These pages (together with the documents referred to in them) set out the terms and conditions of use on which you may make use of our website www.racehorsetrader.com ("our Website"), whether as a seller, buyer, guest or other registered user. Please read these terms and conditions of use carefully before you start to use the site. Byusing our Website, you indicate that you accept these terms and conditions of use and that you agree to abide by them. If you do not agree to these terms and conditions of use, please refrain from using our Website.
1 Information about us
1.1 www.racehorsetrader.comis a website operated by Race Horse Trader Limited ("We" or "Us"). We are a private limited liability company registered in England and Wales under company number 08096603.
1.2 Our registered office is at Glenloch, Rowly Drive, Cranleigh, Surrey GU6 8PL
2 Accessing our Website
2.1 Access to our Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our Website without notice (see paragraph 3 below). We will not be liable if for any reason our Website is unavailable at any time or for any period.
2.2 From time to time, we may restrict access to some parts of our Website, or our entire site, to users who have registered with us.
2.3 If you choose, or you are provided with, a user identification code, password or any other information as part of our security procedures, you must treat such information as being confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms and conditions of use.
2.4 You are responsible for making all arrangements necessary for you to have access to our Website. You are also responsible for ensuring that all persons who access our Website through your internet connection are aware of these terms and conditions of use, and that they comply with them.
3 Our Website changes regularly
We aim to update our Website regularly, and may change its content at any time. If the need arises, we may suspend access to our Website, or close it indefinitely. Any of the material on our Website may become out of date at any given time, and we are under no obligation to update such material.
4 Our liability
4.1 The material displayed on our Website is provided without any assurances, guarantees, conditions or warranties as to its accuracy. To the fullest extent permitted by law, we and third parties connected to us hereby expressly exclude:
(a) all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;
(b) any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our Website or in connection with the use, inability to use, or results of the use of our Website, any websites linked to it and any materials posted on it, including, without limitation any liability for:
(i) loss of income or revenue;
(ii) loss of business;
(iii) loss of profits or contracts;
(iv) loss of anticipated savings;
(v) loss of data;
(vi) loss of goodwill;
(vii) wasted management or office time; and
(viii) for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
4.2 The above exclusion does not affect the liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or deceit, nor any other liability which cannot be excluded or limited by law.
4.3 You will not hold us responsible for any loss you may incur as a result of our taking any of the actions described in the Acceptable Use Policy nor for other users' actions or inactions, including, without limitation, matters posted by them, items they list or their destruction of allegedly fake items. You acknowledge that we are not an auctioneeror an agent of a seller and that our Websiteis a facility to allow users the opportunity toadvertise for sale and to sell and buy bloodstock. At no point do we have ownership or possession of anything listed or sold on the Website.
4.4 We do not review users' listings or content and are not involved in the pre-contract negotiations or the contract for sale or any other transactions between buyers and sellers who use our Website.
4.5 You accept sole responsibility for the legality of your actions under all laws applicable to you and the legality of any content posted on our Website.
5 Transactions concluded through our Website
5.1 Our Website simply offers sellers an online medium for advertising race horses for sale. Sellers pay a fee to advertise a horse but there are no costs to buyers in accessing the site.
5.2 We are not a party to the contract or other transactions between sellers and buyers and we do not act as agent for either party. It is therefore the buyers' responsibility to make their ownenquiries as to the existence and quality of bloodstock for sale including the determination as to whether any veterinary or other inspections are required. The parties are also required to ensure the contract for sale and any other transaction meets all obligations that are applicable under relevantsale of goods and other legislation including, but not limited to, the Sale of Goods Act 1979, and The Consumer Protection (Distance Selling) Regulations 2000, Consumer Protection Act 1987, Sale and Supply of Goods to Consumers Regulations 1972, the Consumer Protection from Unfair Trading Regulations 2008 and any other legislation that may apply from time to time.
5.3 We do not provide any assurance as to the success of any advertisement and whether a contract for sale will be entered into and duly performed.
5.4 You agree that all negotiations, representations and contacts between the users of our Website are conducted entirely at each party's own risk.
5.5 We make our Website available for you and others to publish and receive information relating to the sale of bloodstock,without assuming any duty of care to users. It is your responsibility to verify any information on our Website before placing reliance on it. We do not provide professional advice and you agree that any contract or purchase or other transaction will be made solely in reliance on your own enquiries and inspections and that we give no warranty, guarantee or representation about the accuracy, reliability or timeliness or otherwise, of the information contained on our Website and/or linked sites from our Website, the suitability, quality or existence of advertised items or the ability of parties to enforce or complete a contract for sale or any other transaction.
