Arbitration Policy

WHIPFLIP, INC. (WHIPFLIP XCHANGE) BUY BACK (ARBITRATION) POLICY

Effective: November 1^st, 2024

WhipFlip Xchange strives to create a fair and transparent platform dedicated to the exchange of used vehicles between WhipFlip, Inc. and its subscribed dealers.  Vehicles offered by WhipFlip, Inc. through the WhipFlip Xchange platform have been inspected by WhipFlip, Inc. personnel prior to purchase and listing.  It is our desire to offer our inventory to the Buyer(s) with transparent vehicle condition reports, disclosures, and a buy back policy aligned with the Buyers expectations.  Therefore, WhipFlip Xchange is pleased to offer a simple, no-frills, and fair buy back (arbitration) policy.

To summarize, the terms of the WhipFlip Xchange Buy Back Policy are as follows:

CLAIM TIME FRAME:

• Claim must be filed within 3 calendar days from delivery date, up a maximum of 10 calendar days from offer acceptance, whichever occurs soonest.
• Vehicle mileage does not exceed 150 miles from mileage recorded on the vehicle listing details at the time of purchase.
• Buyer must use “Open Arbitration” function on the listing in WhipFlip Xchange.
  • If the “Open Arbitration” is not functional, Buyer may open a claim by emailing auction@whipflip.com with the VIN and claim details.
• The timestamp of opening the claim will be used to validate the claim is within the time frame policy and start the arbitration clock to complete the necessary steps required to satisfy the arbitration claim.
• IF THE ARBITRATION CLAIM IS FILED LATE THE CLAIM WILL BE AUTOMATICALLY DENIED, REGARDLESS OF REASON FOR LATE FILING.

WHAT IS NOT COVERED:

• Wearable parts
  • Tires (includes TPMS light)
  • Wheel and drivetrain bearings, ball joints
  • External pulleys and belts
  • Brakes (includes pads & rotors)
  • Fluids (oil, antifreeze, brake, drivetrain/transmission fluid, washer)
  • Lights (interior, exterior, bulbs)
  • Clutch (manual transmission)
  • Spark plugs, coils, wires
  • Batteries (main, auxiliary), relays
  • Pumps – Steering, fuel, brakes
  • Window/sunroof switches and motors
  • Shocks, struts, bushings (includes air suspension)
  • AC/Heat recharge – Blows warm or no heat
  • O2 sensors, Catalytic convertors, mufflers, manifolds (unless missing or modified)

GREEN LIGHT (Guaranteed)

• Applies to vehicles over $5,000 unless otherwise disclosed AS-IS.
• Under 150,000 miles
• Undisclosed warning lights (excludes TPMS)
• Undisclosed major vehicle history issues, title brands (It is the Buyers responsibility to check Carfax and AutoCheck for vehicle history issues such as accident, damage, severity, repossession, theft recovered).
• Odometer Rollback/TMU (excludes “Mileage Inconsistency”)
• Branded title – Salvage, Reconstructed, Flood
• Structural damage per NAAA guidelines
• Internal engine issues (non-wearable) – noise (knocking/ticking), head gasket, overheating, poor performance (compression), inoperable.
• Drivetrain issues (non-wearable) – Transmission, AWD, 4WD, differential
• Radio/Navigation issues/inoperable – Replacement cost over $1,000
• AC/Climate control inoperable
• Fluid leaks – Only for engine (oil seals), head gasket, transmission seals
• Cosmetic damage (exterior or interior) that requires full panel replacement
• Repairable dents, scratches, chipping, oxidation doesn’t qualify.
• Please refer to pictures and/or videos to see potential damages.

