Conditions of sales

 

Conditions of sale

ONLINE

Updated April 2022, 1st

 

These Conditions of Sale have been translated and are deemed accurate. Nevertheless, the sale is ruled by the French version of the Conditions of Sale and if a difference was to be found between the French and the English translation, the French version would be the one that rules.

It is assumed that all buyers and vendors are familiar with, and have accepted these conditions of sale. These conditions shall apply to all transactions performed by ARQANA on the website www.arqanaonline.com. These conditions are in accordance with the law of July 10th, 2000 and articles 2001- 650, 651, 652 (modified) which deal with the voluntary sale by public auction of movable goods, as well as the law of July 20th, 2011, decree n°2011-850, and the French commercial code.

 

Article 1 - Sales by public auction.

 

ARQANA shall act on behalf of the vendors, who agree to give full responsibility to ARQANA regarding all inherent operations to the sale including invoicing and collection of sales proceeds. These general terms and conditions of sale are applicable in all their provisions as soon as they have been accepted by the potential bidders during their request for approval on the arqanaonline.com platform before the sale. These general terms and conditions of sale shall be recorded in the official sales record.

According to the law of July 10th, 2000, any private sale of a horse that has been offered for sale by auction by ARQANA and that, having been bought back by its vendor, is the subject of a subsequent private sale with the concourse of ARQANA, shall be considered as a sale by public auction for all instances where these conditions apply.

The responsibility of ARQANA shall not be claimed by any buyer or vendor for any case that is not defined in the present conditions of sale, which vendors and buyers are assumed to have contractually accepted. Broadly speaking, inobservance of the present conditions of sales shall release ARQANA from any liability towards buyers and third parties.  

 

Article 2 – Auctions on arqanaonline.com.

 

In accordance with the law, bids shall be accepted and displayed in Euros.

I – REGISTRATION FOR A SALE:

Only the persons who have been approved with ARQANA shall be entitled to bid. To this end, they must register on the website by creating a personal account and follow the instructions to file a registration request. After receiving their personal access code, they will be able to log on securely to the online bidding platform.

 

II – BIDDING:

Any person wishing to place bids must log on to his/her personal account on arqanaonline.com and follow the instructed procedure to confirm his/her bid by entering the personal access code provided. Every validated bid is confirmed by an email sent to the address provided by the bidder. Every overbid is also communicated to the underbidder in the same way.

 

III – END OF A SALE AND EXTRA-TIME RULE:

For sales that take place exclusively online, the end of a sale is scheduled at a precise time, indicated on the website by a countdown showing the remaining time to place a bid. The Extra Time rule guarantees a minimum amount of time to place an overbid, therefore pushing back the end of the sale by the same amount.

 

IV – SALE OUTCOME:

An email will inform all bidders from the outcome of the sale. The highest bidder at the end of the sale shall be deemed the purchaser and become the owner of the horse, of which he/she will take delivery after ARQANA has produced and transferred to him/her a voucher allowing the horse to leave the premises where it has been stabled.

 

ARQANA reserves the right to refuse the bids of anyone who does not offer proof of established solvency and in particular will refuse the bids of those who have not settled payment of previous purchases made at ARQANA or with other sales organisations.

 

Failing immediate payment, any unpaid lot may be reoffered for sale on grounds of irresponsible bidding, without any formal summons or legal procedure, at the irresponsible bidder’s own risks. The bidder shall be bound to settle the difference between the original purchase price and the price attained when the horse was re-offered but will have no claim to any surplus, which will be passed on to the original vendor. ARQANA shall have sole responsibility for determining any case of irresponsible bidding.

 

In case of default from the buyer, ARQANA shall auction the horse once again and the potential price difference shall not be claimed.

 

Article 3 - Information to be supplied by the vendor.

 

All vendors must provide, in writing and before the sale, any announcement that shall be made public, under his/her own responsibility. ARQANA only vouches for the compliance of the declarations communicated by the vendor with those communicated to the public, but shall under no circumstance be held responsible for the accuracy or truthfulness of the vendor’s statements, particularly with reference to VAT, description of the horse, pedigree, entries and earnings of horses, returnable vices or last covering date, etc. The vendor shall also specify whether a filly is in training or out of training.

Thus, the vendor shall indicate in writing and before the sale, any error or omission on arqanaonline.com so that such errors or omissions may be notified to the public on arqanaonline.com prior to the sale and entered in the official sales report.

Any vendor who would fail to rectify in writing before the start of the sale the information supplied on arqanaonline.com in respect of the horses he/she is consigning shall be deemed to have accepted such information and therefore responsibility for its truthfulness shall be entirely his/her own.

 

Article 4 – Veterinary file.

 

Before the start of the sale, buyers are given the possibility, with the consent of sellers, to have the veterinary file of the horses offered for sale consulted by the veterinary surgeon of their choice and at their own expenses, and if appropriate to have the horse clinically examined, within the limits of the protocol designed for such purposes by the Association of Equine Veterinarians.

