The terms below have the following meanings in these general terms and conditions:
Delivery contract - the delivery contract completed and signed by the buyer and the seller, showing that the purchase of the horse or embryo has taken place by the buyer;
Sales amount - an amount offered by the bidder at an auction for a horse or embryo;
General terms and conditions - these general terms and conditions for auctions of Paardenveilingenonline.com, both online and regular auctions;
Bidder - the person who registers or has registered in a way prescribed by Paardenveilingonline.com in order to be able to participate in an online auction as well as the one who offers on a horse(s) or embryo(s) during a regular auction;
Consumer - the natural person who does not act for purposes related to a commercial, business, craft or professional activity;
Participant - a participant in the auction, in the capacity of bidder, buyer or seller;
Embryo - a frozen embryo or a surrogate mare with the embryo included;
Award - the express statement of Paardenveilingonline.com (on behalf of the seller) to the buyer that a bid from the buyer has been accepted as the highest bid and that the horse or embryo on which the buyer has placed a bid has been awarded to the buyer. This statement counts as an acceptance on behalf of the seller within the meaning of Article 6:217 Dutch civil code. This statement consists of the purchase agreement statement;
Registration - the registration of the seller at Paardenveilingonline.com to offer a horse or embryo on behalf of the seller by Paardenveilingonline.com for auction;
Purchase agreement - the purchase agreement between the seller on one side and the buyer on the other, that is concluded as a result of the award;
Purchase price - the amount owed by the buyer for the horse or embryo offered for auction, consisting of the sales amount plus the premium, all this to be increased by the applicable VAT rate;
Buyer- the bidder to whom the horse or embryo has been awarded;
Horse - a mare, gelding or stallion;
Paardenveilingonline.com - Paardenveilingonline.com is a trade name of Paardenveilingonline BV, registered with the chamber of commerce (KVK) under number 77933834 and located in Heerde (NL).
Personal data - the (personal) data that must be provided by a participant to Paardenveilingonline.com in order to be able to participate as an participant in an online auction and that can be traced back to a natural person;
Redemption - if the buyer is also the seller of the horse offered for auction;
Auction - the auction organized and facilitated by Paardenveilingonline.com for the sale of horse(s) or embryo(s). This can be both the traditional auctions on location organized and facilitated by Paardenveilingonline.com (‘regular auction’) as well as the online auction organized and facilitated by Paardenveilingonline.com via the website (‘online auction’);
Auction website - the auction website with which Paardenveilingonline.com offers its auction service;
Auction service - mediating in the realization of a purchase agreement by facilitating an auction;
Auction costs for the buyer - a fixed amount with which the sales amount is increased;
Auction costs for the seller - a fixed amount for the account of seller with regard to Paardenveilingonline.com for organizing and facilitating an auction. This can be both the regular auctions on location organized and facilitated by Paardenveilingonline.com (‘regular auction’) as well as the online auction organized and facilitated by Paardenveilingonline.com via the auction website (‘online auction’);
Statement of purchase agreement - the statement of purchase agreement sent by and provided by Paardenveilingonline.com (on behalf of the seller) to the bidder / buyer and to be completed and signed by the bidder / buyer;
Sell - if buyer is other than seller;
Seller - the natural person or legal person who has instructed Paardenveilingonline.com to sell a horse(s) or embryo(s) on behalf of and for the account of the seller by means of an auction;
Foal – a horse younger than 12 months.
1.2. Applicability of general terms and conditions
1. These general terms and conditions apply to the legal relationships between Paardenveilingonline.com and participant. Participant is deemed to have accepted the applicability of these general terms and conditions. Applicability of other general terms and conditions is excluded.
2. All stipulations in these general terms and conditions have also been made on behalf of all those who work or were working for, on behalf of and/or on behalf of Paardenveilingonline.com. They can invoke the provisions of these general terms and conditions directly, as if they were Paardenveilingonline.com.
1. Paardenveilingonline.com organizes and facilitates the auction and auctions embryos / horses on behalf of the seller, without being or becoming a party to concluded or concluded purchase agreements.