RED LIGHT (AS-IS)

• Applies to vehicles under $5,000 or disclosed RED LIGHT (AS-IS)
• Over 150,000 miles
• No guarantee or resolution on engine, drivetrain, structural, or cosmetic.
• Undisclosed title/vehicle history branding (i.e., Salvage, Odometer, Reconstructed)

YELLOW LIGHT (CAUTION)

• WhipFlip Xchange at its sole discretion may elect to include a CAUTION (Yellow Light) disclosure in a vehicle listing to draw attention to what we deem as a significant issue that may include:
  • Engine issues – noises, performance, overheating
  • Drivetrain issues – transmission, gearbox, 4WD/AWD, differential
  • Fault codes via OBD scan – Timing chain, transmission, etc.
  • Structural damage (accident or rust related)
  • Title brands
  • 5-digit odometer

30 DAY TITLE POLICY (BLUE LIGHT):

• WhipFlip, Inc. (WhipFlip Xchange) must produce a clear and transferrable title to the Buyer within 30 days of checkout. Buyer has the right to unwind the sale and recoup the vehicle principal and any applicable fees incurred per WhipFlip, Inc. (WhipFlip Xchange) BuyBack Reimbursement Policy.
• Seller must produce a clear and transferrable title to the Buyer within 30 days of offer acceptance by WhipFlip Xchange. WhipFlip Inc. (WhipFlip Xchange) has the right to unwind the sale and recoup the vehicle principal and any applicable fees incurred per WhipFlip, Inc. (WhipFlip Xchange) BuyBack Reimbursement Policy.

RESOLUTION:

In the event the Buyer’s arbitration claim is approved, WhipFlip Xchange makes it fast and easy to unwind the sale and recoup approved costs. WhipFlip, Inc. (WhipFlip Xchange) does not engage in concessions to keep a sale together and elects to simply unwind the sale and repay the Buyer in a timely manner.

• Concessions – WhipFlip Inc. (WhipFlip Xchange) will not make monetary concessions to resolve a successful arbitration claim by the Buyer. Instead, WhipFlip Xchange will immediately unwind the sale and repay the Buyer the vehicle principal, repair shop diagnosis costs up to $150 (if performed by a 3^rd party), and transport costs up to $300 within 48 hours of claim approval.

• WhipFlip, Inc. (WhipFlip Xchange) shall not be responsible or liable for:
  • Floorplan financing costs or holding fees

§  Transportation costs that exceed $300

§  Reconditioning costs (repairs, part replacements, etc.)

§  Loss of sale

§  Repair shop estimates over $150

1.     Transparent and Fair Resolution Process

WHIPFLIP, INC. (WHIPFLIP XCHANGE) (“WHIPFLIP, INC. (WHIPFLIP XCHANGE)”) strives to create a frictionless arbitration experience that is transparent and fair for both the buyer (“Buyer”) and seller (“Seller”) of vehicles sold/purchased through the WHIPFLIP, INC. (WHIPFLIP XCHANGE) online marketplace (the “WHIPFLIP, INC. (WHIPFLIP XCHANGE) Platform”). In the event a concern arises with regard to the vehicle condition, the Buyer or Seller and WhipFlip, Inc, agree to resolve such concern through WHIPFLIP, INC. (WHIPFLIP XCHANGE)’s arbitration process, and WHIPFLIP, INC. (WHIPFLIP XCHANGE) agrees it will strive to find a fair resolution to all legitimately brought concerns that are covered by this Arbitration Policy. In the event of any conflict between this Arbitration Policy and Federal, State, and Local laws, such laws shall supersede this Arbitration Policy where applicable.