 

Before any consultation of a veterinary file, the seller must establish a consultation form to be filled in and signed by the potential purchaser or his/her veterinarian, wherein they commit themselves to the obligation of confidentiality of the information they will be led to collect.

A health certificate drawn up by the vendor’s veterinarian may be produced on their initiative. In this event, it will be visible on the lot’s page on the arqanaonline.com website.

The arqanaonline.com website mentions the presence of the veterinary file for each horse offered for sale. The file shall be available for consultation on the Repository.

 

Article 5 - Required documents.

 

Horses entered by any vendor shall come to the sale with all documents required by ARQANA: passport including up to date vaccination stamps, ownership card (for French horses), sanitary certificates (depending on the horse’s category), as well as covering certificate for in-foal mares, irrespective of the nature of the covering contract.

Before each sale, ARQANA specifies the list of documents to be provided by vendors.

Vendors must lodge such documents with ARQANA before the sale. Should such documents not have been submitted in due course, the vendor may be held responsible, without prejudice to ARQANA’s right to refuse to offer the animal for sale. In any case, should the sale of the animal go ahead, ARQANA shall under no circumstance be held responsible for the absence of the said documents.

A certificate of negative “Coggins test” less than 30 days old shall be submitted to ARQANA prior to the sale. In the absence of this document, the horse shall not be offered for sale.

The submission and collection of documents shall always be carried out near ARQANA. Payment to the vendor shall only be made once ARQANA is in possession of all required documents.

 

Article 6 – Vendor’s warranties.

 

Horses offered for sale by auction are sold with the sole legal warranty provided by the French Rural Code (articles 213-1 and R 213-1 et seq.), exclusive of any other warranty bar conventional warranties applying to stable vices, abnormal inspiratory sounds and locomotor ataxia (wobbler syndrome).

 

 

Conventional warranties:

 

The buyer may seek the resolution of a sale in the case of stable vices, abnormal inspiratory sounds or wobbler syndrome according to the below conditions, and of which he would not have been aware before the sale.

 

1 - Stable vices:

Stable vices such as crib-biting, wind-sucking, habitual weaving and habitual box-walking shall be announced on the lot’s page on arqanaonline.com, failing which the buyer may seek the resolution of the sale.

Therefore, any lot that

(a) is a Wind-sucker (i.e. habitually gulps or swallows air whether in association with grasping fixed objects with incisor teeth or not) or a Crib-biter;

(b) has been operated on for the correction of Wind-sucking as defined above, including Cribbiting;

(c) is an habitual Weaver (i.e. habitually swings its head and neck to and fro and transfers weight from one forelimb to the other alternately) or

(d) is an habitual Boxwalker (i.e. habitually walks either backwards and forwards or round and round the box repeatedly in an aimless manner)

shall be returnable unless it has been so described, in which case the lot is not returnable.

 

2 - Abnormal inspiratory sounds:

Any Lot described as a Yearling, any Lot described as a Two-Year-Old, and any Lot described as a “Store” may be returned, unless it has been so described or described as having been “heard to make a noise” without qualification, if:

(a) it is a Whistler and/or a Roarer, i.e. makes a characteristic abnormal inspiratory sound when actively exercised and whose scope reveals a Laryngeal Hemiplegia or a Recurrent Laryngeal Neuropathy;

(b) it has been tubed or otherwise operated upon for the correction of Whistling and/or Roaring (operations to treat the displacement of the soft palate, including the operations tie forward, cautery of the soft palate, trimming of the soft palate and myectomy are not operations for the correction of Whistling and/or Roaring within the meaning of this sub-condition), or;

(c) it makes an abnormal inspiratory noise when actively exercised and has (i) a rostral displacement of the palatopharyngeal arch (fourth branchial arch defect); or (ii) a chondroma or severe arytenoid chondritis; or (iii) a cleft palate; or (iv) epiglottic entrapment; or (v) a sub-epiglottic cyst,

 

Any Lot described as a Horse in Training or showed under tack may be returned, unless it has been so described, if:

(a) it is a Whistler and/or Roarer as hereinafter defined (in the case of a Horse In Training, a Whistler and/or a Roarer is a horse that makes a characteristic abnormal inspiratory sound when actively exercised and whose scope reveals a Laryngeal Hemiplegia or a Recurrent Laryngeal Neuropathy;

(b) it has been tubed or otherwise operated upon for the correction of Whistling and/or Roaring (operations to treat the displacement of the soft palate, including the operations of tie forward, cautery of the soft palate, trimming of the soft palate and myectomy are not considered as operations for the correction of Whistling and/or Roaring within the meaning of this sub-condition).

