25 LC 55 0490S
The Senate Committee on Regulated Industries and Utilities offered the following
substitute to SB 81:
A BILL TO BE ENTITLED
AN ACT
To amend Article 22 of Chapter 1 of Title 10 of the Official Code of Georgia Annotated,1
relating to motor vehicle franchise practices, so as provide for protection of consumer data2
in motor vehicle sales or lease transactions by affiliates of franchisors, manufacturers, and3
distributors; to provide for procedures, conditions, and limitations on the use of motor4
vehicle dealer data; to provide for standards for access and integration of data collected and5
maintained by dealers and by third parties on behalf of dealers; to provide for applicability;6
to provide for requirements of franchisors, manufacturers, and distributors in relation to7
dealers; to provide for additional unlawful activities by franchisors; to revise legislative8
findings; to provide for definitions; to amend Code Section 40-2-39 of the Official Code of9
Georgia Annotated, relating to registration and licensing of new motor vehicle dealers,10
temporary site permits, administrative fines, and penalty, so as to provide for activities which11
qualify as activity as a new motor vehicle dealer; to provide for related matters; to repeal12
conflicting laws; and for other purposes.13
BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:14
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SECTION 1.15
Article 22 of Chapter 1 of Title 10 of the Official Code of Georgia Annotated, relating to16
motor vehicle franchise practices, is amended by revising Code Section 10-1-621, relating17
to legislative findings, as follows:18
"10-1-621.19
The General Assembly finds and declares that:20
(1) The distribution and sale of motor vehicles within this state are vital to the general21
economy of this state and to the public interest and public welfare;22
(2) The provision for warranty service, recall service, and the repair of predelivery23
transportation damages to motor vehicles is of substantial concern to the people of this24
state;25
(3) Robust competition among dealers benefits consumers through competitive pricing,26
service, and convenient repair facilities, thus the The maintenance of full and fair27
inter-brand and intra-brand competition among dealers and others is in the public interest;28
and29
(4) The maintenance of strong and sound dealerships is essential to provide continuing30
and necessary reliable services to the consuming public in this state, to the introduction31
of new automotive technology and support and maintenance of such after a sale, to32
protect against the creation or perpetuation of monopolies and other practices that are33
detrimental to public welfare and local businesses, and to provide stable employment to34
the citizens of this state."35
SECTION 2.36
Said article is further amended by revising Code Section 10-1-632, relating to protection of37
consumer data in motor vehicle sales or lease transactions and burden of proof for violations,38
as follows:39
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"10-1-632.40
(a) With respect to consumer data, a franchisor, manufacturer, distributor, or affiliate41
thereof or a third party acting on behalf of a franchisor, manufacturer, or distributor, or42
affiliate thereof:43
(1) Shall comply with and shall not cause a dealer to violate any applicable restrictions44
on reuse or disclosure of the consumer data established by federal or state law;45
(2) Shall provide a written statement to the dealer upon request describing the established46
procedures adopted by such franchisor, manufacturer, distributor, or affiliate thereof or47
third party acting on behalf of the franchisor, manufacturer, or distributor which meet or48
exceed any federal or state requirements to safeguard the consumer data, including, but49
not limited to, those established in the federal Gramm-Leach-Bliley Act, 15 U.S.C.50
Section 6801, et seq.;51
(3) Shall, upon the written request of the dealer, provide a written list of the consumer52
data obtained from the dealer and all persons to whom any consumer data has been53
provided by the franchisor, manufacturer, distributor, or affiliate thereof or a third party54
acting on behalf of a franchisor, manufacturer, or distributor during the preceding six55
months. The dealer may make such a request no more than once every six months. The56
list must indicate the specific fields of consumer data which were provided to each57
person. Notwithstanding the foregoing, such a list shall not be required to include:58
(A) A person to whom consumer data was provided, or the specific consumer data59
provided to such person, if the person was, at the time such consumer data was60
provided, a service provider, subcontractor, or consultant acting in the course of61
performance of services on behalf of or for the benefit of the dealer, franchisor,62
manufacturer, distributor, third party, or dealer affiliate, provided that the dealer,63
franchisor, manufacturer, distributor, third party, or dealer affiliate has entered into an64