2. Paardenveilingonline.com determines the dates and times when the auction takes place.
3. An online auction closes on a predefined date and time. The duration of the online auction is indicated on the auction website. If a bid is placed in the last five minutes before the stated closing time, the closing time will (always) be extended by five minutes. Final closing will then take place five minutes after the last bid.
4. A regular auction takes place under the direction of an auctioneer appointed by Paardenveilingonline.com.
5. A regular auction takes place under the supervision of a notary appointed by Paardenveilingonline.com.
6. Paardenveilingonline.com determines the order and order of the auction. Paardenveilingonline.com has the right to refuse anyone access to and / or participation in and / or registration for the auction without giving reasons, or to impose (further) conditions on this.
7. The embryos / horses offered for auction will be auctioned / sold without any action or refaction, in the state in which they are located at the moment of accepting the bid, without liability of Paardenveilingonline.com regarding the value, condition or capacity of auctioned embryos / horses.
8. A purchase agreement is concluded between the buyer and the seller as a result of the award. After purchase the buyer will receive an invoice. This invoice is also the proof of purchase.
9. Embryos / horses offered for auction are sold ‘by auction’ with a minimum opening bid known for auction, unless Paardenveilingonline.com determines that the auction, or a part thereof, will be ‘by outbidding’. Paardenveilingonline.com is entitled at any time during the auction to change the way the auction takes place. Both in the case of a normal auction and in the case of an auction ‘by outbidding’ there is always only an invitation from the seller to make an offer. Paardenveilingonline.com is entitled, if in the opinion of Paardenveilingonline.com there are reasonable grounds for this, not to accept a bid.
10. In case of selling an embryo during the Online auction there is an option to buy this embryo while the surrogate mother is included.The purchase price of the Embryo is in those cases enlarged with the price of the surrogate mother. Negotiations between seller and buyer will be needed to establish the fact wether the surrogate mother is bought or leased. Any other solution is possible after a negotiation between Seller and Buyer about transferring the surrogate mare and about the price. The total amount will have to
be paid as described in sub 2.2.2. of this article.
1. Purchase / delivery can only take place after the full purchase price and the rest owed by the Buyer have been paid to Paardenveilingonline.com. As long as Paardenveilingonline.com has not received full payment from the buyer, also under any other purchase agreements, the seller remains the owner of the embryo / horse.
2. Only after written permission from Paardenveilingonline.com is the seller authorized to deliver the sold horse or embryo to the buyer.
3. The buyer is obliged to purchase the embryo / horse from the seller no later than 14 calendar days after full payment to Paardenveilingonline.com, with the exception of a foal younger than 4.5 months. If the buyer refuses to take delivery or is negligent, the buyer is in default towards the seller and, among other things, obliged to compensate the seller’s damage without prejudice to any other right and to pay all associated additional costs, including the costs of stabling the horse. In any case the seller will only hand over the horse if and as soon as the aforementioned costs have been fully paid.
4. The seller assumes the obligation to leave a foal of 4.5 months younger with the mare, without the buyer being obliged to pay compensation for this.
5. Until the moment of actual delivery to the buyer, the foal remains at the expense and risk of the seller. Even if a foal younger than 4.5 months has been sold at the auction, the risk will only pass to the buyer at the moment of actual delivery. A foal sold at the Auction and then younger than 4.5 months must have been received by the buyer no later than one week after the foal turned 4.5 months old.
6. The transfer of the embryo / horse is mutually arranged by the buyer and the seller.
7. The seller must hand over the surrogate mare’s passport and registration paper to the buyer.
8. When picking up / delivering the purchased horse, the buyer must exercise due care and follow unconditional instructions given by or on behalf of the seller. The buyer is liable for damage caused by or in the context of the picking up / delivery of the purchased horse and will indemnify Paardenveilingonline.com and the seller against claims from other parties in this respect.
9. The seller and the buyer are obliged to notify Paardenveilingonline.com in writing within 7 calendar days after the horse has been picked up / delivered by submitting a delivery contract.