2.  How and When to Use the Arbitration Process at WHIPFLIP, INC. (WHIPFLIP XCHANGE)

a.  General. If a Buyer has received a vehicle that has an undisclosed issue that is covered for arbitration under this Arbitration Policy, the Buyer may notify WHIPFLIP, INC. (WHIPFLIP XCHANGE) by contacting WHIPFLIP, INC. (WHIPFLIP XCHANGE)’s arbitration team through the WHIPFLIP, INC. (WHIPFLIP XCHANGE) Platform or auction@whipflip.com.  A Buyer is only eligible to have the issue reviewed by WHIPFLIP, INC. (WHIPFLIP XCHANGE)’s arbitration team if the Buyer has paid for the vehicle and submitted a request for arbitration prior to the expiration of the arbitration window set forth below. For all eligible Buyers, WHIPFLIP, INC. (WHIPFLIP XCHANGE) will investigate the claim made by the Buyer and determine the appropriate resolution, if any. Buyer is required to complete the checkout process within twenty-four (24) hours after the Buyer’s offer is accepted by WhipFlip, Inc. (WHIPFLIP XCHANGE) (“Timely Checkout”). Failure to do so may void Buyer’s rights to receive any arbitration services hereunder.

b. Timing. Subject to the last sentence of this clause b., Buyer will have three (3) calendar days from the day of delivery or ten (10) calendar days total from the date of purchase (i.e., the date Buyer’s offer is accepted by WHIPFLIP, INC. (WHIPFLIP XCHANGE) (the “Standard Arbitration Window”) whichever occurs sooner to raise any and all concerns to be reviewed through the arbitration process. The date of purchase counts as day one (1) for the purpose of calculating this timeframe. The date of delivery counts as day one (1) for the purpose of calculating this timeframe.  Buyer understands that no additional days will be granted as a grace period.  The arbitration timeframes are firm and will be enforced on each purchase by the Buyer.

c. Investigation. In order to fully investigate the arbitration claim, WHIPFLIP, INC. (WHIPFLIP XCHANGE) may require the Buyer to provide evidence of the claim and assist in diagnosis of any undisclosed condition issues within a specified timeframe, in order to determine an appropriate resolution. This may include the Buyer:

i. Submitting photos, video or other evidence of the vehicle condition to WHIPFLIP, INC. (WHIPFLIP XCHANGE) within two (2) calendar days of the request by WHIPFLIP, INC. (WHIPFLIP XCHANGE),

ii. Taking the vehicle to a third-party diagnosing facility designated or approved by WHIPFLIP, INC. (WHIPFLIP XCHANGE) and providing evidence of such facility’s receipt of the vehicle,

iii. Permitting an WHIPFLIP, INC. (WHIPFLIP XCHANGE) vehicle inspector or third-party inspector to inspect the vehicle on the Buyer’s lot, or the Buyer taking the vehicle to a third party at WHIPFLIP, INC. (WHIPFLIP XCHANGE) option, or

iv. Providing other potential evidence as requested.

If the Buyer is unable or unwilling to provide the requested evidence of the vehicle condition within the timeframe requested, WHIPFLIP, INC. (WHIPFLIP XCHANGE) will close the arbitration related to such vehicle and the Buyer will not be permitted to reopen the arbitration.

d. Final Determination. Buyer and Seller agree that WHIPFLIP, INC. (WHIPFLIP XCHANGE) makes the final binding decision the Buyer on all arbitration matters.

e. Possible Resolutions to Arbitration. WHIPFLIP, INC. (WHIPFLIP XCHANGE) adheres to its commitment to buyers to immediately unwind the sale of a purchased vehicle offered by WHIPFLIP, INC. (WHIPFLIP XCHANGE) if it qualifies for unwind based on the arbitration guidelines set forth in this document.

f. One Arbitration Only. The Buyer should inspect the vehicle upon delivery and determine all issues or concerns with the vehicle and notify WHIPFLIP, INC. (WHIPFLIP XCHANGE) of all vehicle condition issues at the same time. Once an arbitration for a given vehicle has been completed and closed by WHIPFLIP, INC. (WHIPFLIP XCHANGE), no new concerns may be raised by the Buyer for arbitration related to that vehicle.

g. If Reparation is made to the Buyer. If a credit or repair payment is made to the Buyer, the vehicle becomes “As-Is, No Arbitration” property of the Buyer, and is not subject to any further arbitration.