agreement with such person requiring that such person comply with the safeguard65
requirements of applicable state and federal law, including, but not limited to, those66
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established in the federal Gramm-Leach-Bliley Act, 15 U.S.C. Section 6801, et seq.;67
and68
(B) A person to whom consumer data was provided, or the specific consumer data69
provided to such person, if the dealer has previously consented in writing to such70
person receiving such consumer data and the dealer has not withdrawn such consent in71
writing;72
(4) May not require that a dealer grant the franchisor, manufacturer, distributor, or73
affiliate thereof or a third party acting on behalf of a franchisor, manufacturer, or74
distributor direct or indirect access to such dealer's data management system to obtain75
consumer data. A franchisor, manufacturer, distributor, affiliate, or a third party acting76
on behalf of a franchisor, manufacturer, or distributor must shall permit a dealer to77
furnish consumer data in a widely accepted file format, such as comma delimited, and78
through a third-party vendor selected by the dealer.; provided, however, that However,79
a franchisor, manufacturer, or distributor, or affiliate thereof or a third party acting on80
behalf of a franchisor, manufacturer, or distributor may access or obtain consumer data81
directly from a dealer's data management system with the express consent of the dealer. 82
Such consent shall The consent must be in the form of a written document that is separate83
from the parties' franchise agreement, is executed by the dealer, and may be withdrawn84
allow for withdrawal by the dealer upon 30 days' written notice to the franchisor,85
manufacturer, or distributor as applicable. For incentive programs beginning on or after86
July 1, 2019, such consent shall not be required as a condition to a motor vehicle dealer's87
participation in an incentive program unless such consent is necessary to obtain consumer88
data to implement the program; and89
(5) Shall indemnify the dealer for any third-party claims asserted against or damages90
incurred by the dealer to the extent caused by access to, use of, or disclosure of consumer91
data in violation of this Code section by the franchisor, manufacturer, distributor, or92
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affiliate thereof or a third party to whom the franchisor, manufacturer, or distributor has93
provided consumer data.94
(b) Nothing contained in this Code section shall limit the ability of the a franchisor, the95
manufacturer, or distributor, or affiliate thereof to require that the dealer provide, or use in96
accordance with the law, such customer information related solely to such manufacturer's97
or distributor's own vehicle makes to the extent necessary to do any of the following:98
(1) Satisfy any safety or recall notice obligations or other legal notice obligations on the99
part of the manufacturer;100
(2) Complete the sale and delivery of a new motor vehicle to a customer;101
(3) Validate and pay customer or dealer incentives;102
(4) Submit to the franchisor, manufacturer, or distributor claims for any services supplied103
by the dealer for any claim for warranty parts or repairs;104
(5) Market analysis;105
(6) Evaluate sales and service customer satisfaction with the dealer, including surveys;106
or107
(7) Reasonable marketing purposes that benefit the dealer.108
(c) In any cause of action against a franchisor, manufacturer, or distributor, or affiliate109
thereof for a violation of this Code section, the party bringing the action shall have the110
burden of proof."111
SECTION 3.112
Said article is further amended by adding a new Code section to read as follows:113
"10-1-633.114
(a) As used in this Code section, the term:115
(1) 'Authorized integrator' means a third party with whom a dealer has entered into a116
written contract to perform a specific function which requires such third party to access117
protected dealer data or write data to a dealer data system or both.118
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(2) 'Data access overcharge' means any charge to a dealer or person authorized to119
perform integration that is greater than an amount which reimburses direct costs incurred120
by a dealer data systems vendor for integration. When a dealer data systems vendor fails121
to disclose the direct costs of integration and provide documentation of such costs, any122
direct costs sought to be reimbursed shall be considered a data access overcharge.123
(3) 'Dealer data system' means any software or hardware provided by a third party and124
used by a dealer in its business operations to store, process, or maintain protected dealer125
data.126
(4) 'Dealer data systems vendor' means any third party that stores protected dealer data127
pursuant to written contract with a dealer and shall include a dealer management system128
or customer relations management system provided by a third party. Such term shall not129