 

3 - Locomotor Ataxia

 

Any Lot which suffers from locomotor ataxia (or cervical spondylomyelopathy or Wobbler syndrom) is returnable under the present condition.

 

Specific return procedure applying to the three aforementioned resolution cases:

In case of stable vice or abnormal inspiratory sound or locomotor ataxia, the purchaser may seek the resolution of the sale by sending to ARQANA, either by post or email, a notice in writing before 5:00 p.m. on the 7th day after the day on which the lot was sold, along with

a veterinary certificate.

Upon the vendor’s request, communicated to ARQANA in writing within 4 days from the transmission of the report made by the purchaser’s veterinarian, a joint amicable expert evaluation may be ordered by ARQANA. It shall be carried out by a veterinarian appointed by ARQANA, each party being allowed to be assisted by its own veterinarian.

Failing agreement between the parties following this second opinion, the purchaser may bring

the case before the court according to regular legal remedies, within 30 days from the reception of the amicable evaluation report.

 

Redhibitory Vices

Moreover, the vendor shall guarantee the buyer against the vices specified in section R 213-1 of the French Rural Code which he/she would not have declared before the sale.

Any action taken by the buyer in respect of the said redhibitory defects shall be taken in accordance with the provisions of section R 213-3 et seq. of the French Rural Code, i.e. within 10 days from the delivery, not counting the day of delivery, except for periodical inflammation and infectious anaemia for which such period shall be 30 days not including the day of delivery.

All deadlines shall expire on the last day at 12:00 pm. Whenever a deadline expires on a Saturday, a Sunday or a Bank Holiday, it shall be extended to the first working day that follows.

Within the stated period, the buyer must submit to the Judge of the Court relevant to the horse’s location a request seeking the appointment of experts commissioned to draw up a report on the examination of the animal, failing what his/her application shall be turned down.

Within the same period, the buyer must initiate one of the legal actions started by the occurrence of a redhibitory vice as defined in articles L. 213-1 to L. 213-9 of the French Rural Code.

Within the same period, the buyer must inform ARQANA, by registered mail, of the submission of his/her claim to the Judge and enclose a veterinary certificate detailing the vice concerned.

 

 

Veterinary File and Arbitration

 

A health certificate, separate from the Repository, drawn up by the vendor’s veterinarian may be produced on their own initiative. In this event, it will be visible on the individual lot’s page on the arqanaonline.com website.

The veterinary file of a horse entered in a sale is compiled by the vendor with the concourse of his/her veterinarian. It may contain X-rays (in accordance with the international protocol or the one established by the French Equine Veterinary Association), endoscopic videos, tendon scans as well as any other document that the vendor may consider useful to bring to the attention of buyers’ veterinarians.

On ARQANA’s website, on the lot’s page, it will be mentioned the provision of a veterinary file on the Repository.

ARQANA provides a Repository for the loading and consultation of veterinary files. The use of the Repository is subject to special conditions and each user (vendor, purchaser and veterinarian) undertakes to respect them. These files are dated less than 30 days before the sale and remain the property of the vendor after the sale. Veterinary files supplied by vendors are reserved exclusively for veterinarians appointed by purchasers. Any veterinarian consulting a file commit themselves to the obligation of confidentiality of all information they may be led to collect. In the case of a file lodged on the Repository, the veterinarian shall also accept its terms and conditions available on ARQANA’s website.

ARQANA shall not be held responsible for any mistake in identification or conformity, or lack of legibility of the veterinary files, not for the malfunctioning of the material available in the veterinary centre.

All veterinarians acting on behalf of buyers shall consult the veterinary files and, when applicable, carry out further veterinary examinations, at their own responsibility and expense, within the protocol established by the Association of Equine Veterinarians.

Buyers and vendors undertake not to hold ARQANA responsible in any case of accident caused to a horse or by a horse during its examination by a buyer or his/her veterinarian. They alone shall be responsible for any consequences direct or indirect.

Any purchaser who, by him/herself or through the intermediary of his/her veterinarian mandated for this purpose, will have had or could have had access to the information available on the Repository, will be presumed to have known their contents and shall not be able to take advantage of such information to obtain the cancellation of the sale.

When the buyer did not have access to this information or when no veterinary file was submitted, and within 30 days after the sale, the buyer feels that the horse is affected by a vice, he/she must inform the vendor that he/she indends to request expert opinion on an amicable basis so as to assess grounds for such application.

This examination shall be performed as soon as possible by a veterinary expert agreed upon by both parties or, when no agreement is found, appointed by ARQANA. The duration of the examination shall not be used by the vendor as a reason to challenge the admissibility of further legal action. Barring technicality, both parties may undertake to accept the findings of the said expert.

In all circumstances, the action taken by the buyer to seek the cancellation of the sale shall be pointed directly at the vendor, whose name will be supplied by ARQANA on his/her request.

Under no circumstances can such action be directed against ARQANA, which shall not carry any responsibility.

