2020 STANDARDBRED HORSE SALES COMPANY ANNUAL SALE
REGISTRATION FOR ONLINE AND TELEPHONE BIDDING
ALL CUSTOMERS REGISTERING FOR ONLINE AND TELEPHONE BIDDING ACCOUNTS MUST CONTACT GUNJAN PATEL AT email@example.com OR BY TELEPHONE AT 717 – 637 – 8931. CUSTOMERS ARE STRONGLY URGED TO COMPLETE THE REGISTRATION PROCESS ONE WEEK PRIOR TO THE SALE.
CUSTOMERS REQUESTING NEW ACCOUNTS ONCE THE SALE BEGINS WILL BE DISAPPOINTED!
Standardbred Horse Sales Company will conduct its 2020 Annual Auction at the Maryland State Fairgrounds under COVID-19 safety guidelines approved by Maryland public health officials. Nevertheless, the Company is aware of the need for customers to purchase horses from remote locations due to travel restrictions, quarantine challenges, and personal safety concerns about COVID-19. Standardbred will offer extended telephone bidding support, and a new password-protected online bidding service for customers not attending the sale.
Both telephone and online bidding accounts require a pre-registration process that will take a significant amount of time for completion. Gunjan Patel will handle all initial contacts. The registration process requires your co-operation and patience for successful completion and return of all forms.
ONLINE/TELEPHONE BUYER REGISTRATION FORM – all customers must complete a Buyer Registration form, which provides essential information about the expected amount of purchases and proposes a method of payment. Financial information and references, insurance information for buyers who secure credit terms, and identification of a trucker/shipping agent or another individual attending the sale who will arrange for transport of horses from the facility is necessary. Customers with established credit will likely be granted credit in similar amounts for the 2020 sale. Customers without established credit, and without an extensive history of satisfactory business transactions with the Company, will likely be required to deposit funds sufficient to cover expected purchases prior to the sale.
CONFIRMATION OF SALE FORM – all customers must sign a representative “Confirmation of Sale” form that will legally bind customers to online and telephone transactions.
TERMS & CONDITIONS OF SALE – all customers will be provided with a copy of the Terms & Conditions of Sale.
AUTHORIZATION OF AGENT FORM – for customers who will appoint someone attending the sale in person to act on their behalf.
INSURANCE FORM – a full mortality insurance binder naming Standardbred Horse Sales Company as first loss payee must be purchased by customers not immediately paying in full with cash, cashier’s check, bank check, or pre-wired funds at settlement.
LIST OF HIP NUMBERS/HORSES OF INTEREST – customers will be required to submit a list of hip numbers/horses for which they have interest in bidding/purchasing. This requirement is especially necessary for telephone bidders, as the Company must arrange for enough clerks to handle calls.
WIRED FUNDS INSTRUCTIONS – for customers wiring funds to pay for their purchases.
Once all forms have been completed, submitted, and when all approvals have been given by the Company and funds deposited as required, the Company will then establish online and telephone bidding accounts for customers. Additional instructions about online and telephone bidding will be made available at that time. Customers must understand that the registration and approval process WILL take time! Customers waiting until the last minute to register will likely be unsuccessful, and should instead arrange for an Authorized Agent attending the sale to act on their behalf.
PLEASE COMPLETE THE REGISTRATION PROCESS IN A TIMELY MANNER TO AVOID DISAPPOINTMENT
CUSTOMERS REGISTERING FOR ONLINE OR TELEPHONE BIDDING ACCOUNTS MUST AGREE TO, AND ACCEPT, SPECIFIC TERMS & CONDITONS OF SALE
Customers registering for online bidding accounts in order to bid on horses in which they have an ownership interest will be assessed a 1.5% convenience surcharge if they place the winning bid on any horse in the auction. Settlement of a winning online transaction, whether placed by the customer, a consignor or consignor’s representative, or an Agent representing the customer, by the “bid-in” process will be assumed to represent an ownership interest, and therefore be assessed the 1.5% surcharge. Customers desiring to bid on horses in which they have an ownership interest are encouraged to bid by telephone instead; or have their consignor, consignor’s representative, or Agent bid for them in person. Winning telephone bids, or “live bids” placed by a customer representative as above, will not be subject to the 1.5% surcharge.
