Horse Select Auction

Translation subject to translation errors, in case of disagreement the Dutch terms are binding

ARTICLE 1. GENERAL

1.1 Horse Select Auction (JM Company), in its capacity as an intermediary between seller and buyer, organizes the Horse Select Auction. The organisation, preparation and conduct of the auction are determined exclusively by Horse Select Auction. This means, among other things, that Horse Select Auction determines the course of events prior to and during the auction and has the authority to refuse to auction one or more lots or to refuse to recognise a bid and declare the auction invalid, to suspend, resume, extend or cancel the auction and/or take other measures which it deems necessary.

1.2 These auction conditions apply to all contracts of sale concluded during the auction concerning Horses/Ponies/Foals/embryos offered through Horse Select Auction, as well as all contracts resulting from them.

1.3 Horse Select Auction does not own the selected auction horses and has no direct or indirect interests in the auction horses. The role of Horse Select Auction is limited to providing a platform on which potential buyers have the opportunity to buy selected, talented and healthy show jumpers or dressage horses/ponies/ foals/embryos directly from the owner of the horses in question.

ARTICLE 2. DEFINITIONS

2.1 General and Special Terms and Conditions of Sale: the following general and special auction terms and conditions of Horse Select Auction apply to the purchase agreement, unless otherwise agreed by the parties, which are expressly accepted by the buyer. Each bidder is deemed to have taken note of these auction conditions and to have accepted them. Consequently, the following general and special auction conditions apply as soon as a bid is placed.

2.2 Horse Select Auction for JM Company, with registered office at Zogge 72a, 9220 Hamme, registered at the KBO-register under the number 0438 646 569 which facilitates the auction service.

2.3 Seller: the natural or legal person who has commissioned Horse Select Auction to sell by auction one or more horses in the name of and for the account of the seller.

2.4 Bidder: the natural or legal person of full age who registers or has registered on the Horse Select Auction website to take part in the auction organised by Horse Select Auction

2.5 Bid: the amount bid by the bidder at the auction for a lot plus any taxes and costs (including but not limited to auction fees).

2.6 Participant: a seller and/or bidder.

2.7 Lot: one or more horses auctioned on the Horse Select Auction website.

2.8 Buyer: the bidder to whom allotment has been made.

2.9 Sales contract: the sales contract between the seller on the one hand and the buyer on the other which is concluded as a result of the allotment to the highest bidder.

2.10 Allotment: the explicit declaration by Horse Select Auction, on behalf of the seller, to the bidder, that the lot for which the bidder has made a bid has been allotted to the bidder and that the bidder will become the buyer of the lot. The allotment will be made by Horse Select Auction.

2.11 Horses: In the general and special auction conditions below, horse or horses shall mean any adult horse or foal .

2.12 Horse: the horse offered on the auction website, described as well as possible by means of information and visual material. This information is intended only to give an impression of the qualities of the horse, without claiming to be complete/correct and without giving any guarantees.

2.13 Foal: The foal offered on the auction website, described as well as possible by means of information and visual material. This information is solely intended to give an impression of the foal's qualities, without pretending to be complete/correct and without giving any guarantees.

2.14 Personal details: the (personal) details which must be provided to Horse Select Auction upon registration in order to be able to bid at the auction organised by Horse Select Auction.

2.15 Auction: the online auction via the Horse Select Auction website.

2.16 Auction service: the mediation in the establishment of a purchase agreement between seller and buyer by facilitating an online auction.

2.17 Auction Fees: the fees payable by a buyer to Horse Select Auction after allotment for participation in an auction and listed on the auction website.

2.18 Auction website: the auction website on which Horse Select Auction offers its auction service, refers to: www.horse-select.auction.

ARTICLE 3. APPLICABILITY

3.1 By participating in the auction organised by Horse Select Auction, the participants declare to each other and the bidder declares to Horse Select Auction that he/she is obliged to comply with these general and special auction conditions and is bound by the legal consequences resulting from them for a participant. Each participant is deemed to have taken note of these auction conditions and to have accepted them without any reservation.

ARTICLE 4. SELECTION COMMITTEE

4.1 Horse-Select Auction has a professional selection committee which will assess your horses/ponies/cross foals as accurately as possible before they are admitted to the auction. Horse-Select Auction has tried to compile the available information on the horses as accurately as possible.