5.6 To the fullest extent permitted by law we exclude any and all warranties, express or implied, regarding:
(a) the accuracy, reliability, timeliness or otherwise of any information contained or referred to on our Website and/or of any linked sites; and
(b) the merchantability or fitness for any particular purpose of any goods, service or product contained or referred to on our Website and/or on any linked sites.
5.7 We do not warrant that sellers are the legal owners of items advertised for sale. We do not warrant that any statement made by or attributed to a party is accurate or that the stated address of any party is the address of such party. You may refer any inaccuracies or concerns to us, which we will deal with at our discretion, without liability therefor.
5.8 You acknowledge that we are not liable for any direct, indirect or consequential loss or damage (including legal fees and other costs incurred) arising from or in any way connected with the purchase, sale or other agreement between users of our Website and/or any inaccuracy or incompleteness of information contained on our Website or any related material.
5.9 Any press releases or other public announcements related to an advertisement on our Website, including their method and timing, must first be approved in advance by us in writing. Users of our Website may not claim any association with us without our prior written permission.
5.10 You agree to be entirely responsible for the payment of any commission, or any other payment, that is owed to any third party as a result of a successful sale using this website. This includes, but is not limited to, any commission that may be owed to third parties including auction houses, with whom you have registered and who may be entitled to receive a specified % fee or commission on the sale of an advertised horse or other goods and services, irrespective of the method of sale. As a seller listing on this website you are solely responsible for determining whether any commission is payable to a third party in the event of a sale via this Website (i.e. even if sale is not made successfully through their advertisement or auction service) and we will not incur any liability in this respect whatsoever.
6 Reliance on information posted
Commentary and other materials posted on our Website are not intended to amount to advice on which reliance should be placed. We therefore exclude all liability and responsibility arising from any reliance placed on such materials by any visitor to our Website, or by anyone who may be informed of any of its contents.
7 Registering as a seller and Uploading Information to our Website
7.1 In most cases, you must register and obtain a username and password before you are permitted to upload an advertisement and other material onto our Website. We can decline the registration of any person in our sole discretion and without liability therefor.
7.3 You are required to update your personal information if it changes. You consent to us contacting you from time to time to ensure that your personal information remains accurate.
7.4 You must protect your account information, including your login ID and password. All activity on our Website that occurs under your login ID is your responsibility and we shall treat it as having been undertaken by you. You must notify us immediately if there is any unauthorised use of your login ID.
7.5 Whenever you make use of a feature that allows you to upload material to our Website, or to make contact with other users of our Website, you must comply with the content standards, set out in our acceptable use policy. You warrant that any such contribution complies with those standards, and you shall be deemed to have agreed to indemnify us for any breach of such warranty.
7.6 Any material uploaded by you to our Website will be considered as being non-confidential and non-proprietary, and that we have the permission, licence and the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our Website constitutes a breach of their intellectual property rights, or of their right to privacy.
7.7 We will not be responsible, or liable to any user of our Website or any third party, for the content or accuracy of any materials posted by you on our Website.
7.8 We have the right to remove any material or posting you make on our Website if, in our opinion, such material does not comply with the content standards, set out in our acceptable use policy.
7.9 We reserve the right at our sole discretion, without being obliged to give any reason, to reject, amend or remove any content posted or submitted by you at any time without notice to you. We reserve the right to monitor and to review all content submitted to us, accessed on or published on our Website at any time
7.10 When creating an advertisement on our Website you agree to provide accurate, current and complete information relating thereto and to promptly update the information that you provide us if and when it changes.
8 Delivery of advertisement and performance of service contract
8.1 Completion of the contract for service between us and a seller whereby we agree to place an advertisement on our Website on behalf of a seller will occur when the advertisement goes live on the Website. This constitutes a delivered service at that point in time and the advertisement cannot be withdrawn without our consent.
8.2 Our consent to withdrawal of an advertisement will only be issued once we are satisfied that the cost of the advertisement has been discharged in full.
8.3 Adverts remain on the website for one calendar year from the original date that they 'go live'. After one year adverts will be archived and will no longer appear in the listings. If the Seller wishes to reinstate the advert once it has been archived then they will be subject to an additional charge.
9.1 At the time we post anadvertisement on the Website on behalf of a seller the advertisement is deemed to have gone "live" and this constitutes completion of our contract for service with the seller and at which point the cost of the advertisement will not be refunded.
9.2 The Website provides a medium for advertising race horses for sale. We are not a party to or involved in the contract for sale or other transaction between sellers and buyers and do not act as agent for either party.Therefore, any dispute as to the contract for sale or otherwise is not our responsibility.
10 Intellectual property rights
10.1 We are the owner or the licensee of all intellectual property rights in our Website, and in the material published on it. Those works are protected by copyright laws and treaties throughout the world. All such rights are reserved.
