PANACEA DEALS CORPORATION ARBITRATION POLICY

Panacea Deals Corporation (“Panacea”) offers an arbitration service to resolve certain disputes between Buyers and Sellers through the Panacea website that is designed to be transparent, fair, quick, and impartial. In the event a concern arises with regard to the condition of a purchase Vehicle, Buyer and Seller agree to resolve such concern through Panacea’s arbitration process, and Panacea agrees that it will make good faith efforts to find a fair resolution to all legitimately brought concerns that are covered by this policy. In the event of any conflict between this policy and Federal, State, and Local laws, such laws shall supersede these policies where applicable. Panacea’s arbitration service generally follows the National Auto Auction Association’s Arbitration Policy (the “NAAA Arbitration Policy”), as may be amended from time to time (see www.naaa.com). This Arbitration Policy (“Policy”) contains additional terms and conditions beyond those found in the NAAA Arbitration Policy. In the event of a conflict between the terms of the NAAA Arbitration Policy and those set forth in this Policy, the terms of this Policy will control.

 I.     Definitions

1. “Buyer” means a licensed dealer of vehicles or its representative(s) using Panacea’s services to buy a Vehicle. 

2. “Seller” means a private consumer selling a Vehicle. 

3. “Vehicle” means an automobile, motorcycle, and recreational vehicle. 

4. “Claim” means a claim submitted by Buyer for arbitration.

 II.     General Terms 

1. Panacea’s Role. Panacea makes no representations or guarantees regarding any Vehicle sold or offered for sale. Panacea is not a party to the sale. The sales contract, the bill of sale, and notwithstanding Panacea’s facilitation thereof, the title transfer, is between Buyer and Seller only. 

2. Arbitration Process. If Buyer has made an offer on a Vehicle that was accepted by Seller that has an undisclosed issue that is subject to arbitration under this Policy, Buyer shall notify Panacea by promptly contacting Panacea’s arbitration team through the Panacea website within the Arbitration Period. Buyer is only eligible to have the issue reviewed by Panacea’s arbitration team if Buyer has submitted a request for arbitration prior to the expiration of the Arbitration Period. For all eligible Claims, Panacea will investigate the Claim made by Buyer and determine the appropriate resolution, if any. 

3. Arbitration Period. The arbitration period for all Vehicles bid on and purchased is seventy-two (72) hours from receipt of Panacea’s email notification of an accepted offer (“Arbitration Period”). All Claims must be made within the applicable Arbitration Period.

 4. Investigation. In order to fully investigate the Claim, Panacea may require Buyer to provide evidence of the Claim and assist in diagnosis of any undisclosed issues with the Vehicle in order to determine the best resolution. This may include Buyer:

a. submitting photos or other evidence of the Vehicle condition to Panacea within two (2) calendar days of the request;

b. taking the Vehicle to a third party facility designated or approved by Panacea to diagnose any issues and providing evidence of such facility’s receipt of the Vehicle; or 

c. other potential evidence as requested.

If Buyer is unable or unwilling to provide the requested evidence of the condition of the Vehicle within the timeframe requested, Panacea may close the arbitration related to such Vehicle and Buyer will not be permitted to reopen the arbitration. 

5. Allowable Arbitration Claims Regarding Vehicle Condition. In order for Buyer to submit a Claim, each of the following criteria must be met:

a. the defect or concerning condition must not have been disclosed in the condition report, in a ClearVin report, or otherwise by Seller or Panacea; 

b. any single mechanical defect must have a repair cost in excess of Five Hundred Dollars ($500). The cost of the repair shall be determined by Panacea based on the wholesale dealer cost (used, remanufactured, and/or aftermarket parts), as well as a wholesale labor rate of Eighty-Five Dollars ($85.00) per hour. The foregoing does not apply to cosmetic damage that was not disclosed; and 

c. the defect is not included in the exclusions to this Policy as set forth in Section 6 below that are not eligible for arbitration.