10. Until the delivery of the embryo / horse has taken place and until Paardenveilingonline.com has received full payment from the buyer, also under previous agreements, Paardenveilingonline.com has a right of retention on the embryo / horse.
1.5. Transfer of ownership
The ownership of the purchased embryo / horse (if all conditions for a legally valid transfer are met) transfers to the buyer at the time of delivery / picking up as referred to in Article 1.4 of these general terms and conditions, but not earlier than after the buyer has have paid the full purchase price and any other amounts owed by the buyer to Paardenveilingonline.com, which acts on behalf of the seller, including those relating to the work performed or to be performed for the buyer and / or due to claims for failure to perform of the purchase agreement.
1. Paardenveilingonline.com compiles the (digital) catalog as carefully as possible. The information in the (digital) catalog is intended to give an impression of the quality of the embryo / horse offered for auction without Paardenveilingonline.com being exhaustive and without rights being derived from it.
2. If the horse offered for auction must undergo a veterinary inspection as part of the selection procedure for the auction, these veterinary reports can be requested from Paardenveilingonline.com. The content of these veterinary reports is binding on Paardenveilingonline.com and on the participant.
1.7. Sales tax
1. Paardenveilingonline.com is an entrepreneur for sales tax. Changes with regard to the applicable VAT rate may lead to a corresponding adjustment of the applicable VAT percentages.
2. Prior to the auction, it will be announced per embryo / horse under which VAT regime the relevant embryo / horse will be auctioned.
3. If, with regard to the transfer of an auctioned embryo / horse to another member state of the European Union, the VAT zero rate is invoiced at the request of the buyer, the bidder / buyer undertakes to fulfill all necessary conditions in order to establish a legally valid intra-Community complete the transaction.
4. If application of the VAT zero rate proves impossible (in retrospect) due to any circumstance, the buyer will at that time still owe an amount equal to the amount that would be owed if there was a domestic delivery of the relevant embryo / horse. However, at the request of Paardenveilingonline.com, the buyer is obliged to immediately pay the aforementioned amount to Paardenveilingonline.com. In that case, repayment thereof will only take place if the buyer has agreed the conditions according to article 1.7.3 on behalf of Paardenveilingonline.com. The buyer is liable and indemnifies Paardenveilingonline.com in any case for all damage resulting from failure to meet the conditions of Article 1.7.3. In addition, the buyer is liable for all (extra) judicial costs that Paardenveilingonline.com incurs, with a minimum amount of € 1,000, excluding any VAT due.
1.8. Exclusion and limitation of liability Paardenveilingonline.com
1. Paardenveilingonline.com is not liable for damage caused by the provision of incorrect and / or incomplete information, regardless of the nature and extent of that damage and that information and regardless of the origin of that information. If the incorrect and / or incomplete information comes from the seller, the seller must indemnify Paardenveilingonline.com against all claims by other party(ies) in this respect.
2. Paardenveilingonline.com is not liable for damage caused before, during and / or after the auction caused by or to persons and / or by or to goods and / or by or to embryos / horses.
3. Paardenveilingonline.com is not liable for damage, direct or indirect and regardless of nature and scope, as a result of a shortcoming in the fulfillment of an obligation by other party (parties), including, but not limited to, shortcoming in the correct fulfillment of obligations of the buyer and / or the seller and / or as a result of any acts and / or omissions on the part of the participant.
4. Participant is liable for all damage caused by himself and indemnifies Paardenveilingonline.com against any claim by other party (parties), including, but not limited to, other participants, in respect of that damage, regardless of nature and size.
5. Paardenveilingonline.com cannot guarantee that the seller can transfer ownership of an auctioned horse freely and unencumbered to the buyer and Paardenveilingonline.com is not liable for any related damage.
6. Exclusions of liability of Paardenveilingonline.com do not apply in the event of intent or gross negligence attributable to Paardenveilingonline.com.
7. Any liability of Paardenveilingonline.com is at all times limited to an amount of up to € 10,000. Claims for compensation expire one year after the day on which the participant or a third party became aware of the damage and liability of Paardenveilingonline.com for this.
