The present version is a translation from the French.
In case of a dispute, the French version shall prevail.
The Sale “Haras des Coudrettes by ARQANA” is organized by the company ARQANA SAS whose registered office is 32 Avenue Hocquart de Turtot 14800 Deauville, France, registered with the RCS of LISIEUX 438241788, in partnership with Haras des Coudrettes, a horse breeding and trading company headquarters in Les Coudrettes, Le Mesnil-Mauger, 14270 Mézidon Vallée d’Auge, France.
Haras des Coudrettes has instructed ARQANA to administer the entire Sale and carry out all operations of registering Bidders, taking Bids, invoicing and collecting Purchases, Buyer and Vendor Commissions, as well as paying Purchases to the Seller.
The Sale takes place Thursday 9 to Saturday 11 July 2020 on the platform www.arqanaonline.com.
Sale: All transactions subject to these Terms and Conditions of Sale and resulting from bidsentered on the website www.arqanaonline.com after logging in to a personal account.
Lot: Any horse being auctioned as part of the Sale and described in the best possible way bymeans of written and visual information. The sole purpose of this description is to provide a representation of the potential qualities of the horse, without claiming to be exhaustive or constituting any guarantees.
Seller: The adult natural person or legal entity who is the owner of a Lot or dulymandated by the owner, and who has instructed ARQANA to proceed with the sale of their Lot as part of the Sale by returning a registration contract duly completed and signed.
Awarding: The explicit designation by ARQANA, on behalf of the Seller, of the last Bidder asthe Purchaser of the Lot. Such designation is endorsed by the Auctioneer and recorded in the Minutes.
Auctioning: Intermediation by which the Seller mandates ARQANA to organize theconclusion of a Contract relating to the Lot(s) belonging to them with the highest bidder at the end of an ascending auction process.
Sales fees: The amount that the Buyer or the Seller is acknowledged to owe to ARQANA at the end ofa Lot Awarding.
Bidder: An adult natural person or legal entity duly registered with ARQANAto participate in the Sale.
Bid: The amount offered by a Bidder for a Lot, increased by the applicable Fees and Taxes. Bids are taken in Euros. All conversion costs are borne by the Buyer.
Buyer: The Bidder to whom a Lot has been Awarded.
Purchase: A contract signed by the Buyer immediately after a Lot has been Awarded to them, under which the transfer of ownership takes place instantly.
The Sale is held under the responsibility and full control of ARQANA, in its capacity as an approved voluntary auction sales company. It is governed by the law of 10 July 2000 and decrees Nos 2001-650, 651 and 652 as amended relating to the regulation of voluntary sale by public auction of movable goods, by the law of 20 July 2011 and decree No 2011-850, as well as by the provisions of the French Commercial Code, and these Terms and Conditions of Sale.
These Terms and Conditions of Sale are deemed to be known and accepted by the Sellers and the Buyers. They are applicable to all transactions carried out as part of the "Haras des Coudrettes by ARQANA” Sale.
ARQANA shall act as agent for the Seller, who shall grant to ARQANA the full right of subrogation with regard to invoicing and collection. These general terms and conditions of sale are applicable in all their provisions as long as they are not contrary to those stated before the Sale and recorded in the minutes.
The liability of ARQANA shall not be claimed by any Buyer or Seller outside the limits of liability defined herein and which Seller and Buyer are assumed to have contractually accepted. Broadly speaking, failure to observe the present Terms and Conditions of sale shall release ARQANA from any liability towards Buyers and third parties.
In accordance with the law, bids shall be accepted and displayed in Euros and simultaneous conversions into other currencies shall be provided for information purposes only.
a. REGISTRATION FOR SALE
Only the persons approved by ARQANA may bid.
Such approval can be requested either directly on the place of Sale with a member of ARQANA acting for this purpose, or on the website arqanaonline.com by creating a customer account and submitting an approval request according to the procedure described.
After obtaining a single-use personal access code, it will be possible for Bidders wishing to participate online to securely connect to the auction platform.
ARQANA reserves the right to refuse approval and therefore the Bids of any Bidder which the agency considers not to have provided sufficient proof of solvency.
b. BIDDING
For each given Lot and only when the corresponding time has come, Bids can be placed:
- On the arqanaonline.com website after logging in to a customer account, following the procedure described. Each Bid validated on arqanaonline.com website is confirmed by email to the Bidder's address, and in the same way, each bidder shall be informed of the subsequent higher bid.