Electronic bids received remotely either from an online or telephonic account will be processed by the Company as representing bids by the customer who is registered to the account. No post-transaction claims that the “account was hacked” will be recognized or honored by the Company.
Customers purchasing horses through online or telephone bidding accounts are encouraged to arrange inspection of their purchases prior to and after bidding. Post-transaction disputes about the physical condition of the horse, whether related to size, conformation, or other alleged defects that could have been detected by in-person or on-site inspection will not be honored by the Company.
Terms & Conditions
TERMS AND CONDITIONS OF SALE
This sale and all sellers, Consignors, agents, owners, prospective bidders or Purchasers, and all other interested parties are governed by these Terms and Conditions of Sale and all announcements made from the auction stand or otherwise. Your attendance at the sale, participation by telephone, or registration as an on-line bidder evidences your acceptance of and agreement to these terms and conditions and announcements. As used herein, “Company” or “Standardbred” means Standardbred Horse Sales Company.
TERMS SPECIFIC TO ELECTRONIC BIDDING:
By registering for on-line or telephone bidding, you agree to the following specific terms:
On-line Surcharge: In order to provide the convenience of on-line bidding, the Company has engaged a third party to provide an on-line bidding platform. The third party will charge a one and one-half percent (1.5%) fee on the winning bid price (including bid-ins) processed through an on-line (not telephonic) account. The Company will add this surcharge to the winning bid price for any horses processed by the Company as a “bid-in” through an on-line account, whether identified at or after initial settlement. In other words, if a consignor requests that a horse receiving the winning bid from an online bidding account be processed by the Company as a “bid-in”, the Company will apply the 1.5% surcharge against the consignor’s sale proceeds. The winning online bidder should expect to be assessed that 1.5% surcharge by the consignor after the sale. This surcharge will apply whether the winning online bidding account is registered by the consignor acting on behalf of his client owner, by the client owner of the horse, or by a representative of either the consignor or the client owner.
An online bidder who submits the winning bid on a horse that he owns either in full or in partnership but is not processed as a “bid-in” will also be assessed the 1.5% surcharge by Standardbred Horse Sales Company. If such ownership is identified after an initial invoice is issued, Standardbred may assess the surcharge on a revised invoice.
Customers applying for bidding privileges from remote locations for the purpose of bidding their own horses, or having a consignor or Agent bid on their own horses, are advised to make arrangements for in-person or telephone bidding in order to avoid the 1.5% online bidding surcharge.
Electronic Signatures: You agree that your electronic signature, whether digital or encrypted, shall have the same force and effect as your manual signature. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. This means that your e-mail response or clicking on a checkbox, bid box, “accept” or “submit” box, or other similar tab for on-line bidding is just as binding as a pen-and-paper signature.
No Liability: You understand and accept the risk of potential technical difficulties associated with remote participation, which may include failure to recognize a bid. Under no circumstances shall Standardbred or the Auctioneer be responsible for the functioning of the on-line or telephonic bidding systems.
Inspection Responsibility: These terms and conditions include certain responsibilities on the part of bidders with respect to pre- and post-bid inspections. These terms and conditions will continue to apply to on-line and telephonic bidders as well. Consequently, on-line and telephonic bidders should make arrangements to have these inspections conducted by on-site representatives. Failure to do so will not make such inspection requirements inapplicable.
Incorporation of Terms: When registering as an on-line or telephonic bidder, you may have been asked to approve additional terms specific to those modes of participation, including without limitation terms required by service providers. Those additional terms and conditions are incorporated herein as if set forth in full.
IF YOU CANNOT AGREE TO THE COVID-19 NOTICE AND WAIVER, YOU ARE NOT PERMITTED TO BE PRESENT AT THE SALE VENUE.
COVID-19 NOTICE AND WAIVER:
The Company is implementing important protocols in order to mitigate the risk of transmission of COVID-19 at the sale facilities (the “Venue”).
By attending the Company’s sale at the Venue (the “Sale”), you are acknowledging and agreeing to the following:
You agree to follow the protocols posted by the Company throughout the Venue.
You are aware of the risk that your physical presence at the Sale may cause injury or illness such as, but not limited to COVID-19.