No claims, even in the case of redhibitory vices, shall be accepted if the buyer has not paid up the full price of his purchase. In case of redhibitory vices or dispute (see article 11) funds shall be withheld at ARQANA.

 

Broodmares:

 

Any vendor of broodmares shall specify on the lot’s page: the mare’s progeny, year by year since her retirement to the breeding shed and, regarding any dead offspring, the mentions; still born, dead at birth or accidental death; the date she was last covered; the assumed pregnancy stage, cases of abortion or twin births.

The vendor shall be responsible for the accuracy of this information. Any action taken by the buyer in respect of an error or omission shall be taken against the vendor only. Should an important piece of information mentioned on the lot’s page at the vendor’s request, prove incomplete or inaccurate, the sale may be cancelled at the buyer’s request within 30 days from the sale. The vendor may have the stage of pregnancy announced on the lot’s page and produce in evidence a certificate issued by a veterinarian within 8 days preceding the sale.

The buyer retains the right to have the broodmare examined by a veterinarian agreed upon by the vendor within 24 hours from the sale before the mare has left the place of detention. Should the findings of the veterinarian contradict the representations made by the vendor, the sale shall be cancelled by right. Any broodmare sold as “not in foal” after indication that she was covered, which would turn out to be “in foal” eventually, shall be returned to the vendor. The latter shall, of course, return the purchase price to the buyer plus an interest of 6% per annum, vendor’s commission, the cost of the upkeep at current rate within 15 days from the registered mail sent by the buyer informing him that the mare was confirmed in foal.

However, the buyer shall retain the possibility, if he/she so wishes, to keep the broodmare by offering to the vendor a simple refund of the price of the covering fee without any extra cost. Should the buyer have waited for the mare to foal down, he/she shall be deemed to have agreed to pay the nomination price, whether the offspring is born viable or not.

Prior to the sale, the potential buyer of a filly out of training shall be entitled to seek the vendor’s permission to have the mare examined by a veterinarian agreed upon by the vendor to ensure that the mare is fit for reproduction in particular as regards her genitals.

 

Lot identification

 

The vendors undertake to have all the horses presented at the sale undergo the statutory vaccinations required under the French Rules of Racing.

Horses that are sold as a result of a court decision are sold as such in their current state, without any warranty, in accordance with article 1649 of the French Civil Code.

 

Article 6bis – Prohibited substances - Anabolic Androgenic Steroid (A.A.S), Non-Steroidal Anti-Inflammatory Substances (N.S.A.I.S), Bisphosphonates, Clenbuterol and Corticosteroïds - applicable to all lots with the exceptions of mares that have previously been covered by a stallion, and stallions.

 

The procedure and conditions hereunder described apply exclusively to the lots designated below and do not in any way affect the conditions of sale relating to the payment of horses purchased.

 

A lot refers to all horses with the exceptions of mares that have previously been covered by a stallion, and stallions.

The buyer will not be able to request the cancellation of the sale if the administration of one or more of the substances mentioned above has been the subject of a veterinary certificate and an announcement on the lot’s page on arqanaonline.com.

1 - A lot shall be returned to its vendor in the situation when a blood test organised by ARQANA, and taken within a maximum of 48 hours after the adjudication, would confirm the presence of one or more prohibited substance(s). All expenses incurred by the purchaser shall be payable by the vendor.

 

2 - All tests must be carried out under the following conditions:

a) The purchaser must instruct ARQANA to take a sample from the said lot such as to test for the presence of one or more prohibited substance(s).

b) Test order must be given by the purchaser immediately after the sale by signing the designated section on the purchase docket provided by ARQANA. ARQANA shall not accept any other form of request.

c) As soon as ARQANA has accepted the test order, a member of the veterinary team appointed by ARQANA will take the sample within a maximum of 48 hours after the adjudication.

A period which would normally expire on a Saturday, Sunday or public holiday shall be extended to the next working day.

d) This sample will consist of two blood samples (A and B) which will be sent for analysis to the French horse racing Laboratory of Verrières-Le-Buisson (LCH).

e) Sample B will only be analyzed in the event of a confirmatory analysis requested by the seller, in a laboratory of his choice, in accordance with the France Galop race code.

 

3 - The results of the blood test and the resulting decision shall be only communicated to the purchaser and the vendor.

4 – In the event of the detection of one or more substances belonging to the categories mentioned above, the decision shall be notified to both the vendor and purchaser, and ARQANA shall not be responsible for any loss or cost incurred to either party as a result of the decision.

5 – In the situation when a purchaser would have exported a lot out of the E.U. or to the United Kingdom before ARQANA had been informed of the result of the blood sample taken on the said lot, the purchaser shall be obliged to take custody of the horse and pay the entire purchase price of the lot, including when one or more prohibited substance(s) has(ve) been found in the sample.