- ARQANA may graciously accept to receive Bids by telephone from a purchaser who has been approved before the Sale. ARQANA may not be held liable in particular if the telephone connection is not established, is established late, or in the event of errors or omissions relating to the receipt of Bids by telephone. For all intents and purposes, ARQANA reserves the right to record telephone calls during the Sale. Such recordings will be kept until the payment of the sales price, unless contested.
c. OUTCOME OF THE SALE
The placer of the final Bid is deemed to be the Successful Bidder for the Lot and instantly becomes the owner.
They are required to immediately inform ARQANA of the payment method for their purchase.
The Buyer has the possibility of insuring the Lot immediately after the Awarding of the purchase.
Pending receipt of payment by ARQANA, the Lot will remain in the custody of the Seller, who will ensure its transport to the facility of their choice. However, as the transfer of ownership has been carried out by the Awarding, the Seller's liability in the event of damage caused to or by the animal may not be retained, except in the event that proof of the guardian's fault can be provided. The accommodation of the horses sold will be provided free of charge by the seller within a limit of seven (7) days after the sale. From the eighth day onwards, if the Buyer's payment and/or the Buyer's removal of the Lot has not yet taken place, the Seller shall be free to invoice the Buyer for the boarding costs of their choice – in the present case €100 per day +VAT.
Immediately after the hammer has come down, the Buyer shall take over responsibility from the Seller regarding all operations pertaining to leading the horse to the loading area, loading and offloading.
Upon receipt of payment by ARQANA, it will be the Buyer's responsibility to take delivery of the Lot and ensure its transport at their own expense.
In the absence of immediate payment, any unpaid Lot may be put back on sale on the grounds of “irresponsible bid”, during the Sale or at its end, without formal notice or legal formality, at the sole risk of the irresponsible successful bidder. They will be required to pay the difference between the Award price and that of the resale on the grounds of irresponsible bid, with no right to claim the surplus, if any such surplus accrues to the Seller. ARQANA will be the sole judge of any case of irresponsible bidding.
Should a Successful Bidder default, ARQANA will re-offer the Lot and the difference in price cannot be claimed from ARQANA.
Any Seller must have returned in writing before the Sale the registration contract for each Lot they wish to offer for Sale and all related documents. Failure to provide such documents may lead to the Lot being withdrawn from the Sale without any compensation being claimed by the Seller from ARQANA.
A veterinary file in accordance with the protocol established by ARQANA, which may be consulted in the appendix of these conditions of sale, must be communicated by the Seller to ARQANA, at the latest, 15 days before the Sale. Failure to provide such file may lead to the Lot being withdrawn from the Sale without any compensation being claimed by the Seller from ARQANA.
ARQANA is only responsible for the conformity of the warranties granted by the Seller and those granted to the public, but is in no way responsible for the accuracy and sincerity of the warranties granted by the Seller, in particular with regard to the VAT regime, the designation of the Lots, their performances, their origins, the performance of their ancestors, etc.
In this regard, the Seller shall indicate in writing and before the Sale, any error or omission in respect of the catalogue and/or the arqanaonline.com website so that such errors or omissions may be notified to the public through an announcement from the rostrum prior to the Sale and entered in the minutes.
Should the Seller fail to rectify in writing before the start of the Sale the information supplied in the catalogue and/or the arqanaonline.com website, he/she shall be deemed to have accepted such information and therefore the responsibility for its truthfulness shall be entirely his/her own.
Showing of the horses for sale by appointment
The current sanitary conditions require that the presentation of the horses take place by appointment made by the Seller. The horses to be offered for sale shall be hand walked and/or visible in their paddock, depending on weather conditions, at Haras des Coudrettes on Thursday 2, Friday 3 and Saturday 4 July from 10:00am to 5:00pm CET. Appointment request must be sent by email to haras@coudrettes.com at the latest on 30 June at midnight (CET).
In the event of withdrawal of a Lot from the Sale by the Seller, a penalty of 20% exc. VAT of the estimation price mentioned in the registration contract will be applied by ARQANA to the Seller, except in the event of horse injury determined by a veterinary certificate issued to ARQANA before the start of the Sale.