10.2 You may print off one copy, and may download extracts, of any page(s) from our Website for your personal reference and you may draw the attention of others within your organisation to material posted on our Website.
10.3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
10.4 Our status (and that of any identified contributors) as the authors of material on our Website must always be acknowledged by you.
10.5 You must not use any part of the materials on our Website for commercial purposes without obtaining a licence to do so from us or our licensors.
10.6 If you print off, copy or download any part of our Website in breach of these terms and conditions of use, your right to use our Website will cease immediately and you must forthwith, at our option, return or destroy any copies of the materials you have made.
10.7 All information, data and other content that is visible and/or accessible on our Website remainswithin the ownership of therelevant proprietor. This includes any intellectual property in photographs of horses owned by the photographer (or subsequent owner) and other associated content.
11 Warranties and indemnity
11.1 You represent and warrant to us that:
(a) you are over 18 and otherwise have the legal capacity, right and authority to agree to and be bound by these terms and conditions of use;
(b) you have submitted to us full, truthful and up to date personal information in the user registration process;
(c) any advertisements comply with applicable law;
(d) If you offer horses or any other products or services for sale or lease on our Website you also warrant to us that all information given to the prospective purchaser is accurate, truthful, and not misleading;
(e) you are the legal owner or otherwise authorised to sell an advertised horse, product or services.
(f) After making all reasonable enquires to the best of your knowledge and belief any horse you are responsible for advertising on the Website is not suffering from and ailments nor are their any other issues which have not been disclosed.
(g) In relation to horses or shares in horses, comprehensive disclosure will be made to a purchaser prior to entering into an agreement for sale of the horse about whether the horse has been subject to:
(i) surgical procedures; and/or
(ii) any prohibitions or restrictions imposed by a horse racing authority;
11.2 You are deemed to have agreed to indemnify, and to keep indemnified, us and our officers, employees, agents and subsidiaries against any loss or damage, direct, indirect or consequential (including legal fees and other costs incurred) by any third party arising out of or in any way connected to:
(a) your use of our Website;
(b) your breach of a warranty, undertaking or assurance contained in these terms and conditions of use;
(c) your breach of any other of these terms and conditions of use including any act, omission, negligence or default by you or your employees, licensees or clients; and
(d) the content of your uploaded material and/or the negotiation, enforcement of sales or the transfer of data or money between you and another user.
12 Information about you and your visits to our Website
13 Moderation of Use
13.1 We have no obligation to monitor or moderate any user's activity or use of our Website. However we retain the right at all times to monitor, retain and disclose any information as necessary to satisfy any applicable law, regulations, legal process or regulatory authority request or to determine your compliance with these terms and conditions of use.
14 Access to our Website from outside the UK
14.1 We do not represent or warrant that the content on our Website complies with the laws of any jurisdiction outside of the United Kingdom. If you access our Website from outside the United Kingdom, you do so at your own risk.
15 Links to other websites
15.1 Our Websitemay contain hypertext links to websites that are not operated by us or by our associated companies. We do not control such websites and the provision of such a link is for your information only. Our inclusion of hypertext links to such websites does not constitute a warranty from us as to the consequences of such use or imply any endorsement of such websites. We accept no responsibility in respect of such websites or for any loss or damage that may arise from your use of such websites.
16 Content Standards
16.1 Advertisers are solely responsible for their advertisements listed on our Website. You understand that all information publicly posted or privately transmitted through our Website is the sole responsibility of the person from which such content originated and that we will not be liable for any errors or omissions in any content or as a result of any user's use of our Website. You agree that we cannot provide any assurance or guarantee as to the identity of any other users with whom you may interact in the course of using the Website. Additionally, we do not provide any assurance or guarantee as to the authenticity of any data which users may provide.
16.2 We have no obligation to monitor or moderate any user's activity or use of our Website. However we retain the right at all times to monitor, retain and disclose without prior notification any information as necessary to satisfy any applicable law, regulation, legal process or regulatory authority request or to determine compliance with these terms and conditions of use.
16.3 The following is a non-exhaustive list of the criteria that Content must comply with. Content must:
(a) be accurate (where it states facts);
(b) be genuinely held (where it states opinions); and
(c) comply with applicable law in the United Kingdom,the Republic of Ireland and any other country from which it is posted.
16.4 Without prejudice to our rights, failure by you to comply with these terms and conditions of use may result in our taking all or any of the following action(the list of which is not set out in any order of priority):
(a) immediate, temporary or permanent withdrawal of your right to use our Website;
(b) immediate, temporary or permanent removal of any post, material or Content uploaded by you to our Website;
(c) issue of a public (via our Website) or private warning to you;
(d) limit the number of postings you may make;
(e) suspension, restriction or limitation of any rights or permissions associated with a user identifier;
(f) legal proceedings being issued against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
(g) other legal action being issued against you; and/or
(h) disclosure of such information to law enforcement authorities which we reasonably consider to be necessary.