8. Paardenveilingonline.com does not take out insurance on behalf of the seller and / or buyer of the relevant embryo / horse. Since the buyer and the seller participate in the auction entirely at their own expense and risk, Paardenveilingonline.com advises them to take out the aforementioned insurance themselves.
1.9. Privacy declaration
Paardenveilingonline.com will use the personal data in accordance with the provisions of the privacy statement on its auction website. Participants must always consult the latest changes to the privacy statement when visiting the auction website. The participant agrees that his personal data will be used for registration in the prospectus when registering. Participant grants Paardenveilingonline.com an unconditional permission to use these personal data for the benefit of the prospectus, among other things.
1.10. Disputes and applicable law
1. The legal relationship between Paardenveilingonline.com and participant as well as the legal relationship between seller and buyer are exclusively governed by Dutch law, with the full exclusion of the Vienna sales convention (CISG).
2. If a dispute arises during the auction about the course of affairs during the auction, Paardenveilingonline.com is authorized to issue a binding opinion and to continue the auction. If Paardenveilingonline.com requests a notary to give an opinion on the course of events during the auction, the notary will make binding and irrevocable decisions for all parties.
3. Disputes, other than those that are subject to the judgment of Paardenveilingonline.com or the notary, will be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (NAI) by appointing one arbitrator according to the list procedure. The arbitration will take place in Utrecht. The arbitration procedure is conducted in the Dutch language. If the buyer is a consumer, the court in the Central Netherlands location Utrecht, has jurisdiction at his written request. If the seller and / or Paardenveilingonline.com wishes to initiate proceedings and the buyer is a consumer, the seller and / or Paardenveilingonline.com will give the buyer the opportunity in writing to buyer’s choice for NAI arbitration or the District Court of the Central Netherlands, location Utrecht, for a month. In the event of an urgent interest (summary proceedings), the buyer and / or Paardenveilingonline.com can shorten that term to five working days.
1.11. Other provisions
1. Paardenveilingonline.com reserves the right to unilaterally amend these general terms and conditions. In case of adjustments, the new general terms and conditions apply from the next auction.
2. If a provision in these general terms and conditions is not legally valid, this does not affect the legal validity of the other provisions. In that case, the provision will be replaced by a new provision, taking into account as much as possible the purport of the invalid / voided provision.
3. In the event of differences between translations of these general terms and conditions and the Dutch text of the general terms and conditions, the Dutch text will prevail.
2. Additional conditions that apply to the bidder and / or buyer
1. By participating in an auction, the bidder accepts that he / she unconditionally and without reservation agrees to the conditions and procedures applicable or declared applicable to the auction by Paardenveilingonline.com.
2. The bidder is obliged to follow instructions and directions given by or on behalf of Paardenveilingonline.com in the context of an auction.
3. Paardenveilingonline.com reserves the right to refuse and / or unilaterally terminate registration for an auction and (further) participation of a bidder in an auction for reasons of its own.
4. Registration as a bidder in an online auction requires registration in the way prescribed by Paardenveilingonline.com. The bidder must register online to participate in the online auction on the auction platform on the auction website. The bidder will receive a strictly personal username and password that will allow access to the bidding system. The bidder is responsible for all actions that take place at an online auction and that arise from the use of the bidder’s username and password. Bids are made digitally. The highest bid per horse / embryo is indicated on the auction Site. The bidding steps are:
• € 250 per bid up to € 7,500
• € 500 per bid from € 7,500
• € 1000 per bid from € 20,000
5. If a bidder makes an offer, this offer will be considered an offer to the seller within the meaning of Article 6: 217 of the Dutch civil code. A bidder is bound by an offer that is considered irrevocable and unconditional. Each bidder that makes an offer is deemed to be bidding for himself and is personally bound towards Paardenveilingonline.com and (after award) towards the seller for the obligations arising from his / her offer towards Paardenveilingonline.com and the seller. This also applies if the bidder who makes the offer declares to act on behalf of an other party.
6. A bidder with the second highest bid is obliged to keep his / her offer valid for 14 calendar days after the auction has closed, in case the highest bid is declared invalid or unfulfilled.