ARTICLE 5. REGISTRATION OF THE BIDDER

5.1 In order to participate in the auction organised by Horse Select Auction, the bidder must have registered before the start of the auction in the manner prescribed by Horse Select Auction on the auction website. Furthermore, by participating in an auction, the bidder declares that he/she is authorised to perform legal acts and declares that he/she is competent to enter into a purchase agreement concerning the lot in question. Horse Select Auction reserves the right to refuse registration and participation in an auction and/or to terminate it unilaterally at any time. At the first request of Horse Select Auction, the bidder must provide proper identification, failing which the bidder is not allowed to take part in the auction. The bidder is required to ensure that, at the time of registration, all information provided by the bidder to Horse Select Auction is completed fully, correctly and truthfully, and the bidder guarantees the accuracy and completeness of the information provided. If this information changes at any time, then the bidder must immediately inform Horse Select Auction of the change(s). The username and password used by a bidder for an auction are strictly personal and may not be transferred by a bidder to a third party. If a bidder fears that someone else knows his/her password, the bidder must inform Horse Select Auction immediately. The bidder is liable for and bound to all actions occurring at an auction, resulting from the use of his/her password and/or username, also in case of abuse if the bidder has handled his/her username and password carelessly. Horse Select Auction, also on behalf of the seller, is entitled to claim fulfillment of the payment obligations of a bidder as a result of bids and subsequent allocation that have taken place through use of the bidder's password and username.

ARTICLE 6. PRIVACY STATEMENT

6.1 Horse Select Auction will only use the (personal) data of a bidder for the purpose for which they are intended.

ARTICLE 7. SECURITY

7.1 Horse Select Auction makes every reasonable effort to secure its systems against loss of data and/or any form of unlawful use and, in doing so, takes appropriate technical and organisational measures. The bidder is obliged to Horse Select Auction to protect his computer and/or any other device with which he gains access to the auction website against viruses or other illegal programs or files that may spread over the internet.

7.2 The auction website may contain links to other third party websites. Horse Select Auction has no influence on (the information on) such websites.

ARTICLE 8. THE AUCTION PROCEDURE

8.1 Through the auction organised by Horse Select Auction, the seller makes a horse or foal available for mediation for sale. Horse Select Auction acts as the auctioneer. The organisation, preparation and conduct of the auction are determined exclusively by Horse Select Auction. This means, inter alia, that Horse Select Auction determines the course of events prior to and during the auction and has the authority to decide not to auction one or more lots or to change (the composition of) lots, not to recognise a bid and to declare it invalid, to suspend, resume, extend or cancel the auction and/or take other measures which it deems necessary. The duration of an auction is indicated on the auction website. This does not affect the right of Horse Select Auction to cancel an auction, to terminate it (prematurely) at any time, to suspend it or to extend it. Thus, Horse Select Auction may exercise its right to extend an auction if, due to technical problems, an auction is not accessible to all bidders. However, Horse Select Auction is not obliged to do so. A bidder is obliged to comply with instructions and directions given by or on behalf of Horse Select Auction within the framework of an auction. A bidder accepts the special circumstances that may be involved in an Internet auction and the (technical) imperfections which may arise. Horse Select Auction can in no way be held responsible for such facts.

8.2 If a bid is placed in the last 5 minutes before the auction closes, the auction will be extended by 5 minutes.

ARTICLE 9. DESCRIPTION OF LOTS

9.1 Horse Select Auction, when describing a lot on its auction website, is dependent on the information provided by a seller or third party about the lot. Horse Select Auction is not liable for any misprints and/or material errors in the auction catalog.

9.2 Special auction conditions may be supplemented for a specific lot, which shall be deemed to be known and accepted when a bid is placed on this specific lot.