17 Viruses, hacking and other offences
17.1 You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack.
17.2 Breach of this provision, willconstitute a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
17.3 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any material posted on it, or on any website linked to it.
18 Linking to our Website
18.1 You may establish a link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You shall not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
18.2 You shall not establish a link to our homepage from any website that is not owned by you.
18.3 Our Website must not be framed on any other site, nor may you create a link to any part of our Website other than the home page. We reserve the right to withdraw the within permission without notice. The Website from which you establish a link must comply in all respects with the content standards set out in our acceptable use policy.
19 Our Relationship with Third Parties
We may from time to time enter into financial or other arrangements with third parties, in our sole discretion, that wish to advertise on our website including arrangements under which we receive a fee for promoting a business on our Website or receiving a fee in return for generating specific revenue opportunities.
20 Jurisdiction and applicable law
20.1 The Courts of England and Wales will have exclusive jurisdiction over any claim arising from, or related to, your use ofour Website although we reserve the right to bring proceedings against you for breach of these terms and conditions of use in the jurisdiction of your residence or any other relevant jurisdiction.
20.2 These terms and conditions of use and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
We may revise these website terms and conditions of use at any time by amending these pages and you shall be deemed to have agreed to all such revisions if you continue to use the Website following such revision. You are advised to check these pages from time to time to identify if any amendments have been made. All such amendments are binding on you. Some of the provisions contained in these terms and conditions of use may also be superseded by provisions or notices published elsewhere on our Website.
When you provide us with content, you are deemed to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) right to exercise any and all copyright, publicity, trade marks, database rights and intellectual property rights you have in the content in any media known now or in the future. In addition, for such purpose you waive all moral rights which you may have in the content to the fullest extent permitted by law.
For the avoidance of any doubt, these terms and conditions of use (which apply to all use of the Website) shall apply to any service provided by Race Horse Trader Limited or any subsidiary to any user of the Website.
24 Further Information
If you require further information or have concerns relating to material which appears on our Website, please email email@example.com
Thank you for visiting our Website.
Race Horse Trader Limited
1st October 2012
1. Use of Our Website
1.1 auction.racehorsetrader.com (Our Website) is a subdomain of the website www.racehorsetrader.com operated by Race Horse Trader Limited ("We" or "Us") to offer horses for sale (a "Lot") via auction.
1.2 We are a private limited liability company registered in England and Wales under company number 08096603.
1.3 Our registered office is at Glenloch, Rowly Drive, Cranleigh, Surrey GU6 8PL, United Kingdom.
1.4 These pages set out the Terms and Conditions on which You may make Use of Our Website for the purpose of engaging in on-line auctions, whether as a seller, buyer, guest or other registered User. Please read these Terms and Conditions of Use carefully before You start to Use the site.
2.1 Your Use of this Website and any Service contained within constitutes acceptance by You of these Terms and Conditions of Use and all other of Our terms and conditions of Use of Our Website and You agree to comply with all applicable laws, statutes and regulations concerning Your Use of this Website and the Services we provide.
3.1 We may amend these Terms and Conditions from time to time. Amendments will be effective when notified on this Website.
4.1 In the interpretation of these Terms and Conditions, unless the context otherwise requires:
(a) Any reference to a person shall include reference to a body corporate and to an unincorporated body of persons;
(b) Any reference to a statute includes a regulation made under that statute and includes a replacement or modification of that statute or regulation;
(c) Anything required by these Terms and Conditions to be done on a day which is not a Working Day shall be done and be valid if done on the next succeeding Working Day;
(d) Clause headings will be disregarded.
(e) Words importing the singular shall include the plural and vice versa.
(f) Words importing one gender shall include the other genders.
5.1 You must be a minimum age of 18 to register and offer to sell or bid on any Lot.
5.2 Furthermore, You must be able to enter into legally binding contracts in the Jurisdiction.
5.3 By registering You warrant that You are 18 or older, have the capacity to enter into contracts, and understand Your obligations under these Terms and Conditions.
5.4 You will not be eligible to Use this website if You have previously been banned from Using it and a ban is currently still in place, or where You have been suspended and a suspension is still in place.
6.1 You may browse the Website at any time without registering.
6.2 To register and to create a Buyer Account You must complete the online "Create Account Form" and submit it to Us by clicking on the "Create Account" link, alternatively we may create a Buyer Account on your behalf if you request us to do so.
6.3 As part of the Create Account process we will collect the following information from You:
(a) Full name
(b) Email address
(c) Phone number
(d) Acceptance of these Terms and Conditions
(f) Marketing consent
6.5 You agree to ensure that Your account details are up to date and accurate and to update any details when necessary using the Buyer Account link on the Website.