You have not experienced symptoms of fever, fatigue, difficulty in breathing, dry cough, loss of the sense of taste or smell, or any other symptoms relating to COVID-19 or any communicable disease within the last 14 days.
You have not been diagnosed with the COVID-19 virus within the last 30 days.
With full knowledge of the risks involved, you individually and on behalf of your heirs, successors, assigns, and personal representatives, hereby release, waive, and discharge the Company, its agents, employees, officers, faculty members, trustees, and representatives, from any and all liabilities, claims, demands, actions, and causes of action whatsoever, directly or indirectly arising out of or related to any loss, damage, injury, or death, that you may sustain related to COVID-19 while attending the Sale.
IF YOU CANNOT ABIDE BY THESE “AS-IS” TERMS AND CONDITIONS, PLEASE DO NOT BID ON ANY HORSES AT THIS SALE.
ALL HORSES ARE SOLD “AS-IS” WITH ALL FAULTS AND DEFECTS, KNOWN AND UNKNOWN.
THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE HORSES TO BE SOLD, INCLUDING NO WARRANTY THAT THE HORSES ARE POTENTIAL RACEHORSES. General advertising and oral comments shall not be considered to be a representation or warranty regarding a specific horse.
The Consignor of the horse may elect to provide information relating to a specific horse. The Consignor shall be bound only by information relating to a specific horse provided in writing or by auctioneer announcement. The Company is not bound by any information, written, announced, or otherwise, provided by the Consignor. OTHER THAN WRITTEN INFORMATION OR AUCTIONEER ANNOUNCEMENTS, THE CONSIGNOR MAKES NO REPRESENTATION OR WARRANTY REGARDING THE HORSE TO BE SOLD, INCLUDING NO WARRANTY THAT THE HORSES ARE POTENTIAL RACEHORSES. General advertising or oral comments shall not be considered to be a representation or warranty.
The buying and selling of animals, including horses, inevitably involves substantial risk. AS A BIDDER, YOU AGREE TO ACCEPT THAT RISK. THE COMPANY ACCEPTS NONE OF THAT RISK.
The Company has retained veterinarians to be available at the sale for certain Company purposes. You may not rely on any reports, opinions, or commentary of any veterinarian retained by the Company. If you desire to utilize or rely upon the expertise of a veterinarian, including those retained by the Company, you must make separate arrangement with the veterinarian; neither the Company nor the Consignor shall be bound by such arrangements or advice.
(a) Cash. Unless the Sale Manager (defined in these terms and conditions as the person in charge of the designated Credit Manager Office from time to time) has authorized other terms in writing, all sales are for cash (United States currency, wire transfer, cashier’s or certified check). Payment must be made within sixty (60) minutes after the fall of the hammer. Pay the Company Cashier in all cases. In no event should any part of the purchase money be paid by the Purchaser directly to the Consignor or any other person. No part of any payment made by the Purchaser to the Consignor or any other person will be credited to the purchase price and consequently no such payment will entitle the Purchaser to obtain any horses. Any Purchaser requesting that another party be billed in connection with a purchase shall remain liable for the full purchase price until the purchase has been fully paid for.
(b) Credit. In limited circumstances and in his sole discretion, the Sale Manager may approve in advance credit for specific amounts pursuant to a credit application. In instances where credit has been approved by the Sale Manager, bidders are cautioned that approval of credit is for the specifically approved amount only; therefore, approval of credit for prior sales or transactions does not establish credit for purchases at subsequent sales. Bidders must clear outstanding accounts and establish credit at this sale prior to bidding.