6 - In all other cases, should a purchaser wish to return a lot to the vendor, he/she must first notify ARQANA by a notice in writing either by post or email, within seven days of having been notified by ARQANA of the positive result of the blood sample. The decision must be notified in writing to ARQANA at its headquarters and shall only be treated by ARQANA if the company has expressly acknowledged receipt of the notification.

7 - In the absence of such notification, the purchaser shall be obliged to retain the lot and become liable for the entire purchase price.

8 - Once ARQANA has acknowledged receipt of the buyer's refusal of sale notification, ARQANA will in turn notify the seller who will then have the opportunity to request a confirmatory analysis within seven days from the date of receipt of the notification by ARQANA. During the period of the confirmatory analysis, the lot remains under the responsibility of the buyer.

9 - The purchaser shall be entirely responsible for the lot after the sale and until the results of the testing are published.

10 - From the receipt by ARQANA of the notification of the buyer referred to in point 6 and in the absence of a request for a confirmatory analysis by the seller, the sale cancelled by rights and the seller personally make sure that the lot is recovered from the buyer. Under no circumstances may the return of the lot in the premises of ARQANA be accepted. If the result of the analysis of the sample B shows the presence of one or more of the substances detected in the sample A, the sale will also be automatically resolved.

11 - Should the buyer decide to return the lot to the vendor according to the above conditions, the vendor must:

a) pay to ARQANA, upon presentation of an invoice, any cost or expense born by ARQANA as a result of the blood test and analysis, together with the relevant commissions which would have been payable by vendors and buyers alike if the sale had not been cancelled.

b) indemnify ARQANA against any cost or expense that may be caused by its decision and would be supported by ARQANA (legal fees etc.)

12 – Subject to the rules of section 11 above, the purchaser shall pay to ARQANA, upon presentation of an invoice, all costs relating to the blood test and analysis.

13 - All notifications relating to conditions 1 - 12 above must be made in writing and sent by post or email to the vendor or the purchaser at the address mentioned on the sale’s form, or on the purchaser docket, or at their main office or regular home address. Such notifications shall be considered to have been issued on the day of its reception by the addressee.

 

Article 6 ter - Piroplasmosis

 

The procedure and conditions described below only apply to the lot and do not affect in any way the conditions regarding immediate payment of all purchases.

A lot designates a foal, a yearling, a 2 Year-Old, a horse in training, a mare or filly in or out of training, a broodmare or a stallion.

1 – Unless the information that it is positive for piroplasmosis without qualification has been published and announced on the lot’s page on arqanaonline.com, any lot shall be returnable to the vendor in the case when the blood sample taken from this lot, on the purchaser’s request, on the place of detention, no later than the day after the sale, by the veterinarian appointed by ARQANA and tested by a registered laboratory using the Elisa + IFAT protocols and the PCR protocol, reveals the positivity and/or seropositivity of Theileria Equi and/or Babesia Caballi according to the conditions and levels specified by OIE.

2      – Any blood sample shall be taken according to the following conditions:

a)     The purchaser must irrevocably instruct ARQANA to take a blood sample on the said lot, and to have it tested for the positivity and/or seropositivity of Equine Piroplasmosis.

b)     The blood test instruction must be given in writing, on the day of the sale, by the purchaser to ARQANA, which will appoint a veterinarian to take the sample, with a maximum delay of 48 hours after being sold, on the place of detention. ARQANA shall only accept instructions that are given according to this procedure. A period which would normally expire on a Saturday, Sunday or public holiday shall be extended to the next working day.

c)     The purchaser commits to paying all charges incurred by taking and testing the blood sample.

3 – The results of the analysis of the blood sample for the said lot will be communicated with the greatest confidentiality.

4 – The decision will then be notified to the vendor and purchaser, and ARQANA shall not be held liable for any loss or expenses caused to any party as a result of this decision.

5 – In the situation when a purchaser would have exported a lot out of the E.U. or to the United Kingdom before ARQANA had been informed of the result of the blood sample taken on the said lot, the purchaser shall be obliged to take custody of the horse and pay the entire purchase price for the lot, including when the results have revealed that the lot is positive and/or seropositive to Equine Piroplasmosis.

6 – In all other cases, when the purchaser decides to return the lot to the vendor, such decision must be notified to ARQANA by a notice in writing either by post or email, within seven days from the date of ARQANA informing the purchaser of the result of the blood test. The decision must be notified in writing to ARQANA’s headquarters and will only be considered by ARQANA when it has expressly accepted it.

 

Article 7 - Miscellaneous obligations for vendors.

 

The seller agrees to only offer for sale horses whose ownership is undisputed.

 

Article 8 - Liability in respect of damages caused by the animal or to the animal.