6.6 You warrant and undertake to Us that all the information supplied to Us on the Create Account Form is true and accurate, not misleading and relates to You.
6.7 We reserve the right in Our sole discretion to refuse any application to register and access the Services and to temporarily or indefinitely suspend any account.
6.8 As part of the registration process We may request proof of Your identity. You may not create an account or Username and password using the name and information of another person.
6.9 We and Users may give notices to You by sending the notice to the email address You supply in Your online registration details.
7. Specific User Rules
7.1 Username and Passwords
7.1.1 You are solely responsible for keeping Your personal Username and password secure and confidential. You should not share, display, disclose or permit Your Username or password to be disclosed to any other party.
7.1.2 You are responsible for Use of the Services when access to the Services is obtained through the use of Your Username and password, whether authorised or unauthorised.
7.1.3 You agree not to impersonate any other person or entity or use any false name or use any other person's Username and password to access the Services.
7.1.4 If You believe that Your Username and/or password has become known to another person or You are aware of any other breach of security regarding the Services, then You must notify Us immediately.
7.1.5 We reserve the right to withdraw Usernames and passwords at any time without notice and in Our sole discretion including but not limited to where We have reason to believe that such Username and password have been discovered and/or used by any person or organisation other than You.
8. User Representations and Warranties
8.1 As a User, You represent and warrant that:
(a) You hold all Authorisations to bid on or sell Lots, as applicable;
(b) You will not pose as another User, person or employee of Us for the purpose of obtaining User or third party information
(c) all information You provide in the Entry Details is not false, misleading, inaccurate or offensive
(d) all information You provide in the Entry Details is complete and in compliance with Your Authorisation;
(e) You will not manipulate the price of any Lot or another Users' listing including by placing fake bids, hindering another Bidder or disrupting an Auction in any way;
(f) You will not bid on any Lot unless You are financially able to pay the full bid price made for the Lot;
(g) You will not transfer or assign Your account to another party without Our consent;
(h) You will not infringe the copyright or other intellectual property rights of any other person;
(i) You will not engage in spamming or other conduct involving the sending of bulk electronic or unsolicited communications, chain letters or pyramid schemes;
(j) You will not Use any automated systems (including any Website crawler, spider or robot) to harvest, access or analyse any information or content from the Website;
(k) You will not distribute viruses or any other technology that may harm the Website or other Users;
(l) You will not copy, reproduce, modify or create derivative works of the Website without Our prior written consent;
(m) You will not interfere or attempt to interfere with the orderly working of the Website;
(n) You will comply with all applicable laws; and
(o) You will not copy, modify or distribute rights or content from the Website or Race Horse Trader trademarks and copyright.
9. Breach of Rules
9.1 The above list is not intended to be exhaustive. We reserve the right to remove (with or without notice) content and suspend or terminate (with or without notice) the account of any User who in Our sole judgment is in breach of these Terms and Conditions or the spirit thereof.
10. Actions We May Take
10.1 We may at Our reasonable discretion:
(a) restrict or temporarily or indefinitely suspend Your account;
- terminate Your account;
(b) refuse to accept a Lot for Auction if in Our opinion, the Pedigree Page has not been compiled using generally accepted Sales Cataloguing standards;
(c) remove Your Lot from Auction, where, in Our reasonable opinion:
- You have breached these terms and conditions;
- Your actions in using the Website may cause loss or damage to other Users, third parties, Us or You;
- any information in the Entry Details is inappropriate or offensive; or
- We are unable to verify Your identity or any information You have provided Us.
11. Sellers, Buyers and Contract Formation
11.1 Save as specifically otherwise stated in these conditions, the manner in which a Seller describes a Lot on the Website, the terms of any Contract which may be formed between a Seller and Buyer in relation to any Lot, the remedies to which any party to any such Contract may be or become entitled arising from any breach thereof and/or from any pre-contractual mis-description are matters entirely between the Seller and the Buyer.
11.2 We will be responsible for invoicing on behalf of a Seller following the conclusion of a sale, but in all other respect the Website establishes a conduit and mechanism through which contracting parties are able to transact business between themselves; and any dispute arising between those parties is a matter entirely between them and one in relation to which We shall take no responsibility.
11.3 Users of this Website accordingly acknowledge and confirm (through their use of this Website) that they understand the basis upon which business transacted through the Website is conducted and undertake that they will in no circumstances seek to hold Us in anyway accountable or responsible for any loss which they may incur arising from business transacted with a third party using this Website.
11.4 Sellers will be aware that it is important to ensure that all information given in respect of a Lot is accurate and not misleading in any way (whether as to the description or health of the Lot concerned, its race record or otherwise.)