7. The bidder offers for its own account and risk and is held to its bid until a higher bid is accepted.
8. The bidder cannot invoke bidding or keying errors or mistakes when placing a bid at an auction.
9. The bidder accepts the special circumstances that may arise at an online auction, including technical imperfections that make it impossible to place a bid on time.
2.2. Payment obligations buyer
1. The purchaser owes a purchase price due to the conclusion of the purchase agreement.
2. The buyer must pay the purchase price in Euros to Paardenveilingonline.com within 7 calendar days after the date of the conclusion of the purchase agreement by transfer to the bank account number in the name of Paardenveilingonline.com, without any discount or setoff.
3. In the event of late payment of the purchase price, the buyer is in default and Paardenveilingonline.com has the right to immediately sell the embryo / horse privately, whereby the offer of the original buyer no longer applies. The buyer is never entitled to an additional return on private sale and remains obliged to reimburse the reduced return to Paardenveilingonline.com. Paardenveilingonline.com then also has the authority without notice of default on behalf of the seller and without the seller’s permission to regard the purchase agreement as dissolved without the buyer being entitled to compensation or damages. In addition, the buyer owes administration costs to Paardenveilingonline.com in the amount of 6% of the assessment amount and the bidder / buyer will owe all (extra) judicial costs to the Paardenveilingonline.com claim on the buyer, with a minimum of € 1,000, excluding any VAT owed to Paardenveilingonline.com. The buyer is not entitled to setoff.
4. If the seller or the buyer terminates the purchase agreement or otherwise affects it, the buyer will continue to owe the premium to Paardenveilingonline.com without prejudice to any other rights of Paardenveilingonline.com in that case.
3.Additional conditions that apply to the seller
1. The legal relationship between Paardenveilingonline.com and the seller is a contract for services. The seller offers an embryo / horse for auction by means of a registration.
2. The seller undertakes to check the accuracy of the information in the (digital) catalog, as stipulated in Article 1.7 ‘Information’ of these general terms and conditions, with regard to the horse registered by the seller for correctness and Paardenveilingonline.com no later than 7 calendar days to notify in writing of inaccuracies in advance of the auction, indicating in as much detail as possible which changes or additions must be made.
3. The conditions that Paardenveilingonline.com imposes in the context of the auction on an embryo / horse, registration and seller are only set in the interest of a good auction.
3.2. Warranties and Indemnities
1. The seller guarantees to transfer the full ownership of the embryo / horse to the buyer free and unencumbered. The seller is obliged to indemnify Paardenveilingonline.com against claims by the buyer and / or other party(ies) related to the seller’s failure to comply with this guarantee.
2. The seller guarantees that the horse is free from unauthorized means as intended on the most recent list of the Federation Equestre Internationale (FEI) and available on the FEI website (www.FEI.org), during the selection procedure and the auction. Paardenveilingonline.com is entitled to take blood or urine samples during the selection process and prior to the auction for investigation of unauthorized substances.
3. The seller guarantees the correctness and completeness of the (results of) investigations. The seller indemnifies Paardenveilingonline.com against any claim, regardless of size and nature and from whom, during or after the auction with regard to a sold embryo / horse that has turned out to be non-conformity.
4. The seller is obliged to indemnify Paardenveilingonline.com against claims by the buyer and / or other party(ies) in connection with the non-fulfillment of these guarantees by the seller or any other claim by third parties.
3.3. Registration and selection
1. The registration takes place by filling in, signing and sending the registration agreement of Paardenveilingonline.com by the seller.
2. Through the registration, seller instructs Paardenveilingonline.com to offer an embryo / horse for auction and sell it for the highest bid after award by Horse Auction Online.com on its behalf, if the embryo / horse is selected by Paardenveilingonline.com and is admitted to the auction.
3. Only embryos / horses selected by Paardenveilingonline.com can participate in the auction.
4. Paardenveilingonline.com determines the criteria that must be met for embryos / horses to be selected for the auction.