h. If a Sale is Cancelled. In the event WHIPFLIP, INC. (WHIPFLIP XCHANGE), in its sole discretion, determines that cancellation of the sale is the appropriate resolution after the vehicle has been delivered to the Buyer, the vehicle will be transported to another location by WHIPFLIP, INC. (WHIPFLIP XCHANGE), the Seller, or another third party, at WHIPFLIP, INC. (WHIPFLIP XCHANGE)’s discretion. The Buyer will be responsible, at its own cost, for the safety and security of the vehicle, and any damage that occurs to, or theft of, the vehicle until it can be transported from the Buyer’s lot. WHIPFLIP, INC. (WHIPFLIP XCHANGE) will not be responsible to pay the Buyer any fees associated with Buyer’s or its third party’s storage or security of the vehicle until it is transported from Buyer’s lot. Buyer and Seller agree that, in the event the transaction is cancelled as the result of a vehicle condition arbitration claim, either party may be required by WHIPFLIP, INC. (WHIPFLIP XCHANGE) to transfer ownership to the next Buyer either through the WHIPFLIP, INC. (WHIPFLIP XCHANGE) Platform or otherwise, and Buyer agrees to cooperate with such transfer and promptly provide and facilitate the processing of any title paperwork related thereto. In the event of a cancellation and so long as WHIPFLIP, INC. (WHIPFLIP XCHANGE) receives the required negotiable title paperwork from the Buyer, Buyer will recoup the purchase price and Buyer fee paid to WHIPFLIP, INC. (WHIPFLIP XCHANGE) for the original purchase of the vehicle upon WHIPFLIP, INC. (WHIPFLIP XCHANGE)’s receipt of such title paperwork. For the purpose of clarity, only WHIPFLIP, INC. (WHIPFLIP XCHANGE) (and not Buyer) can cancel a sale under this Arbitration Policy and Buyer’s sole remedy for any such cancellation is recoupment of the purchase price and Buyer fee as described above.

i. What Can Be Arbitrated (Vehicle Condition). In order for the Buyer to request arbitration and to be eligible for any remedy based on the vehicle condition, each of the following criteria must be met:

i. The defect or concerning condition was not disclosed in the WHIPFLIP, INC. (WHIPFLIP XCHANGE)  vehicle condition report and fits within WHIPFLIP, INC. (WHIPFLIP XCHANGE) arbitration reasons;

ii. The odometer reading has not increased by 150 miles or more over the miles indicated on the WHIPFLIP, INC. (WHIPFLIP XCHANGE) Platform at the time of purchase.

3. Buyer's Responsibilities

a. Buyer will inspect the vehicle immediately upon arrival at Buyer’s location. The Buyer must verify the Seller’s representations and promptly notify WHIPFLIP, INC. (WHIPFLIP XCHANGE) of any discrepancies within the time frame as stated in this Arbitration Policy. Buyer will verify 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, if the Buyer wants to arbitrate related to an inoperable odometer.

b. Prior to making an offer to buy the vehicle through WHIPFLIP, INC. (WHIPFLIP XCHANGE), the Buyer is responsible to review all condition reports, pictures, and disclosures made available by the Seller and WHIPFLIP, INC. (WHIPFLIP XCHANGE).

c. Buyers are also responsible for observing and understanding the Sale Light System, which are a non-binding, subjective indicator of the various sale conditions for the vehicle.

d. The Buyer is financially responsible and assumes all risk of damage and loss on the vehicle beginning at the point of pick up (by the Buyer or its agent) or delivery (by third party transporter).

e. The Buyer or Buyer’s agent (transporter or driver) must document any damage at the time of pick-up prior to removing the vehicle from its location. WHIPFLIP, INC. (WHIPFLIP XCHANGE) and the Seller will not be responsible for any damage not identified in writing as of the time of pick-up of the vehicle once the vehicle is removed from the location.

f. The Buyer will not have any repairs performed prior to WHIPFLIP, INC. (WHIPFLIP XCHANGE) validating the claim. Cost for any repairs performed prior to validation of the claim will not be covered by arbitration. If the Buyer makes any changes to the vehicle pending completion of arbitration, the Buyer shall be liable for any and all work done to the vehicle and any result thereof. Additionally, Buyer will not be eligible for any remedy through arbitration for a vehicle that has been sold by Buyer after purchase (either wholesale or retail, and whether valid or voided) and before an arbitration claim is resolved.

g. Buyer must abide by WHIPFLIP, INC. (WHIPFLIP XCHANGE)’s Title Policy and WHIPFLIP, INC. (WHIPFLIP XCHANGE)’s Terms of Service.