11.4.1 Buyers may expect Sellers to disclose details of stable vices, impairments of respiratory function and/or other matters which sellers are typically required to disclose when selling a horse at a public auction organised under the auspices of a bloodstock sales company. It is accordingly advisable for Sellers to be aware, in their description of any Lot, of the requirements which would apply to such Lot if it were sold at public auction under the terms and conditions of a public auction sales company and to ensure that all such matters are addressed in the terms of sale which they set in relation to a Lot to be sold through this Website.
12. Conduct of Auctions
12.1 Start of Auction: The Auction for Your Lot will be deemed to have commenced at the time the Lot is first advertised on the Website unless a later commencement time is agreed between You and Us.
12.2 If You are the Seller of a Lot, You agree to comply with any instructions or notifications posted on the Website from time to time in relation to use of the Services as a Seller.
12.3 Only registered Users may place a bid on a Lot.
12.3.1 In order to submit Your bid you will be required to register the following information to Us:
(a) Full address and postcode
(b) Credit or Debit card details
12.3.2 Your information will only be used to verify Your identity for the purposes of lodging a bid on a Lot.
12.3.3 Once You place a bid, it cannot be withdrawn.
12.3.4 Before You place a bid, You acknowledge that:
(a) You have had the opportunity to inspect the Lot prior to the sale;
(b) if the Seller has lodged any material relating to the Lot online, You have had the opportunity to inspect such material prior to bidding;
(c) Your bid is made solely in reliance on Your own enquiries and inspections;
(d) You have not relied on any statement or representation made by or on behalf of the Seller or Us, other than the Seller's warranties expressed in clause 11.4.
(e) all Lots are sold in their present condition, subject to all faults, imperfections or other defects whether latent or patent; and
(f) no compensation is payable by either the Seller or Us for any faults, imperfections or other defects save as required by law.
12.3.5 Before You place a bid, We recommend that You obtain independent professional advice, including but not limited to veterinary, financial and legal advice which takes in account Your particular circumstances.
12.4 We expressly reserve the right to reject any Lot from sale, to withdraw any Lot from sale, to stop or cancel any sale or Auction at any time or to refuse to accept any bid and shall not be obliged to give any reason for doing so.
12.5 No person shall advance in bidding less than an amount from time to time nominated or directed by Us.
12.6 The Seller may set a reserve before the Lot is published on the Website. Under no circumstances may the reserve be increased. If the Seller sets a reserve he may, at Our absolute discretion, reduce the reserve during the course of the Auction. If an auction subject to a reserve closes and the reserve price is not met, You, if a bidder and the relevant Seller are released from any obligation to complete the Transaction.
12.7 Each bidder shall be deemed, as between the Seller, Us and such bidder, to bid as principal party, and accordingly, notwithstanding any subsequent disclosure of agency, shall be and remain responsible for the payment of the purchase price of any Lot in respect of which he/she is the highest bidder.
12.8 All Auctions will be conducted in Pounds Sterling. If You are a bidder You are responsible for ensuring that You have sufficient funds to cover the cost of Your bid and make payment.
12.9 You are personally responsible for a bid made by You. You may not retract a bid except for limited circumstances allowed under applicable law, for example, where the Lot does not materially comply with the description provided in relation to it on the Website.
12.10 By bidding for a Lot You agree to be bound by any conditions of sale included in the Lot's description on the Website.
12.11 The closing date and time of the Auction will be notified through the Website but, if a bid is placed within the final five (5) minutes prior to the closing time, the Auction will automatically be extended for a further five (5) minutes period until a period of a full five (5) minutes has passed without a bid being placed by any bidder. The "Close of Auction" will be deemed to be the latest time at which We would accept a bid on the Lot in question.
12.12 You will be the Buyer if You make the highest bid accepted by Us that exceeds the reserve price (if any) at the Close of Auction. You agree to comply with any instructions or notifications posted on this Website from time to time in relation to use of the Services as a Buyer.
12.13 Our decision is final in the case of any disputed bid.
13. Value Added Tax (VAT)
13.1 If you are VAT registered for the purposes of business transacted or to be transacted through the Website, it is important that We have this information and that we have your VAT number, whether you are a Buyer or a Seller.
13.1.1 It is also important for Sellers to make clear to prospective Buyers whether the Lot in respect of which they are inviting bids is to be sold with VAT (because the Seller is VAT registered) or without VAT so that the Buyer (and in particular a Buyer who is not VAT registered) knows whether VAT will be added to the Bid Price. A Seller who fails to make clear in advance of bidding that the sale is subject to VAT is at risk of having the successful bid price treated as a VAT inclusive figure.