Horses presented at public auction are sold with the sole legal guarantee of the Rural Code (articles L 213-1 and R 213-1 et seq.) to the exclusion of any other guarantee.
Indefectible defects
The Seller must guarantee the Buyer against the indefectible defects listed in Article R 213-1 of the Rural Code and any not declared by them before the Sale.
Any action based on these unacceptable defects must be brought by the Buyer in accordance with the provisions of Articles R 213-3 et seq. of the Rural Code, i.e. within 10 days of delivery not including the day of delivery, with the exception of periodic ophthalmia and swamp fever for which the time limit is 30 days, not including the day of delivery.
Any time limit shall expire on the last day at 24:00 hours. The time limit which would normally expire on a Saturday, Sunday or a public holiday or non-working day, is extended until the first following working day.
Within the said time limits, and to be accepted, the Buyer must submit a request to the District Court judge where the animal is located in order to obtain the appointment of experts responsible for drawing up the minutes of the animal’s examination.
Within the same time limits, the Buyer must introduce one of the actions initiated by the existence of an unacceptable defect as defined in Articles L. 213-1 to L. 213-9 of the Rural Code.
Within the same time limits, the Buyer must notify ARQANA of the presentation of their request to the District Court judge, and send a veterinary certificate stipulating the defect (by registered letter with acknowledgement of receipt).
Veterinary file and arbitration
The individual veterinary file of a Lot is compiled by the Seller with the assistance of their veterinarian. This file contains a report and 14 X-rays dates less than 3 months.
The veterinary file will be made available to Buyers and their veterinarians in electronic form. Any request for consultation should be addressed to ARQANA, which will open the consultation exclusively to the applicant(s).
ARQANA cannot be held liable for any error in veterinary conformity or identification or lack of readability of the files or for any malfunction of the equipment used in the reading rooms.
Each veterinarian acting for a Buyer shall consult, read and interpret the veterinary file on behalf of his/her client and bear full responsibility towards his/her client.
During the horses’ presentation, ARQANA shall mandate a veterinarian who will, upon a Buyer’s request, interpret a vet file or carry out a clinical examination restricted to checking up the eyes, heart and movement. Under no circumstance shall ARQANA’s liability be sought on grounds of inaccurate or wrong diagnosis.
Any Buyer who, by themselves or through their authorized veterinarian, has had or could have had access to the information available in the veterinary file shall be presumed to know its content and may not rely on it to obtain the resolution of the sale.
In the absence of access to this information or in the absence of a file, if, within 30 days following the day of the sale, the Buyer considers that a defect affects the horse, they must inform the Seller that they intend to use amicable expertise in order to assess the validity of their claim.
This expertise will be carried out immediately by a veterinary expert agreed to by both parties or, failing that, appointed by ARQANA. The duration of the transactions may not be invoked by the Seller as a reason for inadmissibility to any subsequent action. Barring technicality, both parties may undertake to accept the findings of said expert.
In all circumstances, the action for cancellation of sale brought by the Buyer must be brought directly against the Seller whose name will be provided to them by ARQANA for any request on their part. It must be engaged within 30 days of receipt of the amicable expert report. Under no circumstances may this action implicate ARQANA, which cannot be held liable.
No claim shall be admissible, even in the case of unacceptable defect, if the buyer has not paid the total amount of the purchase. In case of an unacceptable defect or dispute, the funds will be withheld at ARQANA.
Lot identification
The Seller must ensure that each horse presented bears the number assigned to it in the catalogue. In the event of error or confusion, they will be held entirely responsible and not ARQANA.
The Seller undertakes that the animals presented for sale have undergone the compulsory vaccinations scheduled by the International Equestrian Federation.
Embryo
The embryo offered for Sale is implanted in a carrier mare whose pruchase price amounting to €3,000 + VAT will be automatically added to the embryo’s hammer price. The Purchaser of the embryo shall become the owner of the carrier mare as well as the embryo at the fall of the hammer.