ARTICLE 10. THE BID

10.1 Bids must be placed in the manner indicated by Horse Select Auction on the auction website. The auction takes place "by auction". A bid by a bidder is considered to be an offer to the seller. The bidder is bound by a bid that is deemed irrevocable and unconditional. Every bidder who places a bid is deemed to be bidding for himself/herself and is personally bound to Horse Select Auction and (after allotment) to the seller for the obligations arising from his/her bid to Horse Select Auction and the seller. This also applies if the person placing the bid declares that he/she is acting on behalf of a third party. If several persons declare that they are placing or have placed a bid jointly, they are jointly and severally liable for the resulting obligations to Horse Select Auction and (after acceptance) to a seller. Horse Select Auction and the seller are entitled to participate in the auction and to bid on behalf of third parties for the lot(s) offered for auction by the seller.

ARTICLE 11. SALE/AUCTION

11.1 The horses will be sold during the auction by bidding in Euros unless otherwise indicated. The auctioneer may, on his/her own initiative, establish a bidding scale before bidding begins on a particular horse. A potential bidder/buyer will be held to his/her bid until any higher bid follows. If the buyer is assigned the auction by the auctioneer, then that particular buyer is obliged to pay the account amount as calculated in article 3. If there is any doubt as to the validity of an auction, the last bid may be reinstated and bidding will resume. The Auction Committee shall make a binding decision on any disputes arising at or during the bidding.

11.2 Immediately after the end of the auction, the buyer must fulfil his/her payment obligations to the auction committee within the set period. If the buyer fails to do so, Horse Select Auction is entitled to refuse to acknowledge the bid and to declare it invalid and/or to re-auction the horse purchased, or to allocate the horse purchased to the next highest bidder. In this case, the buyer is legally in default and is obliged to compensate Horse Select Auction for the damage caused, without prejudice to Horse Select Auction's other rights. The damages consist of the commission surcharge (10% + VAT) on the knock-down price + the difference between the amount bid by the buyer and the amount finally obtained + the amount of an all-in registration fee (+ VAT). The claim amount is payable immediately.

11.3 Horse Select Auction is allowed to collect information on the financial solvency of a bidder/purchaser concerned and to make participation in the auction by concluding an agreement with the bidder/purchaser concerned dependent on providing security for the payable purchase price by means of a bank guarantee, letter of credit or any other form of security.

ARTICLE 12. SETTLEMENT OF AUCTION PRICE AND AUCTION COSTS

12.1 The amount to be paid by the Buyer will be calculated/fixed as follows:

Settlement price highest bid for the horse + VAT

The VAT percentage will be indicated per horse in the catalog]

+ plus 10% commission charge on the knock-down price + VAT

21% VAT with respect to JM Company BV Belgium]

= Amount to be paid

The VAT finally charged depends on the VAT system of the buyer, seller/horse and country of export (See also point 8.)]

12.2 The amount paid by the buyer is immediately due and payable. Payment shall be made by bank transfer. Set-off of any counterclaims is excluded.

ARTICLE 13. CONCLUSION OF SALES AGREEMENT

13.1 Purchase agreement is concluded as a result of allocation to the highest bidder. The auction is supervised by a public official who draws up a report of the allotment. Participation in an auction does not mean that a bidder will not be able to sell a lot.

ARTICLE 14. INVOICING AND PAYMENT

14.1 A buyer shall owe Horse Select Auction an auction charge of 10% of the last bid made by the buyer. The auction charges must be increased by 21% VAT. Horse Select Auction will send the buyer an invoice for the auction costs owed by the buyer to Horse Select Auction. In addition, the buyer will receive an invoice from the seller relating to the purchase price, which may be increased by 21% VAT if the horses are sold with the application of VAT. The invoices are payable on their due date. If the buyer fails to pay on time in the manner prescribed by Horse Select Auction, the buyer will be in default towards Horse Select Auction and the seller, and Horse Select Auction and the seller will be entitled to interest at 10% per annum up to the date of full payment, as well as to irreducible compensation of 10% of the invoice amount. If the seller or the buyer dissolves the sales contract or affects it in any other way, or if it is dissolved on the part of the buyer or the seller, the buyer will still owe Horse Select Auction the auction costs, without prejudice to any other rights Horse Select Auction may have in that case. If the invoice for the sale of the horse or embryo remains unpaid after 7 days, Horse Select Auction may declare the sale to be cancelled by operation of law without prior notice and the lot will then remain the property of the original seller.