(i) Credit Terms. Terms of all credit sales (except as set forth in paragraph (v) below) shall be payment in full within fifteen days of the sale. With approval of the Sale Manager, for complex accounts that involve both purchases and sales or post-sale billing of multiple Purchaser-designees, terms shall be payment in full within thirty days of sale. Any purchase not paid for in full within such fifteen or thirty day period after sale (as applicable) shall be in default and subject to interest at a rate of 1-1/2% per month (compounded monthly) from the last day of sale on all accounts owing at fifteen or thirty days (as applicable) until such accounts have been paid in full. In the event legal action is required to collect past due amounts, all costs and expenses of such action, including attorney fees, shall also be the obligation of Purchaser and shall be added to his account. Expenses of caring for horses purchased and cost of mortality insurance shall also be added to the account. No registration papers will be released until the Purchaser’s total account, including all purchases, has been settled in full. Standardbred reserves the right exercisable by Standardbred in its sole and exclusive discretion, which shall be final and binding upon all parties, to (1) refuse to extend credit, or (2) refuse the opportunity to bid or refuse to accept the bid of anyone who has not established credit with Standardbred, or (3) require either collected funds to be on deposit with Standardbred or an irrevocable letter of credit acceptable to Standardbred, or any combination of the foregoing. Standardbred retains the right, at any time and for any reason, including but not limited to Standardbred’s arbitrary determination, to revoke any credit previously established and to impose such terms as it may deem appropriate. Bidders are cautioned that, as stated in subparagraph (b) immediately above, the fact that they may have been granted credit at a prior sale does not mean they automatically have credit at this or future sales. Credit must be re-established at each sale.
(ii) Insurance. All purchases made on an approved credit basis must be insured by Purchaser for the full amount of the purchase price with no deductible, on a full mortality basis, premium paid, for the benefit of Standardbred. Accordingly, “Standardbred Horse Sales Company" shall be named loss payee on all insurance policies required by this subparagraph until the insured horses have been paid for in full. The policies shall provide for not less than thirty (30) days' advance written notice in the event of cancellation or any amendment thereof. Purchaser hereby appoints the Company as his, her, or its attorney in fact to endorse any draft for proceeds thereof on Purchaser’s behalf. The Cashier will not release the order for delivery of the horse until evidence of this insurance is delivered to the Cashier. In the event Purchaser fails to comply with this requirement or coverage lapses, the Company may secure such insurance at Purchaser’s expense.
(iii) Security Agreement. All extensions of credit are on a secured basis. Execution (manually or electronically) of the confirmation of sale slip by the Purchaser evidences Purchaser’s agreement to attachment of a purchase money security interest in and lien upon the horse purchased, its USTA certificate of registration, any applicable stallion mating certificate, and any products and proceeds of the horse or certificates, in favor of the Company to secure payment of all amounts due hereunder. Purchaser acknowledges the Company’s right to exercise any rights and remedies of a secured party under the Uniform Commercial Code, including the rights to repossess and to resell the horse. In addition, Purchaser hereby appoints Company as attorney-in-fact to prepare, execute, and file any financing statements or other documents necessary to perfect or enforce the security interest created herein.
(iv) Transfer and Judgment in Event of Default. In the event of nonpayment by Purchaser hereunder, Purchaser (by execution (manually or electronically) of the confirmation of sale slip) agrees: that the Company, by its attorney or by the prothonotary or clerk of any court, may appear for Purchaser and confess judgment against Purchaser in favor of the Company for the amount due plus cost of suit and other actual collection costs including attorney fees; and the Purchaser hereby irrevocably appoints the Company as attorney in fact to execute on Purchaser’s behalf any document, including a USTA transfer slip, for transfer of ownership and/or registration of the purchased horse to the Company or its designee. By so agreeing, Purchaser authorizes the Company to obtain a judgment against Purchaser or transfer the purchased horse without Purchaser’s prior knowledge or consent and without an opportunity to raise any defense, set-off, or counterclaim. In the event that Standardbred institutes any collection action against Purchaser arising from this transaction, Purchaser agrees to pay all cost incurred by Standardbred as a result of such collection action, including but not limited to filing fees paid to various offices at the courthouse, ancillary charges such as service costs and stenographic fees, and reasonable attorney's fees, which term shall mean the greater of actual attorney fees, $2,500.00, or ten percent (10%) of the amount owed by Purchaser to Standardbred. For purposes of the exercise of these rights, Pennsylvania law shall apply. The person or entity bound under the signature on the Confirmation of Sale shall remain liable in every respect, even if the Company agrees to re-bill a purchase at any time after the time of sale.
(v) Arrangement with Consignor. If a Purchaser and Consignor make a separate credit arrangement, it is their joint responsibility to present written confirmation of this arrangement, signed by the Consignor, to Standardbred. Standardbred must have possession of the written confirmation before the conclusion of the sale. If written confirmation is not received by Standardbred before the conclusion of the sale, the purchase price plus any interest or other costs or expenses of collection will be the sole responsibility of the person signing the confirmation of sale slip and immediately due and payable to Standardbred. In any event, Standardbred shall have no responsibility regarding enforcement of separate Purchaser-Consignor agreements.