13.2 Whilst bidding will be conducted on a VAT exclusive basis, the invoice which We raise on behalf of the Seller to the Buyer will be a VAT invoice (or not a VAT invoice) according to whether the Seller is VAT registered, has provided Us with its VAT number and confirmation that the transaction is subject to VAT.
13.3 Irrespective of a Seller's or a Buyer's VAT status, the Seller (and, as applicable, Buyer) will pay VAT to Us on all supplies provided by Us to the Seller or, as the case may be, the Buyer.
14. Bidder and Seller Contact
14.1 Registered Users and Bidders may contact Sellers directly to arrange for pre-bidding inspections, veterinary examinations, transportation arrangements and other such reasonable enquires and to arrange transport and delivery of any purchased lot, once purchase has been confirmed by Us.
14.2 A Bidder may not contact a Seller for the purposes of purchasing a Lot from a Seller outside an Auction.
14.3 You, as a Seller, must make any Lot You submit for sale available for inspection by a prospective buyer, and/or a limited veterinary clinical examination if requested by, and at the expense of, a prospective buyer, to whom the veterinarian will solely make his report, at the location You, as Seller supply to the Website.
14.4 The name and address of the Seller shall in all cases be supplied by Us to a prospective Buyer and We reserve all rights to use or publish details of bidding, the identity of the Seller, and the Buyer in all matters related to the sale of any Lot as We think fit.
15. Commissions, Premiums and Fees
15.1 We shall charge You as Seller a Listing Fee to enter each Lot for sale. At the date of these Terms and Conditions the Listing Fee will be £110 plus Value Added Tax. This fee includes a full Pedigree Page from Weatherbys,
15.1.1 Listing fees do not purchase exclusive rights to Lot exposure on our Website. We may, in our sole discretion and without consent from, or payment, fee reduction or credit to, Sellers, display third-party advertisements (including links and references thereto) or other content in any part of our Website.
15.1.2 Listing fees, as applicable, must be settled in advance of the Auction and failure to pay shall result in the Lot(s) in question not being offered for sale through this Website.
15.2 We shall charge You, as Seller, a Seller's Commission on the sale of Your Lot. At the date of these Terms and Conditions the Seller's Commission rate shall be 7.5% plus VAT of the Purchase Price. Should You sell a Lot, that was offered in an Auction on this Website, other than through Our Website, between the Start of Auction for that Lot and 14 days of the Close of Auction for that Lot, then You must pay Us Seller's Commission at the rate that would have applied had it been sold at the Auction.
15.3 We shall charge You, as Buyer, a Buyer's Premium on the successful purchase of a Lot. At the date of these Terms and Conditions the Buyer's Premium rate shall be 2.5% plus VAT of the Purchase Price. You must pay Us the Purchase Price and Buyer's Premium within two clear Working Days of the close of the Auction. Should you buy a Lot, that was offered in an Auction on this Website, other than through Our Website, between the Start of Auction for that Lot and 14 days of the Close of Auction for that Lot, then You must pay Us Buyer's Premium at the rate that would have applied had it been sold at the Auction.
15.4 All fees must be paid in Pounds Sterling by the method or methods specified from time to time by Us, and are non-refundable.
15.4.1 You are responsible for paying all such fees. Failure to pay fees due to Us may mean that we seek to collect fees owed by other means, including (but not limited to) invoicing, use of collection agencies and legal action where we deem it appropriate.
15.4.2 We reserve the right to change fees, fee structures, commissions and/or premiums, giving You 10 Working Days' notice of any such change.
16. Close of Auction
16.1 Subject to any reserve price the highest Bidder on a Lot at the Close of Auction shall be the Buyer the Buyer and the highest bid will be Purchase Price.
16.2 At the Close of Auction, the Buyer:
(a) will be deemed to have entered into an unconditional contract for sale of the Lot;
(b) will not have a cooling-off period;
(c) must pay the full Purchase Price and all related Premium and Fees to Us within two clear working days of the close of Auction;
(d) must sign and provide to the Seller such documents We and the Seller require.
16.3 At the Close of Auction, We will:
(a) notify the Seller by email of the Purchase Price and the Buyer; and
(b) on receipt of cleared funds covering the Purchase Price and all related Premiums or Fees notify the Seller and Buyer that the Purchase Price has been received by Us (Confirmation of Sale).
(c) Subject to the Seller's strict compliance with these Terms and Conditions, and in the absence of our having received notification of any dispute in relation to the Lot in question, within 10 Working Days of the Confirmation of Sale make payment to the Seller of the Purchase Price, less all Commissions and Fees owed by the Seller to Us.