 

Until their sale, i.e. until the transaction has been pronounced, all horses or lots to be sold shall remain the vendor’s property and ARQANA may not be held liable for any accident, disease or damage sustained by the animals or caused by them to third parties either inside or outside the place of detention. Fire risks, losses and damages shall also fall under the full responsibility of vendors.

Each potential purchaser shall proceed to the consultation of the veterinary file and if the need arises, carry out complementary veterinary tests, under his/her responsibility, within the protocol established by the Association of Equine Veterinarians. In case of accident caused by a horse or injury to a horse examined by the potential purchaser or by his/her veterinarian, the latter shall be solely responsible and bear all the direct or indirect consequences. Vendors and purchasers commit themselves not to hold ARQANA responsible in any circumstances.

As soon as the lot is announced as sold, the buyer will be responsible for organising the transport of the lot as soon as possible and will inform Arqana for the issuance of a delivery note to be produced and handed over at the time of collection. If the lot is not collected within 48 hours, the buyer will have to pay livery of €31 (excl. VAT) per day to the holder of the lot.

Loading and unloading operations as well as transport to and from the place of detention and all similar operations shall be carried out for the account of the vendor and at his/her own costs and risks. Moreover, ARQANA reserves the right, still under the vendor’s responsibility, to move a lot out of the place of detention.

Immediately after the sale, the buyer shall substitute for the vendor as regards all responsibilities.

 

Article 9 - Unreserved sale.

 

As the sale is voluntary, the vendor or his agent shall retain the right to buy back the horse he/she has offered, should he/she consider the bids not high enough, under the condition that the buy-back declaration be made by the vendor him/herself or via an agent holding due power of attorney in writing. Such declaration shall be made to Arqana as soon as the horse is bought back and mentioned in the official sale’s report. The vendor shall then bear the buy-back commission.

 

Article 10 - Dissolution of Partnerships.

 

When a sale is required to dissolve a Partnership between co-owners, no reserve shall be accepted on the total value of the horse. On the other hand, any of the co-owners may bid on his/her own account for the whole horse and have it knocked down to him/her. In such case, buyer’s commission shall apply exclusively to the shares that did not belong to him/her and buy-back commission shall apply to the part which originally belonged to him/her. In the situation when a co-owner buys out his/her partner(s), ARQANA shall be released from its payment guarantee payment to the partner selling. The latter shall be paid by ARQANA as soon as the partner buying has settled payment for his/her purchase.

 

Article 11 - Vendor’s Payment.

 

ARQANA guarantees payment to the vendor for each horse sold, with half due 30 days after the end of the sale, and the remainder 60 days after the sale.

Such guarantee shall expire in the situation when the vendor has outstanding settlements towards ARQANA.

It shall not apply either in the case of an irresponsible bid or towards a vendor who explicitly approved a successful bidder despite ARQANA’s request to re-offer the horse on the basis of an irresponsible bid. In such cases, the vendor shall only be paid after full payment has been received by ARQANA.

All actions in respect of: repossession or cancellation of the sale taken by the buyer, dispute between vendor and buyer, order sought by a third party on the amounts due to the vendor, shall render the guarantee of payment null and void.

Furthermore, in such cases, payment shall be made in the hands of the vendor up to the amount available, upon receipt of the funds by the buyer.

In the case of a sale to dissolve a partnership ARQANA shall not guarantee payment to the vendor if one partner buys out another. ARQANA shall pay the partner selling as soon as it has received payment from the partner buying.

Furthermore, ARQANA reserves the right to offset receivables and debts in respect of the same customer at the time of the auction.

A vendor who is liable for VAT shall have sole responsibility for the statutory declarations and payment of VAT to the relevant tax authorities.

 

Article 12 - “Folle Enchère opposable au vendeur“ (Irresponsible bid).

 

In the 10 days following the sale, ARQANA may inform the vendor of the purchaser’s default or incapacity to provide sufficient credit guarantees. After having served final notice without result, with the agreement of the vendor, the horse may then be re-offered at the earliest opportunity either by ARQANA or another sales company. The vendor shall not be founded to claim the difference in price from ARQANA.

The defaulting purchaser shall then be obliged to pay the difference between the original sale price and that of the resale and will not be entitled to any surplus amount, such surplus belonging to the vendor. Should the vendor not wish for the horse to be re-offered, and having notified ARQANA by registered post, the sale shall be automatically cancelled and the horse shall be returned to the vendor, without prejudice to damages and interests owed by the defaulting buyer to the vendor.

Beyong the 10-day period following the sale, ARQANA shall accept responsibility to guarantee payment to the vendor according to the conditions in Article 11. From the 11th day, ARQANA subrogated by its payment guarantee to the vendor’s rights and obligations, shall become the legal owner of the horse and dispose of all rights regarding said property, notably; retention of title; legal proceedings against a defaulting purchaser; re-offering the horse and claiming the difference in price between the original sale and resale, any surplus belonging to ARQANA.