4. Buyer's Expectations

a. WHIPFLIP, INC. (WHIPFLIP XCHANGE) has its own team of vehicle inspectors that perform an auction level condition assessment of each vehicle purchased.  As the WHIPFLIP, INC. (WHIPFLIP XCHANGE) platform doesn’t allow for consignment of vehicles offered, the vehicles are wholly owned by WHIPFLIP, INC. (WHIPFLIP XCHANGE).  Therefore, WHIPFLIP, INC. (WHIPFLIP XCHANGE) is the direct acquirer, inspector, and reseller of vehicles offered on the platform.   

b. Additionally, a mechanical inspection includes checking the engine oil and coolant, starting and running the engine, and driving the vehicle up to 30 MPH to test the functionality of the transmission and drivetrain through most gears including reverse.  WHIPFLIP, INC. (WHIPFLIP XCHANGE) cannot guarantee any mechanical issue will be detected via our mechanical inspection as described above.

c. Although WHIPFLIP, INC. (WHIPFLIP XCHANGE) may disclose the same issue on different vehicles in different ways, if an issue is disclosed in any manner, it will not be eligible for any reparations through arbitration.

d. As a professional used car buyer, Buyer can expect that the cars Buyer purchases through the WHIPFLIP, INC. (WHIPFLIP XCHANGE) Platform may have imperfections and may need repairs to get them into retail-ready condition. Although WHIPFLIP, INC. (WHIPFLIP XCHANGE) may not disclose in the condition report all items that are subject to wear and tear, it should be considered normal and reasonable for any wholesale auction purchase, and therefore, these issues are not eligible for arbitration claims.

5. Sale Light System. 

WHIPFLIP, INC. (WHIPFLIP XCHANGE) follows the NAAA Sale Light System. See the NAAA Policy for details. This light indicator system is used as a high-level indication of the basic condition of the car, but the Buyer is responsible for reviewing the condition reports, pictures, disclosures, and other information provided by WHIPFLIP, INC. (WHIPFLIP XCHANGE) to accurately determine the condition of the vehicle before making a purchase decision. Vehicles lacking a properly assigned title or reassignment to transfer a title at time of sale must sell “Title Absent,” with the Blue light on. Vehicles lacking lien release or a valid repo affidavit for a repossessed vehicle (where allowed by law) must be sold “Title Absent,” with the Blue light on. Vehicles having only a five (5) digit odometer must sell as Red light vehicles.

6. Frequent Arbitration

a. If arbitration claims from the Buyer are more frequent than other WHIPFLIP, INC. (WHIPFLIP XCHANGE) Buyers, or if WHIPFLIP, INC. (WHIPFLIP XCHANGE) believes, in its sole discretion, that Buyer is taking advantage of our arbitration process in any way, WHIPFLIP, INC. (WHIPFLIP XCHANGE) may terminate Buyer’s usage and participation on the WHIPFLIP, INC. (WHIPFLIP XCHANGE) platform and/or deny any future arbitration claims. WHIPFLIP, INC. (WHIPFLIP XCHANGE) reserves the right to refuse or terminate usage of the platform for any buyer.

7. Amendment of the Policy

a. WHIPFLIP, INC. (WHIPFLIP XCHANGE) may amend this Arbitration Policy at any time and any such amendments will be effective as of the date the amended policy is posted on the WHIPFLIP, INC. (WHIPFLIP XCHANGE) website unless otherwise specified in therein.