(vi) Disclaimer of Implied Duties. Standardbred’s duties and obligations shall be strictly limited to those that these Terms and Conditions expressly imposed on Standardbred. All other duties and obligations, including fiduciary and other duties that the operation of law might otherwise impose on Standardbred, are hereby expressly disclaimed.
(c) Payment Procedure.
(i) Checks. Payable in U.S. funds. Personal checks will only be accepted at this sale pursuant to the Cashier's procedures. Persons desiring to purchase horses for the first time with the use of personal checks should present letters of introduction from their banks. Prospective Purchasers may save time, trouble and expense by using currency or bankers checks drawn on banks acceptable to the Company.
(ii) Exchange Rates. Purchasers should use current United States funds for all payments. Foreign currency and foreign drafts are subject to discount as exchange rates fluctuate; therefore, if Standardbred elects to accept payment in foreign currency, it reserves the right to collect any shortfall determined upon conversion to United States funds as if a default had occurred.
(d) Sales Tax. Standardbred is required to collect Maryland Sales and Use Tax from a Purchaser at settlement unless (i) the Purchaser presents an executed bill of lading from a licensed interstate common carrier indicating the Horse will be shipped outside the state from the auction site, or (ii) the Purchaser presents an executed Maryland Sales and Use Tax Exemption Certificate.
(e) Release of Horses. Upon and only upon full and final payment to the Cashier or written approval of credit for the horse by the Sale Manager, the Cashier will issue an order which shall be presented by the Purchaser (or his or her representative) to the stable manager for delivery of the horse. Purchasers are cautioned not to lose these orders, as they entitle bearers to possession of the purchased horse.
(f) Release of Registrations.
If payment is made at the sale by Purchaser in cash, wire transfer, or cashier’s check, and if registrations have been properly submitted to the Company, a release of registration will be authorized to Purchaser upon payment in full.
If payment is made in any manner other than as described in the previous paragraph, then registrations will not be released until final payment has been received by the Company.
If credit is extended to Purchaser at the sale as described above, after payment for Purchaser’s full account has been received by the Company and has cleared, a release of registration will be authorized to Purchaser.
Notwithstanding anything else in these Terms and Conditions, if Purchaser buys a whole or part interest in one or more horses at the sale (whether through individual or entity capacity), no registration papers will be released until payment for all interests in horses purchased by Purchaser has been received by Standardbred Horse Sales Company and has cleared.
BIDS AND BIDDING:
(a) Standardbred specifically reserves its right to exclude any persons whomsoever from the auction area and all premises or lands controlled by Standardbred. In addition, notwithstanding any contrary provisions of these Terms and Conditions (if any), Standardbred further reserves the right to refuse to accept, to reject, or to ignore any bid(s) from any person whomsoever (including on-line or telephonic bidders), or to take any combination of these actions, even if credit has been approved or even if payment has been tendered or may be believed to be forthcoming. Neither exclusion of persons nor refusal, rejection, or ignoring of bids shall be based on race, sex, color, or creed. By accepting the license granted by Standardbred to the public to attend this sale, each individual agrees to be bound by this condition of sale.
(b) Minimum Bid. There shall be a minimum bid or "upset price" of $1,000 for each horse sold. Unless the bid reaches $1,000 no sale shall occur, the horse shall remain the property of the Consignor, and the auction shall pass to the next hip number.
(c) Title. The highest bidder shall be the Purchaser when a horse is struck down to him. Title passes to the Purchaser at the fall of the auctioneer’s hammer, at which time Purchaser assumes all risks, responsibility, obligations and expenses relating to the horse.
(d) Resolution of Disputes. If any dispute arises, the auctioneer shall immediately resolve it and his decision shall be absolute, final, and binding on all parties. The Company and the auctioneer reserve the right to reject any and all bids and may refuse the opportunity to bid to any person.
