absent, seller is required to deliver the title to ACV within 30 calendar days (unless a different period is required by an applicable state’s rules) from the sale of the vehicle (“TA Deadline”). In each case the sale day is counted as day 1. The TWD Deadline and the TA Deadline together are referred to in this policy as the “Title Receipt Deadlines” and do not vary in the event a holiday is included within the given timeframe.
- Seller must disclose in the condition report any instance in which it will not be providing a title from a state in the U.S. for the vehicle including but not limited to the circumstances listed below.
1. If seller is in a state that does not issue titles for vehicles past a certain age, and therefore cannot produce a title for a given vehicle that is past such age
2. If a vehicle was Previously Canadian (as defined below)
3. The title is a rebuilt, salvage, total loss, or junk branded title.
4. If seller is proposing to use permitted Transfer Documents (as defined in Section 5) other than a U.S. title
- Seller shall ensure that the vehicle and the title provided has a valid odometer reading that is no more than 150 miles over the odometer reading at the time of the inspection provided with the listing of the vehicle for sale on ACV’s platform, including in the event of an ACV Live Appraisal.
- If seller wishes to sell a vehicle that was previously a Canadian vehicle, seller must follow the following requirements:
1. Disclose that the vehicle was “Previously Canadian” in the condition report for any vehicle (regardless of manufacturing origin) having been registered in a Canadian province. Additional disclosures may be required as well due to the use in Canada (i.e. full or partial voided warranty, foreign title and etc.)
2. Any vehicle not originally built to U.S. specifications can, under certain circumstances, be imported through a registered importer who modifies the vehicle to comply with U.S. equipment and safety regulations (DOT and NHTSA) and then certifies it as compliant, and an independent commercial importer who modifies the vehicle to comply with U.S. emissions regulations and then certifies it as compliant. Only vehicles properly converted to U.S. specifications can be sold and must be disclosed as such.
3. All vehicles imported through a registered importer must have:
a - U.S. Safety Standard Certification Label that identifies the registered importer
b - Valid title from a state in the United States
c - Meet ALL Federal NHTSA, D.O.T. and/or E.P.A. Mandated Guidelines
d - All applicable documentation must be immediately available to be provided at any time by seller
e - Cleared the mandated wait time.
4. All vehicles, whether imported by a manufacturer or a registered importer, must show miles per hour on the speedometer and miles traveled on the odometer. Title 49, United States Code, Chapter 327, Section 32704, allows replacement odometers without a door frame sticker if the conversion from kilometers to miles can be done without changing the distance traveled by the vehicle; therefore, replacement of an odometer under these circumstances does not have to be announced by seller.
- The following non-exclusive remedies will apply if seller fails to comply with its obligations in this policy.
1. ACV reserves the right to charge the seller a fee for any title not delivered within the timeframes specified in this Section 3, or if the title received does not meet the requirements set forth in this Section 3 and needs to be revised or replaced with a duplicate title.
2. In the event a transaction is cancelled in accordance with this policy:
a - Seller will have the obligation to transport the vehicle back to seller’s lot within a reasonable time after the transaction is canceled at seller’s expense or reimburse ACV for any expenses it may incur related to seller’s failure to transport the vehicle back to seller’s lot.
b - Seller will be responsible for refunding buyer’s initial vehicle transportation expenses, any amounts paid by ACV to seller related to the relevant transaction, and any other fees, costs, and losses incurred by ACV.
3. If seller fails to make any of the disclosures required in Section 3(e) or more than 150 miles that have been added to the odometer since the inspection while in seller’s possession, the buyer shall be entitled to cancel the transaction within 90 days from the sale date.
4. Buyer’s Rights and Obligations Related to Titles. Buyer agrees to the following rights and obligations.
- If ACV does not receive Negotiable Title at least 2 calendar days before the applicable Title Receipt Deadline, the buyer shall have the one-time right between such time and before 90 days from the sale of the vehicle to give ACV notice in accordance with this policy of its intent to withdraw its offer for the vehicle (“Late Title Notice”). If the buyer provides a timely Late Title Notice to ACV, buyer may withdraw its offer for the vehicle and cancel the transaction if and only if each of the following criteria are met:
1. Negotiable Title is not received by ACV by the Final Deadline,
2. buyer has paid for the vehicle,
3. buyer is in possession of the vehicle,
4. buyer has not otherwise revoked its Late Title Notice,
5. the vehicle is in the same or substantially similar condition as when it was delivered to buyer, and no repairs or modifications have been made to the vehicle after delivery to the buyer, and
6. the vehicle odometer reading has not increased by 300 or more miles since the inspection date of the vehicle.
- For clarity and without limiting any of the foregoing, buyer may not withdraw its offer for the vehicle, and said offer will be considered final and binding upon buyer, if:
1. Negotiable Title is received by ACV by the Final Deadline,
2. buyer has not paid for the vehicle,
3. buyer is not in possession of the vehicle,
4. buyer revoked its Late Title Notice,
5. the vehicle is not in the same or substantially similar condition as when it was delivered to buyer, or repairs or modifications have been made to the vehicle after delivery to buyer, or
6. the vehicle odometer reading has increased by 300 or more miles since the inspection date of the vehicle.