include a manufacturer, distributor, or affiliate subject to Code Section 10-1-632.130
(5) 'Integration' means access by an authorized integrator to protected dealer data which131
does not require access to any copyright protected material but allows for access to all132
protected dealer data and which can be accomplished by any commercially reasonable133
means not otherwise in violation of this Code section.134
(6) 'Prior express written consent' means written consent provided by the dealer that is135
contained in a document separate from any other consent, contract, franchise agreement,136
or other writing and that specifically outlines a dealer's consent for an authorized137
integrator to obtain protected dealer data, including the scope and duration of such138
consent, and may be unilaterally revoked by the dealer upon 30 days' notice without139
cause and immediately with cause.140
(7) 'Protected dealer data' means any of the following data that is stored in a dealer data141
system:142
(A) Personal, financial, or other data pertaining to a consumer that is provided to a143
dealer by a consumer;144
(B) Motor vehicle diagnostic data; or145
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(C) Any other data relating to the business operations of a dealer stored or maintained146
within a dealer data system.147
(8) 'Secure open application programming interface' or 'secure open API' means an148
application programming interface that allows an authorized integrator to integrate with149
a dealer data system remotely and securely.150
(9) 'STAR standards' means standards for the automotive retail industry established by151
the Standards for Technology in Automotive Retail organization.152
(10) 'Third party' includes service providers, vendors, including dealer data systems153
vendors and authorized integrators, and any other individual or entity other than a dealer. 154
Such term shall not include any manufacturer; distributor; affiliate of a manufacturer or155
distributor; a third party acting on behalf of or engaged contractually or by other156
agreement with a manufacturer or distributor or an affiliate thereof; any governmental157
entity acting pursuant to federal, state, or local law; or any third party acting pursuant to158
a valid court order.159
(b) It shall be unlawful for a third party to:160
(1) Access, share, sell, copy, use, or transmit protected dealer data from a dealer data161
system without the prior express written consent of a dealer;162
(2) Take any action, by contract, technical means, or otherwise, that would prohibit or163
limit a dealer's ability to protect, store, copy, share, or use any protected dealer data,164
including, but not limited to:165
(A) Imposing any data access overcharges or other restrictions of any kind on the166
dealer or any authorized integrator for integration;167
(B) Prohibiting an authorized integrator or any third party identified by a dealer as an168
authorized integrator that has satisfied or is compliant with the STAR standards, or a169
standard compatible with such standards, from performing integration or placing170
unreasonable restrictions on integration, which shall include, but not be limited to:171
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(i) Unreasonable restrictions on the scope or nature of the data shared with an172
authorized integrator;173
(ii) Unreasonable restrictions on the ability of an authorized integrator to write data174
to a dealer data system;175
(iii) Unreasonable restrictions or conditions on a third party accessing or sharing176
protected dealer data or writing data to a dealer data system; and177
(iv) Requiring unreasonable access to sensitive, competitive, or other confidential178
business information of a third party as a condition for access to protected dealer data179
or as a condition to share protected dealer data with an authorized integrator;180
(C) Prohibiting or limiting a dealer's ability to store, copy, securely share, or use181
protected dealer data outside the dealer data system in any manner and for any reason;182
or183
(D) Permitting access to or accessing protected dealer data without prior express184
written consent by the dealer.185
(c)(1) A secure open application programming interface shall:186
(A) Be made available by a dealer data systems vendor to any authorized integrator187
upon request by a dealer;188
(B) Include all relevant endpoints to allow for access to all protected dealer data or to189
integrate with protected dealer data; and190
(C) Provide granularity and control necessary for dealers and authorized integrators to191
integrate the data necessary pursuant to contract terms between the dealer and192
authorized integrator.193
(2) For purposes of this Code section, secure open application programming shall not194
require that an application programming interface be available to the public or at no cost195
to an authorized integrator, provided that no data access overcharge may be assessed in196
connection with a secure open API.197