Mares in foal
In the case of the Sale of a broodmare whose foaling term is within a month after the sale, foaling shall be carried out for the Seller, who commits to look after the mare and her foal on behalf of the Purchaser. In return, the Purchaser shall bear the costs of keeping the mare before and after foaling, as well as the expenses incurred until the broodmare and her foal may be transported securely.
In the case of the Sale of a broodmare whose foaling date is more than a month after the Sale, the Purchaser must collect the mare with seven (7) days at no cost. Past this delay, the Purchaser shall bear costs of €100 + VAT per day for keeping the mare.
Until their sale, i.e. until the Awarding is pronounced, the Lots for sale remaining the property of the seller, ARQANA may not be held liable for any accidents, diseases or damage of any kind to animals or caused by them to third parties, whether inside or outside the place of the Sale. Fire risk, losses and damages also remain entirely at the Sellers' expense.
Each potential Buyer shall consult the veterinary file and, if necessary, carry out additional examinations, within the limits of the protocol established by the Association des Vétérinaires Equins, under their responsibility. In the event of an accident caused to, or by a horse examined by a potential Buyer or their veterinarian, the latter shall be solely responsible and shall bear all the direct and indirect consequences thereof, and Sellers and Buyers undertake not to seek ARQANA's liability for any reason whatsoever.
Insurance
Purchasers are advised to take out an insurance with the company of their choice, covering the loss of the embryo by the carrier mare or broodmare, mortality of the foal at birth or mortality of the horse. Upon Awarding, the Seller shall no longer be held responsible for any incident resulting in the horse’s death or loss of the embryo.
As the Sale is voluntary, the Seller or their agent shall retain the right to buy back the Lot they have offered, should they 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. The Seller shall then bear the cost of the buy-back commission, the amount of which is indicated in Article 13.
ARQANA will pay the auction price from the 15thday following the Sale and within 72 hours from the receipt of payment by the Buyer. The Lot may only be delivered to the Buyer after ARQANA has received payment.
In the event of default by the Successful Bidder, after a formal notice has remained unsuccessful, the Seller mandates ARQANA to decide whether or not to put the Lot back on sale within 2 months of the Awarding.
If the Lot is not put back on sale within the aforementioned period for any reason whatsoever, the Sale shall be automatically cancelled without prejudice to any damages due from the defaulting Successful Bidder.
The VAT-liable Seller is solely responsible for the VAT declaration and paymentto the competent tax authorities.
At the end of the sale, ARQANA may inform and notify the Seller of the Successful Bidder’s default or incapacity to provide sufficient credit guarantees.
After formal notice has remained unsuccessful, with the agreement of the Seller, the Lot may then be re-offered on the grounds of irresponsible bid and the difference in price cannot be claimed from ARQANA.
The defaulting Successful Bidder shall then be obliged to pay the difference between the price awarded to him/her and that of the resale on the grounds of irresponsible bid and shall not be entitled to any surplus amount, such surplus, if applicable, belonging to the Seller.
Should the Seller not wish for the Lot to be re-offered on the grounds of irresponsible bid, and having notified ARQANA thereof by registered post, the sale shall be cancelled in full and the Lot shall be returned to the Seller, without prejudice to damages and interests owed by the defaulting Successful Bidder to the Seller.
Payment for a Lot is due immediately, comprising the full price, fees and taxes.
Any bidder shall be considered to be bidding for him/herself and the Successful Bidder, whose name shall be announced in the minutes, shall be personally responsible for his/her purchase.
When the Successful Bidder declares that they are 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 award. The Successful Bidder, whose name shall be mentioned in the minutes, shall be personally responsible for his/her purchase in the event of the principal’s defaulting. In the event that 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 taken 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 wire transfer, cheque or postal order (as no payment in cash is accepted). Payment for the Lots exported out of France shall be made through an Office des Changes (Exchange Bureau) by currency transfer and to the order of ARQANA.
Payment shall include the hammer price and the applicable commissions.
No claim 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 Successful Bidder in writing that he/she has eight (8) days to settle the Award; that after this final delay, and even without any further notice to the debtor, interest at the rate of 0.75% a month excluding tax shall be charged retroactively from the 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. All costs and fees incurred by ARQANA for the recovery of the debt shall be borne
by the debtor or his representative, who shall be obliged to do so; these costs shall not, however, be less than 10% of the amount to be recovered.