Horses at this sale are offered and sold under the laws of the Commonwealth of Pennsylvania regarding auction sales. Pursuant to those laws, the right to bid is reserved for all sellers unless otherwise announced at the time of sale. The Company cautions all persons against bidding unless they are prepared to comply with these terms and conditions and the laws of Pennsylvania.
If a horse is put up for sale a second time at the discretion of the Company or auctioneer owing to an issue with the previous high bidder, the previous high bidder will be liable for a ten percent commission charge by the Company on the amount of the second sale, any shortfall in price between the first and second sale, and any other liabilities specified by law. In addition, prior to such second sale, the Company may require the previous high bidder to post the first purchase price as security for the second sale. The same procedure shall apply if the horse is put up for sale again at the discretion of the Company or auctioneer and at any subsequent sale.
(e) Designation of Agency. Persons acting as agents must file with the Sales Manager letters of authorization from their principal stating that the agent is acting on the principal’s behalf and that the principal will be responsible for agent sales or purchases. Standardbred reserves the right (i) to refuse to recognize any proffered letter of authorization for any reason, including its own arbitrary decision, and (ii) in its sole discretion to require that a letter of authorization be notarized.
(i) Authorization on File. All persons acting as agents pursuant to a filed authorization are responsible for ensuring that their principal either has approved credit or makes settlement for each horse purchased within sixty (60) minutes after the fall of the hammer. By signing the Confirmation of Sale, regardless of the form of the signature, and even in the case of a filed authorization, a person acting as agent agrees to be personally liable with the principal for the full purchase price of the horse purchased if the principal either (A) lacks adequate Company-approved credit or (B) fails to make settlement for the full purchase price within sixty (60) minutes after the fall of the hammer.
(ii) Authorization Not on File. An individual who is the successful bidder for a horse and has not filed letters of authorization accepted by Standardbred becomes the Purchaser of the horse, and shall be personally responsible for payment and all other conditions relating to Purchasers. Because of inherent uncertainty, representations of agency other than filed letters of authorization accepted by Standardbred will not be recognized.
(f) Execution of Confirmation of Sale. Upon the fall of the auctioneer’s hammer, the successful bidder shall execute (manually or, if applicable, electronically) a Confirmation of Sale, a copy of which is reproduced as part of these Terms and Conditions. If a person other than the successful bidder (as determined by the auctioneer) executes the Confirmation of Sale, that execution shall not impair the rights or obligations of the successful bidder.
Refusal by a successful bidder to execute any pertinent Confirmation of Sale shall constitute a dereliction entitling the Company to exercise any or all of its rights, including resale.
In addition to recognition of and agreement to the security interest in favor of the Company, the ability of the Company to endorse insurance proceeds drafts and registration papers, and entry of judgment by confession, by executing the Confirmation of Sale slip (manually or electronically) Purchaser agrees that service of any notice, process or pleading in any action or proceeding arising out of or in connection with the sale of any horse hereunder is properly made if a copy is mailed to Purchaser at the address set forth on the Confirmation of Sale slip by certified mail, postage prepaid, return receipt requested, or overnight courier, and Purchaser hereby consents to the commencement by Standardbred of any action or proceeding against Purchaser in any court within the Commonwealth of Pennsylvania or in the United States District Court for the Middle District of Pennsylvania by service of process as set forth above, and Purchaser agrees that any of those courts shall have jurisdiction with respect to the subject matter hereof, personal jurisdiction over the Purchaser, and that venue shall be proper. Notwithstanding the foregoing, the Company in its discretion may also initiate proceedings in the courts of any other jurisdiction in which Purchaser may be found or in which any property of Purchaser’s may be located.
Purchasers have an opportunity, and are advised, to fully inspect any horses for prospective purchase prior to the horse’s entry to the sales ring. In addition, all Purchasers shall fully inspect each horse that they may purchase within sixty minutes of the fall of the hammer for that purchase. These Terms and Conditions of Sale apply to on-line and telephonic bidders as well so such bidders are advised to have on-site authorized representatives available for physical inspections and dispute resolution. All sales are “as-is” and final with the only exceptions being an express representation made in writing by the Consignor, an auctioneer announcement, or a horse catalogued as a colt and not otherwise announced by the time
undefined>of sale, and is a gelding, ridgling, or cryptorchid. If an express written representation was made by the Consignor, an auctioneer announcement was made, or a catalogued colt is a gelding, ridgling, or cryptorchid, and if Purchaser challenges such written representation, auctioneer announcement, or colt status, the matter must immediately be reported to the Sale Manager who shall have the sole right of appointing a person to make examination to determine whether any such express written representation, auctioneer announcement, or colt status has been breached. The decision of the referee so appointed (and no other) shall be binding upon both the Consignor and the Purchaser. The Company shall incur no liability from either party due to such decision. Thereafter, and in no event after such sixty-minute period, no other challenge may be made.