6. Nonallowable Arbitration Claims Regarding Vehicle Condition. No Claims may be filed related to any of the following:

1. the Vehicle makes noises or demonstrates conditions that are inherent or typical to a particular model or manufacturer, unless deemed “excessive” by the diagnosing dealership on non-warranty items. OEM dealer warranty guidelines will be used to determine whether the condition is excessive; 
2. the issue with the Vehicle is related to wearable items, regardless of repair cost. For purposes of this policy wearable items include, but are not limited to: tires, wipers, brake pads, rotors, belts, lines & hoses, lubricants/fluids, spark plugs and wires, ignition coils, timing belts, bulbs, filters, shocks and struts, suspension, exhaust and standard transmission clutches;
3. head-gasket leaks unless they are causing an internal engine leak in which oil and/or coolant are leaking into the combustion chamber, resulting in consumption of oil and/or coolant that is burned and realized by smoke exiting the exhaust tailpipe, or intermix of oil and coolant. External head gasket leaks resulting in visible seepage on the outside of the engine block and head are not eligible for arbitration; 
4. Vehicles may not be arbitrated solely on Electronic Vehicle History Data (EVHD). Examples of EDVH include CARFAX, AutoCheck, ClearVin etc.; 
5. the odometer reading has increased by two hundred fifty (250) miles or less over the miles indicated on the Panacea platform at the time of purchase;
6. if a disclosure is made about any component or part of a Vehicle, such component or part is not able to be arbitrated; 
7. aftermarket parts or equipment including but not limited to installed plows, 5th wheel hitches or towing packages, or any damage caused by the installation of such aftermarket parts or equipment; 
8. mileage cannot be arbitrated for vehicles that are ten (10) years or older and/or deemed exempt from odometer and title disclosure laws. Note that a Buyer may arbitrate mileage discrepancies for these vehicles where Seller disclosure of mileage differs from the actual odometer reading subject to 6.e. above; 
9. Vehicle accessory electrical defects on Vehicles five (5) model years old or greater; j. leaks of any kind on Vehicles that are twenty (20) years old or older; 
10. rear main seal oil leaks on Vehicles ten (10) years old or older, or Vehicles that with one hundred thousand (100,000) miles or more; 
11. damage of any kind that occurred after the Vehicle is picked up from Seller; 
12. Vehicles exported outside of the United States or with a title designation as “Export Only” are not eligible for arbitration; or 
13. secondary electronics (e.g., lane departure systems, radar cruise control, cross traffic detection, parking sensors, cameras, etc.)

III. ARBITRATION PROCESS 

1. Seller Obligations. Seller is responsible for the accuracy and completeness of all representations, and disclosures regarding its Vehicle, regardless of whether Seller has relied on third party resources (e.g., inspection company, vehicle listing service, electronic data vehicle history report, etc.). 

2. Buyer’s Obligations. 

1. Buyer will inspect the Vehicle immediately upon arrival at Buyer’s location. Buyer must verify Seller’s representations and promptly notify Panacea of any discrepancies within the Arbitration Period. 
2. Buyer will verify the odometer reading upon arrival at Buyer’s location. The mileage on the odometer must be the same as when the Vehicle was purchased, as set forth in the bill of sale subject to Section 6.e. above. 
3. Prior to making an offer to buy the Vehicle through Panacea, Buyer is responsible to review all condition reports, pictures, and disclosures made available by Seller and Panacea.
4. Buyer is financially responsible and assumes all risk of damage and loss on the Vehicle beginning at the point of pick up (by Buyer or its agent) or delivery (by third party transporter).

3. Review of Claim. Panacea will review only issues identified in the initial Claim. Dealer or Buyer may be responsible for payment of all fees (including but not limited to the inspection, diagnostic evaluation and transportation) incurred in the Claim review, at Panacea’s discretion. 

4. Decision. After reviewing the Claim, Panacea will decide whether the Claim is valid. Before deciding the appropriate remedy, Panacea may attempt to facilitate a resolution between Buyer and Seller. If an agreement cannot be reached, Panacea will decide the appropriate remedy, if any.

5. Arbitration Award. It is understood that, as the arbitrator, Panacea will grant any remedy or relief that it considers fair and reasonable under the circumstances, including but not limited to: cancellation of the sale and a full or partial refund of Panacea’s fee, repair of the defect at Seller’s expense, repair of any defect with the fees apportioned between Buyer and Seller, and/or partial or full reimbursement of transportation costs. Panacea may, but shall not be required to, apply legal principles to resolve the dispute. All amounts that Panacea determines should be paid as a result of the Claim are referred to as the “Award Amount”. Attorneys’ fees on not recoverable and shall not be part of the Award Amount. 

6. Final Determination. Buyer and Seller agree that Panacea shall make the final decision upon both Buyer and Seller on all arbitration matters, which decision shall be binding on all parties. Once an arbitration for a given Vehicle has been completed, no additional Claims may be raised by Buyer related to such Vehicle. The decision of Panacea is final and binding on Buyer and Seller. By doing business with Panacea, Buyer and Seller appoint Panacea to serve as the arbitrator and empower Panacea to render a final, binding decision in settlement of all Claims submitted for arbitration. Upon payment of the Award Amount and/or otherwise implementing Panacea’s decision, Buyer and Seller are deemed to release each other from all claims and demands regarding the matters referred to arbitration. The Award Amount may be enforced in court in accordance with the jurisdiction and venue provisions set forth in Panaceas Terms and Conditions. 

IV. ADDITIONAL TERMS 

1. Panacea reserves the right to interpret, waive or vary any provision of this Policy or the NAAA Arbitration Policy if, in its sole discretion, Panacea considers it fair and reasonable to do so under the circumstances. 

2. Panacea may amend this Policy at any time and any such amendments will be effective as of the date the amended policy is posted on Panacea’s website unless otherwise specified in therein.

 Last Updated - September 1, 2022