 

Article 13 - Payment by the buyer - Collection of documents and lot collection.

 

Payment is due immediately for all sales at public auction Only the vendor shall be entitled, after the auction, to authorise the successful bidder, in writing, to pay in accordance with terms and conditions specified in the written agreement. In such case, ARQANA shall pay the vendor only upon receipt of the buyer’s payment.

Any bidder shall be considered to be bidding for him/herself and the successful bidder, whose name shall be announced in the records, shall be personally responsible for his/her purchase. When the successful bidder declares to be acting on behalf of a third party, he/she must produce a written power of attorney explicitly stating that the successful bidder is together with the third party jointly responsible for the full amount of the purchase.

The successful bidder whose name shall be mentioned in the official sales report, shall be personally responsible for his/her purchase in the event of the principal’s defaulting.

In the event the successful bidder does not hold explicit power to act, ARQANA may consider as joint-debtor whomsoever appears to be, in one way or another, the tacit principal of the successful bidder.

No reduction, irrespective of the reason, may be effected on the invoices issued by ARQANA. The buyers or their agents shall therefore pay these invoices in full.

All payments shall be made to ARQANA either by giro transfer, cheque or postal order (as no payment in cash is accepted). Payment for the lots exported abroad shall be made through Office des Changes (Exchange Services) by currency transfer and to the order of ARQANA.

Only after payment for their purchases and, when appropriate, after signing the document for the transfer of liability shall the buyers obtain the release notes and documents regarding their purchases either from the sales office or upon request to ARQANA.

Payment shall include the hammer price increased by the applicable commissions.

Such commissions, as well as the price, shall be payable immediately before the handing over of the documents, failing which, a sale on the basis of irresponsible bid shall be proceeded with.

Following sale, the lot must be collected within 48 hours. Any time after this, the buyer will be invoiced a livery of €31 (excl. VAT) per day.

No complaint, even in the case of a redhibitory vice, shall be admissible if the buyer has not paid the total amount of his/her purchase.

In the absence of payment, ARQANA shall inform the buyer in writing that he/she has eight days to settle the purchase; that after this final delay, without any further notice, interest at the rate of 0.75% a month excluding tax shall be charged retroactively from the first day of the sale on the total amount of the invoice; beyond a six-month delay, the interest rate shall be brought up to 1% per month excluding tax.

ARQANA reserves the right to pass unpaid invoices on to its lawyers with a view to taking legal action to recover outstanding debts.

Any cost or expense incurred by ARQANA for the recovery of a debt shall be the responsibility of and paid for by the debtor or his/her mandate; such costs shall in any case be no less than 10% of the amount to be recovered.

In case of redhibitory vice or dispute, the funds shall be withheld at ARQANA (see article 11).

 

Article 14 - Clause of ownership.

 

ARQANA, subrogated by sole virtue of the implementation of the payment guarantee to the rights and obligations of the vendor, reserves the right to retain ownership of the horses delivered until full payment of the price and relevant commissions has been made. In that respect, the submission of drafts or any other instruments creating an obligation to pay shall not constitute a payment in the sense of this provision.

The buyer undertakes to abstain to dispose of the horse through sale, mortgage, lien, loan or any other encumbrance until full payment has been made. Any agent undertakes to inform his/her principal of the existence of this clause.

In the event of a seizure or any other intervention on the part of a third party in respect of the horse as well as in the event of winding up, court administration or liquidation of assets, the buyer shall inform ARQANA immediately.

This ownership clause notwithstanding, the buyer shall be liable for all risks in case of death, accident or disease sustained by the horse. He/she shall bear all costs regarding the upkeep of the horse sold from the date of the auction. In the absence of payment of the price and relevant commissions, the horse may be seized wherever it is, notably on the premises of a public or private trainer, if ARQANA sees fit and without any formality. The resulting amount shall be deducted from the auction price in principal and commissions, the initial buyer remaining liable for the remainder of his/her bids and not being founded to any claims on the potential surplus. He/she also remains liable for the payment of any interests and damages with relation to the sale.

All costs and expenses incurred by ARQANA for the recovery of its debt remain at the expense of the debtor, who accepts them.

The sale itself shall be cancelled automatically and no legal action shall be required to that effect. A simple injunction issued by the President of the relevant Court of justice shall suffice to claim ownership of the unpaid animals.

 

Article 15 - Legal Address.

 

ARQANA has the right to ask a foreign buyer to designate an address in France, care of either his/her trainer or agent or another representative, in the interests of both parties and to facilitate the exchange of information and documents.

 

Article 16 - Release notes.

 

No horse either sold or unsold shall leave the place of detention where it is kept without a release note, which be passed on to the purchaser and also to the person in charge of the horse after the sale’s outcome has been confirmed.

After the period of 48 hours after being sold, keep and other costs of the sold lot become the responsibility of the buyer as stated in articles 8 & 13.