5. The selection is based on the conformation of the horse, the pedigree, the health, the age and the stallion of which the mare is in foal.
6. Paardenveilingonline.com or its selection committee is at all times authorized to refuse an embryo / horse without stating reasons, even if the embryo / horse had previously been selected for the auction. Paardenveilingonline.com is never obliged, for whatever reason, to reimburse the costs incurred by the seller in connection with the registration and / or selection.
7. If a registered embryo / horse is not selected for participation in the auction, the seller is obliged, among other things, to immediately take back the embryo / horse. All related costs are for the account of the seller. In that case, the seller remains bound to all his payment obligations towards Paardenveilingonline.com.
8. If it appears that illicit substances have been given to the horse, the seller is obliged, among other things, to immediately take the horse back. All related costs are for the account of the seller. The seller remains obliged towards Paardenveilingonline.com to meet all the payment obligations referred to in these general terms and conditions, insofar as these relate to compensation for Paardenveilingonline.com.
9. From the registration onwards, the seller remains responsible for the care and supervision of the embryo / horse.
10. Paardenveilingonline.com is never obliged, for whatever reason, to reimburse the costs incurred by the seller in connection with the registration and / or selection.
3.4. Costs and Payment Obligations Seller
1. By and at the time of registration the seller owes registration fee to Paardenveilingonline.com. The amount of the registration fee per embryo / horse owed by the seller to Paardenveilingonline.com will be announced for each auction by means of a list of rates. The seller will receive an invoice for this.
2. The seller must pay this registration fee to Paardenveilingonline.com without the seller being entitled to any discount, set-off or deduction. The payment term for this will be announced at registration of the auction by means of the registration agreement.
3. Within 7 calendar days after Paardenveilingonline.com has received the delivery contract from the buyer and / or the seller, Paardenveilingonline.com will pay the seller the amount, consisting of the discount amount less the seller’s these general terms and conditions or otherwise is due to Paardenveilingonline.com.
4. If Paardenveilingonline.com have received the delivery contract, but the buyer and / or seller have not yet fulfilled all (payment) obligations towards Paardenveilingonline.com, then Paardenveilingonline.com will pay the amount due by Paardenveilingonline.com to the seller no later than 30 calendar days after the last payment obligation has been fulfilled. The seller is not entitled to setoff.
1. The embryo / horse offered for auction is always sold, unless no offer is made. If no offer has been made, the seller is obliged to repurchase the horse at the opening offer. In that case, this opening bid will be considered as the discount amount.
2. The seller who buys back an embryo / horse offered by him for auction is also considered to be the buyer.
3. A fixed amount is due in case of repurchase.
3.5. Not participating in auction by a selected embryo / horse
1. If a selected embryo / horse does not participate in the auction, the seller will immediately owe a fine, which is made known by means of the registration agreement, without any notice of default being required.
2. Should a selected horse in the opinion of the seller not be able to participate in the auction due to health reasons, this must be notified to Paardenveilingonline.com immediately, in writing and with the most detailed description of the condition, after which Paardenveilingonline.com will report the nature of the will assess the condition or have it assessed and will determine whether or not the horse can participate in the auction.
3. If the seller does not offer Paardenveilingonline.com an insufficient opportunity to examine the horse (in time), or if the horse is approved by Paardenveilingonline.com or a veterinary for participation in the auction and nevertheless does not participate in the auction, the seller owes the aforementioned fine to Paardenveilingonline.com. If a horse, whether approved or not, does not participate in the auction, the seller must pay the (veterinary) costs incurred by Paardenveilingonline.com in that connection, with a minimum amount of € 1,000 excluding any VAT owed.
3.6. Authorization of the seller
1. In the event of a regular auction, the seller may register a maximum of two authorized representatives participating in the auction on behalf of the seller for all embryos / horses offered by the seller for auction, in order to repurchase the embryo / horse offered during the auction. Registration of an authorized representative must take place before the start of the auction at Paardenveilingonline.com using the prescribed authorization form. During the auction, an authorized representative acts for the account and risk of the seller. An act of an authorized representative counts as an act of the seller.