In the case of a dispute regarding the sale of a Lot, the corresponding funds shall be withheld by ARQANA.
ARQANA has the right to ask a foreign Buyer to designate an address in France, at a breeder’s or intermediary, in the interests of both parties and to facilitate the exchange of information and documents.
The Sale does not provide for registration fees to be paid by the Seller.
The Sale does not provide for any buy-back fees up to the estimation price agreed between ARQANA and the Seller, mentioned in the contract for the registration of the Lot for Sale. A 2% fee applies for buy-backs above this amount.
Seller’s commission is 6% excluding VAT, due immediately at the end of the sale.
A penalty of 20% of the estimation price agreed between ARQANA and the Seller excluding VAT will be applied by ARQANA to the Seller in the event of withdrawal of a Lot from Sale, bar cases of injury (which must be determined by a veterinary certificate issued to ARQANA before the Sale).
The Seller shall be liable for any additional tax or duty imposed by the government or local district over and above what is currently applicable.
Any invoices sent to the Seller are due for immediate payment. In the absence of payment, ARQANA shall issue a formal notice to pay within 8 days to the Seller. Beyond this deadline, interest of 0.75% a month excluding tax will be added to the Seller’s account from the date of the reminder.
Buyer’s commission is 6% excluding VAT, due immediately at the end of the Sale.
VAT is charged (Calculation basis = award price + purchase costs) when the Seller is VAT-taxable. It is only charged on purchase costs in the case of a VAT-exempt Seller.
The VAT rate applicable for the "Haras des Coudrettes by ARQANA" Sale is 20%, with the exception of horses sold for both breeding and sporting use, which are liable for VAT at the rate of 10% on the fraction of their value linked to reproduction. This mention and the fraction concerned must be specified by the Buyer, under his responsibility, on the purchase order at the time of their signature.
The VAT calculation results in 5 cases:
1 – The Buyer is French and is VAT-liable: VAT is invoiced on the total selling price (recoverable
VAT).
2 – The Buyer is VAT-liable 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. member country: VAT exemption (presentation of the export proof mandatory).
3 – The Buyer is VAT-liable in an E.U. member country other than France, supplies his/her E.U. identification number, and the Lot remains in France: VAT invoicing (recoverable VAT with the French tax authorities).
4 – The Buyer is not VAT-liable in France or in any other EU Member State: VAT invoiced (unrecoverable).
5 – The Lot is exported out of the E.U.: VAT exemption upon presentation of the customs document certifying the export (original DAU no.3) and ARQANA is mentioned as the exporter.
Lots under temporary importation, give rise to 4 cases when sold:
1 – The buyer is VAT-liable in an E.U. member country other than France and supplies his/her E.U. identification number, and the Lot is delivered in an E.U. member country: VAT exemption (mandatory presentation of proof of delivery).
2 – The buyer is VAT-liable in an E.U. member country other than France and supplies his/her E.U. identification number, and the Lot remains in France: 20% VAT invoiced.
3 –The Buyer is a non-resident of the EU and wishes to maintain the Lot as a temporary import: no VAT invoiced, but the transfer costs of the temporary import are at the Buyer's expense.
4 – The Lot is exported immediately: VAT exemption on the sole condition that the temporary admission document is regularized by the Buyer at the customs office of import.
ARQANA accepts no responsibility with regard to the judicial or tax consequences resulting from a false declaration made by the Buyer.
It is the Successful Bidder's responsibility to insure the Lot as soon as the Award is completed.
When the Lot is Awarded to a professional intermediary (merchant, rider) duly mandated by a third party, a 5% commission (+ VAT) of the auction price will be paid by ARQANA to the intermediary, upon invoicing by the latter.
The Seller shall be required, in the event of cancellation of sale for any reason whatsoever, to reimburse the Buyer for the costs of Sale as well as all expenses incurred by the Buyer for the maintenance of the disputed Lot in France.
In the event of export, the costs of maintenance abroad and repatriating the Lot to France are the responsibility of the Buyer.
Under no circumstances may the action for cancellation of sale implicate ARQANA, which cannot be held liable.
Any dispute regarding the interpretation or the performance of these Terms and Conditions shall be referred to the commercial court of Lisieux which shall have sole jurisdiction.