- Late Title Notices must be provided through MyACV on the ACV platform. When a Late Title Notice is received by ACV, a member of the ACV Titles Team will contact the seller to make them aware of the notice and specify the applicable Final Deadline. If no title is received by ACV by the Final Deadline, buyer may exercise its cancellation right by notifying ACV promptly after the Final Deadline, but in no event later than 90 days from the sale of the vehicle. If buyer exercises its option to cancel the transaction in accordance this policy, ACV shall have no obligation to pursue receipt of the title from the seller.
- If buyer has submitted a valid Late Title Notice, the seller has not provided the title by the Final Deadline, and the transaction has been canceled, buyer agrees that it:
1. will use reasonable efforts to safely and securely maintain the vehicle on its lot until such time as it is transferred back to the seller,
2. will not hold ACV nor the seller responsible to pay buyer any storage fee while the vehicle is located on buyer’s lot,
3. does not have any right to own, hold, or seize such vehicle,
4. will allow the seller’s or ACV’s transporter to pick up the vehicle from buyer’s lot during buyer’s normal business hours or another reasonable time, and
5. will be responsible for any damage or loss of the vehicle while the vehicle is on its property
- Notwithstanding this Section 4, the buyer will not have the option to submit a Late Title Notice or withdraw its offer to purchase the vehicle based on any instance in which the seller did not provide a title from a state in the United States for the vehicle if the seller disclosed it in the condition report, including but not limited to the following:
1. No title will be provided for the vehicle,
2. The vehicle was Previously Canadian,
3. The title is a rebuilt, salvage, total loss, or junk branded title. Note that such titles are provided by the seller “as is” and may not be negotiable in the buyer’s state, or
4. The seller will provide permitted Transfer Documents rather than a U.S. title.If seller makes the appropriate title related disclosures, it is the buyer’s responsibility to ensure its state will accept the Transfer Document or the branded title provided, or that the buyer can otherwise obtain its own title for the vehicle.
- Buyer may not submit a Late Title Notice or withdraw its offer to purchase the vehicle solely based on electronic vehicle history data found in reports from third parties such as CARFAX, AutoCheck or NMVTIS.
- If buyer decides to export a vehicle outside the United States, the buyer will be responsible to ensure that the title is negotiable for such purpose.
- In no event will buyer list ACV as the seller or buyer of a vehicle on any documentation filed with its state. For California buyers, this means that they should be completing the wholesale form number REG 396 and not the wholesale auction form number REG 398.
5. Transfer Documents Other than Titles: If a vehicle is either ineligible for a title in the seller’s state, or the seller has the legal right to sell the vehicle but does not hold the title, other documentation evidencing the right to sell the vehicle that has been disclosed to the buyer prior to sale (i.e. repo papers, bill of sale, or registration) (“Transfer Document”) may be provided in lieu of a title. Such Transfer Document must be accompanied by all documents necessary to register the vehicle in the buyer’s state. Manufacturer’s Statement of Origin and Manufacturer’s Certificate of Origin are not permitted Transfer Documents.
6. Indemnities: Seller agrees to defend, indemnify, and hold ACV, the buyer, and the end consumer harmless from any demands or claims, and any associated liability, loss, damage, cost, and expense (including reasonable attorneys’ fees) to the extent based upon or related to (a) seller’s failure to meet the requirements in Section 3, or (b) the validity, legality, applicability, or timely delivery, of a Transfer Document. Buyer agrees to indemnify ACV for all costs, fees, charges, violations, or other damages associated with its breach of Section 4(h).
7. Disclaimer of Liability.
7. Disclaimer of Liability.
- ACV and the seller will not be responsible under any circumstances for any loss, costs, damages, or other liability associated with any vehicle repairs or modifications made to vehicles prior to buyer’s receipt of title. If the buyer makes any repairs or modifications to the vehicle pending receipt of the title to the vehicle, the buyer shall be liable for all work done to the vehicle and will not be entitled to reimbursement of its costs related to such repairs or modifications, even if the transaction is later cancelled.
- If seller has not produced title (regardless of whether the vehicle is sold Title with Deal or Title Absent) within 90 calendar days after the sale for the vehicle and buyer has not cancelled the transaction and released the vehicle by such time, ACV shall have no liability related thereto.
- Buyer acknowledges that ACV has assumed no responsibility to investigate seller’s title or to otherwise identify defects in seller’s title and makes no warranty whatsoever regarding the title.
ACV may amend this Title Policy at any time and any such amendments will be effective as of the date the amended policy is posted on the ACV website unless otherwise specified in therein.
Exhibit A
48 Hour Timing Transparency Matrix
If Buyer Notice Given...
48-Hour Deadline Time
Monday before 5:00pm EST
Wednesday at 5:00pm EST
Monday at or after 5:00pm EST
Thursday at 5:00pm EST
Tuesday before 5:00pm EST
Thursday at 5:00pm EST
Tuesday at or after after 5:00pm EST
Friday at 5:00pm EST
Wednesday before 5:00pm EST
Friday at 5:00pm EST
Wednesday at or after after 5:00pm EST
Monday at 5:00pm EST
Thursday before 5:00pm EST
Monday at 5:00pm EST
Thursday at or after after 5:00pm EST
Tuesday at 5:00pm EST
Friday before 5:00pm EST
Tuesday at 5:00pm EST
Friday at or after after 5:00pm EST
Wednesday at 5:00pm EST
Saturday (anytime) EST
Wednesday at 5:00pm EST
Sunday (anytime) EST
Wednesday at 5:00pm EST