ARTICLE 15. FOAL

15.1 At the auction of a foal, the buyer pays the full purchase price (highest bid + auction fees + possible VAT) into the account of Horse Select Auction. Transfer of ownership of the foal takes place at the time of allotment in the auction, but the seller remains responsible for the foal until the moment of delivery to the buyer. The seller undertakes to reach a sound agreement with the buyer 15.2 regarding the weaning and delivery of the foal. The foal must be at least 150 days old at weaning. Unless otherwise agreed between the buyer and the seller, the seller must deliver the foal to the Belgian buyer. A foreign buyer will always collect the foal from the seller, unless otherwise agreed between the two parties.

15.3 Horse Select Auction will pay the seller when a signed proof of delivery of the foal arrives at the auction committee. Delivery cannot take place without the foal's passport.

ARTICLE 16. DELIVERY

16.1 The buyer is obliged to take delivery of the purchased horse or foal at the place and time determined by Horse Select Auction on presentation of a proper proof of identity. The horse or foal must be picked up no later than 7 days after it has been allotted. Delivery of the horses takes place by placing the horses at the disposal of the buyer or a carrier appointed by him. The risk is for the purchaser from the moment of delivery to the purchaser or to a carrier appointed by him. Acceptance shall take place under the suspensive condition that the full purchase price, auction costs and any other amounts due have been paid by the buyer. If the buyer refuses to accept delivery or fails to provide information or instructions necessary for acceptance, the horses will be kept by Horse Select Auction at the buyer's risk. In this case, the buyer is obliged to pay all additional costs, including in any case stabling and transport costs, to Horse Select Auction, in which case horses will only be delivered by acceptance if and when the buyer has also paid the above-mentioned costs in full.

ARTICLE 17. LIABILITY

17.1 Any other liability of Horse Select Auction is excluded. Insofar as it would be judged otherwise by the law, the liability of Horse Select Auction is limited to the amount paid out by the insurer. If, in any case, the insurer does not pay out or if the damage is not covered by the insurance, the liability of Horse Select Auction shall be limited to a maximum of the net invoice amount for auction costs received by Horse Select Auction within the framework of the assignment it has carried out. Horse Select Auction draws the attention of the buyer to the possibility of having the purchased lot insured. If, for any reason, the buyer claims that the sale is void or dissolved, it is the seller of the horse who must comply with this.

ARTICLE 18. AUCTION HORSES; LIABILITY

18.1 The horses offered in the auction are identified by pedigree, sex, color and year of birth, as indicated on the website www.horse-select.auction.

18.2 Of the sporthorses that will be sold through the auction, an X-ray inspection will be requested in a period of 12 months preceding the auction. A usual clinical (sport horse) inspection will be requested in a period of 45 days prior to the auction.

18.3 Horse Select Auction has thus endeavoured to ensure that healthy sport horses are offered at the auction, i.e. those that are suitable for sport in terms of health. Despite these precautions, Horse Select Auction cannot guarantee that the auctioned sporthorses will also be clinically and radiographically healthy upon delivery.

18.4 The fact that examinations and reports are requested does not mean that these will always be available (on time) and/or may not contain any comments. Horse Select Auction therefore cannot be held liable by buyers for claims of non-conformity (or other legal claims based on this factual basis) regarding the state of health, performance and/or use of the horses to be auctioned.

18.5 The information is intended to give the best possible impression of the horses, however, without claiming to be complete. The organization is not responsible for the accuracy of the information on the website and in the auction catalog, at the auction site or during the auction. Information from the auctioneer takes precedence over information on the website and/or in the auction catalog. By signing the contract of sale, the buyer confirms that he is aware of the information of the horse and the availability or possible lack of information/inspections/reports at the time of the auction. The buyer thus buys the horse in the condition it is in at the time of signing the contract of sale.

18.6 Horse Select Auction is not liable for damage to persons or property which occurs prior to, at the time of and/or after the Auction, except if this damage is the result of deliberate action or conscious recklessness on the part of Horse Select Auction, including persons who are in charge of this company.

ARTICLE 19. SURRENDER, TRANSFER OF RISK AND OWNERSHIP

19.1 Immediately after a horse has been awarded, the risk concerning the purchased horse passes to the buyer and all responsibilities and liabilities, as well as all risk factors, are transferred to the buyer in question. The buyer will indemnify Horse Select Auction and the seller against all third party claims in this regard.