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(d)(1) A dealer data systems vendor shall adopt and make available a standardized198
integration framework that allows for integration through secure open APIs to authorized199
integrators. In the event that application programming interfaces are no longer the200
reasonable commercial or technical standard for secure data integration, a similar open201
access integration method may be provided to the extent such method provides the same202
or better secure integration to dealers and authorized integrators as a secure open API. 203
Any dealer data systems vendor that utilizes STAR standards or a comparable system204
shall comply with the requirements of this subsection.205
(2) A dealer data systems vendor and authorized integrator:206
(A) Shall be authorized to integrate, or otherwise access, use, store, or share protected207
dealer data to the extent only outlined in and authorized by the dealer data systems208
vendor contract or authorized integrator contract;209
(B) Shall provide that any dealer data systems vendor contract or authorized integrator210
contract may be terminated upon no more than 90 days' notice from the dealer; and211
(C) Shall, in order to prevent any risk of consumer harm or inconvenience, ensure a212
secure transition of all protected dealer data to a successor dealer data systems vendor213
or authorized integrator upon notice of a dealer's intent to terminate a dealer data214
systems vendor contract or authorized integrator contract. The requirements of this215
subparagraph may be satisfied by taking any of the following actions:216
(i) Providing unrestricted access to all protected dealer data and all other data stored217
in the dealer data system within a commercially reasonable time and in a format that218
a successor dealer data systems vendor or authorized integrator is capable of219
accessing and using;220
(ii) Deleting or returning to the dealer all protected dealer data prior to termination221
of the contract pursuant to any written directions of the dealer;222
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(iii) Providing a dealer, upon request, with a list of all entities with whom it is sharing223
or has shared protected dealer data or to whom it has allowed access to protected224
dealer data; and225
(iv) Allowing a dealer to audit access to and use of any protected dealer data by the226
dealer data systems vendor or authorized integrator access.227
(3) Any dealer data systems vendor, authorized integrator, or third party acting228
pursuant to a written contract with or on behalf of a dealer shall indemnify the dealer229
for any third-party claims asserted against or damages incurred by the dealer from230
complaints, claims, or actions arising out of the willful, negligent, or impermissible use231
or disclosure of protected dealer data, customer data, or other sensitive information in232
a dealer data system by the dealer data system vendor, authorized integrator, or third233
party. Such indemnification shall include, but not be limited to, judgments, settlements,234
fines, penalties, litigation costs, defense costs, court costs, costs related to the disclosure235
of security breaches, and attorneys' fees arising out of complaints, claims, civil, or236
administrative actions.237
(e) A manufacturer, franchisor, distributor, or affiliate thereof, or any third party acting on238
behalf of a manufacturer, franchisor, distributor, or affiliate thereof; a data systems vendor;239
or dealer shall not prohibit a dealer from regularly and continually monitoring or auditing240
the specific data accessed from or written to a dealer data system or from complying with241
applicable state and federal laws or any rules or regulations promulgated thereunder. This242
subsection shall not impose an obligation on a manufacturer, franchisor, distributor, or243
affiliate thereof, a data systems vendor, or a third party to perform such monitoring or244
auditing.245
(f) A manufacturer, franchisor, distributor, data systems vendor or any third party acting246
on behalf of a manufacturer, franchisor, distributor, data systems vendor, or dealer shall not247
prohibit a dealer from copying, storing, or backing up data stored on its dealer data248
systems, or duplicating the critical components or functions thereof, for the purpose of249
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allowing a dealer to restore business operations in the event of a security breach or other250
event that renders a dealer data system inoperable. This subsection shall not impose an251
obligation on a manufacturer, franchisor, distributor, data systems vendor, or third party252
to provide such capabilities. This subsection shall not relieve a dealer from any contractual253
obligation relating to the safeguard, storage, copy, use, ownership, or sharing of or access254
to data.255
(g) A dealer data systems vendor or authorized integrator shall not be held responsible for256
any action taken directly by a dealer or for any appropriately taken action upon written257
request of a dealer to the extent that such action prevents such vendor or integrator from258