In all cases of disputes, Purchaser shall deposit the referee’s fee with the Cashier’s office. If the decision is in the Consignor’s favor, Purchaser must pay the referee’s fee and all amounts due on the sale. If the decision is in Purchaser’s favor, Consignor must take back his horse and pay the referee’s fee and the Company’s contractual charges, including commission, on the sale.
If no party is willing to take possession of a horse that is the subject matter of a controversy, all interested parties agree that Standardbred may take all such steps as it deems advisable in the maintenance and care of such horse including, without limitation, board, veterinary care, and any other reasonable expenditures. Furthermore, Standardbred shall have the sole discretionary right, but shall be under no obligation, to sell the horse in controversy at any sale, public or private, and upon such terms and conditions as Standardbred may deem appropriate. Standardbred has sole discretion as to making any announcements concerning the condition of the horse prior to resale. Such sale may be made, in Standardbred’s sole and exclusive discretion, with or without notice to the Consignor or Purchaser. All costs and expenses shall bear interest at 1-1/2% per month, and the party ultimately determined to be the owner of the horse in controversy shall reimburse Standardbred for costs and expenses plus interest thereon. If the horse is resold, all parties agree that Standardbred shall be reimbursed by the Consignor and Purchaser, first for all expenses it has incurred in the maintenance and care of such horse and its legal expenses with the balance, if any, to be paid to the Consignor.
ABSENCE OF REPRESENTATIONS AND WARRANTIES:
(a) Terms of Sale. All horses are sold “as-is” with all faults and defects, known and unknown. THERE ARE NO WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, QUALITY OR DURABILITY OF ANY HORSES PRESENTED FOR SALE, except as set forth in subsection (f) below.
(b) Liability of the Company. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE HORSES TO BE SOLD, INCLUDING NO WARRANTY THAT THE HORSES ARE POTENTIAL RACEHORSES. General advertising and oral comments shall not be considered to be a representation or warranty regarding a specific horse. The Company neither assumes nor bears any responsibility to any bidder for the accuracy of any statement of fact or opinion appearing in this catalog, made by Consignor, or made by the auctioneer in reference to any horse. All such matters are the sole responsibility of the person or persons consigning the horse to the sale. The Company makes no representation or warranty with respect to the merchantability, fitness for a particular purpose, condition, quality, durability, breeding or foaling date, soundness, identity, medications, veterinary history, or any other quality or characteristic of any horse. Ages, heights, marks, speed, and other information of that character are provided to the Company by Consignor, should be recognized as approximations, and the Company does not guarantee them. Bidders have an opportunity, and are advised, to fully inspect any horses for prospective purchase prior to the horse’s entry to the sales ring. It is the Consignor’s responsibility to bring all printed errors to the attention of the auctioneer so that any such errors may be announced and corrected. The Consignor is at all times responsible for the identity of all horses consigned by him. Corrections of typographical or any other errors appearing in this catalog by the auctioneer take precedence over the printed matter in the catalog. If an error applies to a portion of a consignment generally, the auctioneer may make one announcement when the affected portion begins to sell, and the correction shall apply to the entire portion. Any dispute concerning any matter relating to the horse shall be resolved between the Consignor and the successful bidder only and the Company shall not be made a party thereto. Pursuant to its contract with the Consignor, the Company places all liability for any matter relating to the condition of the horse on Consignor. As a result, the Company may in its discretion, but is not required to, elect not to proceed to collection from the successful bidder pending a resolution between Consignor and successful bidder.
(c) Broodmares, Broodmare Prospects, and Fillies. All broodmares are sold with service fees paid and with no rights to refunds of service fees or return booking guarantees unless specified by Consignor in this catalog or announced by the auctioneer at the time of sale. The Company makes no representation or warranty regarding the suitability for breeding of any horse or the in-foal status of any broodmare. Any examination made or information posted regarding suitability for breeding or in-foal status is Consignor's sole responsibility.