19.2 Ownership of the horse sold passes to the buyer at the time of acceptance, but not before the buyer has paid Horse Select Auction the full purchase price, debts and any amounts owed on grounds of non-compliance.

19.3 The buyer is obliged to take delivery of the horse purchased at the time and place stipulated by Horse Select Auction/seller, failing which the buyer must do so within 5 days of the end of the Auction. If Horse Select Auction/seller so requests, this will be done on presentation of a proper proof of identity. The delivery of the horse purchased takes place by the off-take. Acceptance consists of the buyer picking up/receiving the horse purchased. The horse can only be taken delivery of after the purchaser has paid the full purchase price and all other amounts owed. If the buyer refuses to accept delivery or fails to provide information or instructions necessary for acceptance, the horse sold will be removed by Horse Select Auction/seller and stored at the buyer's expense and risk. In this case, the buyer is obliged to reimburse Horse Select Auction and/or the seller for all additional costs, including in any case stabling costs.

ARTICLE 20. SHORTCOMINGS (INCLUDING STABLE DEFECTS)

20.1 If a buyer believes that the horse purchased after actual delivery does not comply with the agreement, the buyer can no longer make a claim on this if it has not informed the seller (with a copy to Horse Select Auction) by registered letter within three weeks after the auction date.

20.2 The seller guarantees that the horse purchased by the buyer, unless notified prior to the sale, does not suffer from the stable defects such as air sucking, systematic weaving or manger biting during a period of 2 x 24 hours after actual delivery to the buyer.

20.3 If a veterinarian registered as a horse examiner or equine veterinarian states in writing that, in his expert opinion, one of the stable defects referred to in Article 6.2 existed before the date of actual delivery, the Buyer shall be entitled to rescind the contract of sale. In that case the Purchaser shall return the purchased horse to the Seller as soon as possible. Until the moment of delivery the purchaser will take care of the horse as a good custodian. The seller will accept the horse and within 7 days after the return of the horse refund the purchase price excluding the commission surcharge. The seller is not liable to compensate any further damage on the part of the buyer. Horse Select Auction shall not be liable for any damage on account of the dissolution. The dissolution of the purchase agreement does not affect the validity of the mediation agreement between Horse Select Auction and the buyer.

ARTICLE 21. APPLICABLE LAW, DISPUTES AND COMPETENT COURT

21.1 The Public Prosecutor shall settle in the first and last instance all disputes which may arise during the auction concerning the adjudication. The mediation and intervention of Horse Select Auction and the sale shall take place in accordance with Belgian law.

21.2 All disputes must be reported in writing to the Horse Select Auction committee within 5 working days.

21.3 In the event of a dispute between the parties, they shall endeavour to resolve the dispute amicably. If one of the parties feels that no solution has been reached, the court appointed by Horse Select Auction has sole jurisdiction. Belgian law applies to all agreements between Horse Select Auction and other parties.

ARTICLE 22. OTHER PROVISIONS

22.1 Horse Select Auction reserves the right to modify these auction conditions. In case of adjustments, the new auction conditions will apply from the next auction.

22.2 After the purchase, Horse Select Auction will send a payment request to the buyer with all amounts and bank details. Upon receipt of all full payments on Horse Select Auction's account, Horse Select Auction will exchange buyer and seller contact information and vice versa to agree on the transfer of the horses, passports and invoices or private purchase agreements.

22.3 Bank transfers may take some time. Do not allow transportation to be arranged until payment has been confirmed by JM Company. No horses/passports may be transferred to the buyer or transporter or other third parties until Horse Select Auction has confirmed in writing that full payments have been verified on Horse Select Auction's account. (not based on screen shots or payment statements).

22.4 Exporting in EU - Intra-Community Delivery. Buyers must send the correct VAT number and signed document "Declaration of Transport" to Horse Select Auction.

22.5 Export outside EU: The applicable VAT must be paid in advance or as a deposit and will be refunded after the buyer delivers the official customs document of the export within 6 weeks from the payment date. After 6 weeks, the VAT must be reclaimed by the buyer in the country of destination.

ALGEMENE VOORWAARDEN

Translation subject to translation errors, in case of disagreement the Dutch terms are binding