meeting any legal obligation regarding the protection of protected dealer data or results in259
any liability as a consequence of such actions by the dealer.260
(h) A dealer shall not be held responsible for any action taken directly by any of its dealer261
data systems vendors or authorized integrators or for any appropriately taken action upon262
written request of a dealer data systems vendor or authorized integrator to the extent that263
such action prevents such dealer from meeting any legal obligation regarding the protection264
of protected dealer data or results in any liability as a consequence of such actions by the265
dealer data systems vendor or authorized integrator.266
(i) The rights conferred on dealers in this Code section are not waivable and may not be267
reduced or otherwise modified by any contract, agreement, or incentive program.268
(j) Nothing in this Code section shall:269
(1) Be interpreted to prevent a dealer or third party from discharging its obligations or270
limiting responsibilities as a service provider to protect and secure protected dealer data271
under an agreement or as otherwise required pursuant to federal, state, or local law;272
(2) Give a new motor vehicle dealer any ownership or rights to share or use motor273
vehicle diagnostic data beyond what is necessary to fulfill a dealer's obligation to provide274
warranty, repair, or service work to its customers;275
(3) Govern, restrict, or apply to data that exists outside of a dealer data system; or276
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(4) Relieve a manufacturer, franchisor, distributor, third party acting on behalf of a277
manufacturer, franchisor, distributor, or affiliate thereof from the requirements of Code278
Section 10-1-632."279
SECTION 4.280
Said article is further amended in Code Section 10-1-641, relating to requirements of281
franchisor, manufacturer, and distributor, reasonable compensation for parts and labor, recall282
notices, and stop-sales, by revising paragraph (1) of subsection (a) as follows:283
"(a)(1) Each franchisor, manufacturer, or distributor:284
(A) Shall specify in writing to each of its dealers in this state the dealer's obligations285
for predelivery preparation including the repair of damages incurred in the286
transportation of vehicles as set forth in Code Section 10-1-642, recall work, and287
warranty service on its products;288
(B) Shall, at the election of the dealer, reasonably compensate the dealer for parts and289
labor provided for such warranty service work as provided in paragraph (2) of this290
subsection;291
(C) Shall provide the dealer with a schedule of compensation to be paid such dealer for292
parts, work, and service in connection therewith; and293
(D) Shall provide the dealer with a schedule of the time allowance for the performance294
of such work and service. Any such schedule of compensation shall include reasonable295
compensation for diagnostic work, repair service, and labor. Time allowances for the296
diagnosis and performance of such work and service shall be reasonable and adequate297
for the work to be performed; and298
(E) Shall provide compensation to the dealer for assistance provided to a retail buyer299
or lessee whose vehicle required a change, repair, or update by remote means to any300
part, system, or accessory or to any function of his or her vehicle by the vehicle301
manufacturer, franchisor, or distributor when such assistance was performed at the302
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dealership or by dealership personnel at another location authorized by the303
manufacturer or distributor at the request of the customer or at the request of the304
manufacturer, franchisor, or distributor on behalf of the customer."305
SECTION 5.306
Said article is further amended in Code Section 10-1-662, relating to unlawful activities by307
franchisors, by revising paragraphs (1), (20), and (21) of and adding a new paragraph to308
subsection (a) to read as follows:309
"(1)(A) To delay, refuse, or fail to deliver new motor vehicles or new motor vehicle310
parts or accessories in a reasonable time and in reasonable quantity if such vehicles,311
parts, or accessories are publicly advertised as being available for immediate delivery. 312
Upon written request of the dealer, the franchisor shall communicate its allocation313
process in writing in a clear and concise manner within 30 days from receipt of the314
dealer's request. For purposes of this paragraph, a reasonable quantity of vehicles:315
(i) Is fair and equitable to all line-make dealers in this state; and316
(ii) Does not unfairly discriminate among line-make dealers in its allocation process.317
(B) This paragraph is not violated, however, if such failure is caused by acts or causes318
the occurrence of temporary international, national, or regional product or services319
shortages resulting from natural disaster; unavailability or scarcity of parts or service;320
labor strikes; supply chain disruptions; product recalls; or other factors and events321