 

Article 17 - Costs for the vendor’s account.

 

These costs are specifics for each sale. Buy backs must be notified on the day of sale, failing which vendors will be charged the usual commissions. The vendor shall be liable for any additional tax or due imposed by the government or local district over or above what is currently applicable.

Any invoices sent to the vendor are due for immediate payment. In the absence of payment, ARQANA shall issue a formal notice to pay within 8 days. Beyond this date, interest of 0.75% a month excluding tax will be added to the vendor’s account from the date of the reminder.

 

Article 18 - Costs for the buyer’s account.

 

Buyer’s commission: 6% without VAT. All horses are sold with VAT added on.

VAT: (Calculation basis = price + buyer’s commission).

-       10% on mares in foal, fillies out of training and sold as breeding prospects, stallions and stallion shares.

-       20% on all other horses including those of racing age, yearlings and foals.

Some horses may however be sold without VAT (non-taxable vendors). This information will be announced on the lot’s page on arqanaonline.com (VAT shall only be applied on the 6% buyer’s commission).

 

The calculation of VAT distinguishes 5 cases:

1. The buyer is French and pays VAT in France: VAT applies to the total sale price (VAT may be reclaimed by the buyer).

2. The buyer pays VAT in an E.U. member country other than France and supplies his/her E.U. identification number, and the horse is delivered in an E.U. country: exemption from VAT (production of documentary evidence of delivery is compulsory).

3. The buyer pays VAT in an E.U. member country other than France and supplies his/her E.U. identification number, and the horse stays in France: VAT applies to the total sale price (VAT may be reclaimed from tax services in France).

4. The buyer is not registered for VAT in France or in another E.U. member country: VAT applies to the total sale price.

5. The horse is exported from the E.U.: exemption of VAT on presentation of customs document confirming export (original copy of Single Administrative Document N°3) and mentioning ARQANA as the exporter.

ARQANA accepts no responsibility as regards the judicial or tax consequences resulting from a false declaration made by the buyer.

 

Horses sold under the provisions of temporary importation regulations give rise to four cases:

1. The buyer is registered for VAT in an E.U. member country other than France and provides his/her VAT number, and the horse is exported from France to another E.U. member country: exemption from VAT on presentation of a document confirming arrival in E.U. country.

2. The buyer is registered for VAT in an E.U. member country other than France and provides his/her VAT number and the horse remains in France: VAT charged.

3. The buyer is not an E.U. resident and the horse stays in France: VAT charged.

4. The horse is exported immediately: exemption from VAT on the condition that the document of temporary import is cleared by the buyer with the Customs Administration.

ARQANA accepts no responsibility as regards the judicial or tax consequences resulting from a false declaration made by the buyer.

 

Article 19 - Private sale of horses entered but not presented.

 

The vendor undertakes not to propose or sell any horse whose entry has been accepted by ARQANA.

For any horse which would not pass on arqanaonline.com but would be sold privately during the two months preceding the sale for which it had been entered or the month following, the vendor shall be liable to pay €2,000 excluding tax, as well as 10% of the average price realised at the session for which the horse was entered. ARQANA does not guarantee payment for sales made in these conditions.

 

Article 20 - Entries.

 

Vendors and buyers shall comply with the rules of France Galop as regards the entries and forfeits of all horses offered for sale.

 

Article 21 - Horses entered in another catalogue.

 

ARQANA reserves the right to refuse the representation of a horse also entered in another sale catalogue. In such case, a lump sum of €2,000 excluding tax, together with the amount of the entry fee shall become payable.

 

Article 22 - Refusal to present.

 

ARQANA reserves the right to refuse to present horses on the day of the sale, notably whenever their conformation or condition is considered insufficient or when they are showing signs of infectious disease.

 

Article 23 - Horses born abroad and ‘assimilated’ to horses born and raised in France.

 

The information shown on some pedigrees indicating that a horse was born abroad but is ‘assimilated’ to a horse born and raised in France, gives right to Owners’ and Breeders’ Premiums and are provided under the vendor’s responsibility (see section 86 of the French Rules of Racing).

 

Article 24 - Cancellation of a sale.

 

In case of cancellation of the sale for any reason, the vendor shall be held liable to reimburse the buyer for the full purchase price and purchaser’s commission as well as all expenses incurred by the buyer on account of the horse while in France until time of cancellation of the sale.

In the event of export of the horse, the costs incurred in transport of the horse outside France, upkeep and return transport to France shall be borne by the buyer.

In any case, no action may be taken against ARQANA, which cannot be held responsible.

It is expressly understood that the buyer has no right to make any claim except one based on redhibitory vices as soon as the purchased horse starts in a race.

 

Article 25 - Jurisdiction.

 

All dispute regarding the interpretation or the performance of these conditions shall be referred to the commercial court of Lisieux.