(d) Engagements. Where a Consignor reports futurity or stakes engagements, a memorandum of these engagements is printed under the pedigree of each horse as reported to the Company. The Company is not responsible for any errors, misstatements, or omissions in the engagements so published in the catalog. The Company does not and will not accept any responsibility as to the eligibility of any horse. The Consignor is the responsible party for all such statements of eligibility. Purchaser assumes no liability for future payment in futurity or stakes events. Payments may be made at Purchaser's option but must be made when due to keep the entry eligible. All payments when made are forfeits.
(e) Information Governing Purchase and Sale. Auctioneer announcements before or during the bidding shall supersede all prior written information from any source. Likewise, the price shall always be the price recognized by the auctioneer rather than any other evidence of a price.
(f) Exceptions. Notwithstanding the other provisions under this “”Absence of Representations and Warranties” subheading, there are three exceptions to the “as-is” terms of sale that are binding on the Consignor (but not the Company): (i) written information relating to a specific horse provided by Consignor; (ii) an auctioneer announcement; and (iii) any equine sold in this sale which is catalogued as a colt and not otherwise announced by the time
of sale, and is a gelding, ridgling, or cryptorchid. With respect to (iii) above, the horse shall be returnable to Consignor with refund of the purchase price if Standardbred receives a written veterinary certificate to that effect within forty-eight hours after the start of the session in which the equine in question was sold. If Consignor’s veterinarian disagrees with the finding in Purchaser’s veterinary certificate in (iii) above, or if there is a dispute regarding (i) or (ii) above, the referee procedure provided above in “CHALLENGES” shall apply. This shall be Purchaser’s sole remedy.
ABSENCE OF LIABILITY POST SALE:
Each horse becomes the property of the successful bidder upon the fall of the hammer and from that moment the Company shall have no liability for injury to that horse to any person or entity holding an interest therein.
ARBITRATION or LITIGATION:
If the Company so elects, in its sole discretion, any controversy or claim arising out of or relating to a sale hereunder must be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and the award so rendered by the arbitrator may be entered as a judgment in any court having jurisdiction thereof. If the Company involuntarily becomes a party to litigation among Consignors, bidders, or other claimants under these Terms and Conditions, the Company shall be entitled to full reimbursement of its costs, expenses, and attorney fees from the responsible person(s) or entity.
The Company may, at its discretion, waive strict compliance or performance of any right or remedy or other provision contained herein but any such waiver shall not preclude the Company from exercising or enforcing the same or others at any time or times thereafter. If any provision contained herein shall be held for any reason to be invalid, illegal or unenforceable in any respect, such impairment shall not affect any other provision hereof.
RECORDING AND PUBLICITY:
Notice is hereby given to all participants at this sale that the Company may record any portion or the entire sale by video, audio, photograph, or other means.
Each Purchaser and its representatives, successors, and assigns hereby grants to Standardbred, the Consignor, and/or breeder of any horse purchased at this sale, and their representatives, successors, and assigns, the absolute right to copyright and publish, use, or reuse the name or performance of as well as any photograph/print film, or videotape footage or audio, digital, electronic, or other reproduction of any horse purchased at this sale, in whole or in part, in the composite or in distorted character, with or without use of names, in color or otherwise, for the purposes of promotion, advertising, trade, or other lawful purpose in any and all media anywhere in the world. Purchaser and its’ representatives, successors, and assigns waives any right to inspect and/or approve the finished product or the copy that may be used in connection therewith or the use to which it might be applied.
No issue or dispute arising out of this sale or these Terms and Conditions of Sale shall be interpreted, litigated, or resolved under the Convention on Contracts for the International Sale of Goods.
The undersigned, intending to be legally bound hereby, represents that he/she has reviewed the foregoing terms and conditions and agrees to be bound by them with respect to all bids made on horses at this sale, including without limitation those made pursuant to on-line or telephone accounts (“Electronic Accounts”) and further acknowledges and agrees that the foregoing terms and conditions are an integral part of the registration and approval process for such Electronic Accounts.