beyond the control of the franchisor that temporarily reduce the supply of a franchisor322
or if a state or federal law, rule, or regulation necessitates modification of the allocation.323
(C) Nothing contained in this paragraph shall relieve a manufacturer, franchise or324
distributor from its obligations under paragraph (9) of subsection (b) of Code325
Section 10-1-661;"326
"(20) To take any materially adverse action against a dealer, including a dealer's ability327
to participate in or receive a benefit or payment owed from any incentive or328
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reimbursement program, based on criteria it has established, implemented, or enforced329
for measuring the performance, including, but not limited to, sales or service330
performance, of a dealer unless such criteria:331
(A) Is fair, reasonable, and equitable; and332
(B) Is based on accurate and relevant information; or333
(21) To deny, delay payment for, restrict, or bill back a claim by a dealer for payment334
or reimbursement for incentives, hold-backs, sales or service promotion or other special335
program money, or any other amount owed to such dealer by the franchisor, if based336
solely on the dealer's compliance with a specific program requirement of the franchisor337
that would cause the dealer to violate a law or any properly promulgated rule or338
regulation of this state; or339
(22) To fail to provide to the dealer a written disclosure, which may be provided to a340
potential consumer of a new motor vehicle, of each accessory or function of the motor341
vehicle that may be initiated, updated, changed, or maintained by the manufacturer or342
distributor through remote means, and the charge to the consumer for the initiation,343
update, change, or maintenance that is known at the time of the transaction. A344
manufacturer or distributor may comply with this paragraph by notifying the dealer that345
the information is available on a public website or by other digital means."346
SECTION 6.347
Code Section 40-2-39 of the Official Code of Georgia Annotated, relating to registration and348
licensing of new motor vehicle dealers, temporary site permits, administrative fines, and349
penalty, is amended by revising paragraph (2) of subsection (b) as follows:350
"(2)(A) It shall be unlawful for any person to engage in any activity as a new motor351
vehicle dealer except at an established place of business which has been registered as352
such under this Code section and Code Section 40-2-38 or at a temporary site.353
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(B) For purposes of this Code section, activity as a new motor vehicle dealer shall354
include:355
(i) Selling, leasing, offering to sell or lease, or negotiating binding terms with a retail356
consumer for the purchase or lease of a new motor vehicle;357
(ii) Soliciting, accepting, or receiving a deposit or other payment for the retail358
purchase or lease of a new motor vehicle;359
(iii) Soliciting, accepting, or processing a reservation from a retail consumer for a360
specific motor vehicle; or361
(iv) Soliciting, accepting, offering, or negotiating with a retail consumer a binding362
value for a motor vehicle being traded in as part of the purchase or lease of a new363
motor vehicle.364
(C) For purposes of this Code section, activity as a new motor vehicle dealer shall not365
include:366
(i) Facilitating the receipt of a deposit or a payment under a retail installment sale367
contract or lease on behalf of a dealer;368
(ii) The disclosure of a manufacturer's suggested retail price;369
(iii) The display of new motor vehicles for information or demonstration purposes370
only;371
(iv) The operation of a public website or other means of electronic communication372
that identifies to a consumer any conditional prices or financing rates, available373
financing sources, add-on product prices, or conditional trade-in values that are not374
binding on a dealer;375
(v) Sales, leasing, marketing, or advertising activities of manufacturers, franchisors,376
and distributors by or through their line-make dealers in accordance with Article 22377
of Chapter 1 of Title 10;378
(vi) Facilitating a vehicle reservation system that allows a retail consumer to request379
the opportunity to purchase or lease a new vehicle, when the vehicle becomes380
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available for sale to the public, through a franchised new motor vehicle dealer,381
provided that the final terms of sale are negotiated between the retail consumer and382
franchised new motor vehicle dealer; or383
(vii) Processing a new vehicle sold order for a specific new motor vehicle entered by384
a franchised new motor vehicle dealer on behalf of a specific consumer, provided that 385
all final terms of sale are negotiated between the franchised new motor vehicle dealer386
and the consumer."387
SECTION 7.388
All laws and parts of laws in conflict with this Act are repealed.389
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