16.4 At the Close of Auction, the Seller must:
(a) Withhold the giving of possession of the Lot, at Your expense, until the Seller has received from Us notification of the Confirmation of Sale;
(b) Between the Confirmation of Sale and the collection of the Lot by the Buyer:
(i) keep the Lot, or, if not in the Seller's possession, cause the Lot to be kept, in good health and condition and protected it from injury and damage;
(ii) at the Seller's cost, continue to insure the Lot against all risks;
(iii) not move the Lot, or allow the Lot to be moved, from the location listed by the Seller, other than by agreement with the Buyer;
(iv) not submit the Lot, or allow the Lot to be submitted to any surgical procedure.
16.5 On receipt of notification of the Confirmation of Sale , the Seller and Buyer:
(a) Must ensure that all records, as are required under the Law or under the Rules of Racing, of the ownership of the horse, are updated to reflect the sale, including with the Passport Issuing Authority, Weatherbys and/or the British Horseracing Authority, as applicable;
(b) Should attend to any race engagements transferred with the sale of the Lot. We accept no responsibility for engagements given or omitted. It is the sole responsibility of the Seller to ensure that the relevant documentation is completed and lodged with the Authority in question, but of the Buyer to cancel any race entry if a Declaration of Forfeit applies
16.6 In the event that the Buyer fails to make payment to Us of the Purchase Price and all related Premiums or Fees within two clear working days of the Close of Auction, We may elect to cancel the sale and offer the Lot to the under-bidder.
16.6.1 Should the under-bidder agree to pay the price of his/her final bid, he shall be deemed the Buyer and will be obliged to make payment in accordance with Clause 15. In the event that this Buyer fails to make payment to Us of the Purchase Price and all related Premiums or Fees within two clear working days of the Close of Auction, We may elect to cancel the sale. In such circumstances, the Seller may elect to submit the Lot for a fresh Auction.
16.7 Once a Lot is sold by Auction, no further negotiations will be conducted by Us.
16.8 Any dispute arising between the Seller and the Buyer in relation to a Lot must be resolved between them only.
17.1 The Buyer shall not take delivery of the Lot until the Buyer has received notification from Us of the Confirmation of Sale, and will do so within five (5) days of the Confirmation of Sale.
17.2 The Buyer will, at the Buyer's cost, take delivery of the Lot from the location submitted by the Seller (unless alternative arrangements have been agreed between the Seller and the Buyer).
17.3 The Seller must give possession of the Lot to the Buyer at the location supplied by the Seller (unless alternative arrangements have been made between the Seller and the Buyer).
17.4 In the event of any delay by the Buyer in taking delivery of the Lot beyond the fifth day following the date of the Confirmation of Sale, and in the absence of any other arrangement with the Seller, the Buyer must pay the Seller £100 (plus VAT if applicable) for each day of delay thereafter.
17.5 Should a Seller permit a Buyer to take possession before the notification of the Confirmation of Sale, he shall do so entirely at his sole risk and he shall remain liable to pay Our Commissions and Fees.
17.5.1 If the Buyer takes delivery of the Lot prior to payment of the Purchase Price and the sale is cancelled pursuant to Clause 16.6, the Seller and/or We may, without any prior notice to the Buyer, take all necessary steps and Use any reasonable force, either by themselves or through servants and agents, to recover possession of the Lot. There will be no obligation on Us to undertake this action unless We deem necessary. If such action is deemed necessary the Seller and/or We may enter upon any land or premises and repossess the Lot. All costs and expenses of any such repossession activity shall be a debt owing by the Buyer to the Seller or Us (as the case may be). Until payment of the Purchase Price in full, the Buyer shall at all times inform Us of the address of the premises at which the Lot is for the time being located.
17.5.2 You as Seller fully indemnify Us against any action by the Buyer and any costs and expenses incurred by Us in connection therewith.
17.5.3 The Buyer is, without prejudice to the other remedies available to the Buyer at law (including to sue for damages or to sue for specific performance), entitled to cancel the sale and to a refund of all purchase monies paid in respect of such Lot from the Seller or from Us if We still hold the same.
17.6 If a sale is cancelled by the Buyer as a consequence of a breach of a Seller warranty under Clause 16.4; and the Buyer has taken possession of a Lot, the Lot shall be returned to the Seller at the Seller's expense. Any transportation, agistment and veterinary costs incurred by the Buyer from the date of purchase up to cancellation of the sale shall be to the Buyer's account.
17.6.1 .In the circumstances where the Buyer exercises its rights pursuant to Clause 17.6, the debt owing by Us to the Seller under 16.3 is void and where We have already paid the Seller the proceeds of sale, the Seller must repay those monies to Us on demand.
18. Access to Website
18.1 We take all reasonable steps to ensure that this Website is available and functioning fully at all times. However, in the event this Website is unavailable or functioning incorrectly either wholly or partly We shall offer (where possible) the opportunity of repeat performance of the service we should have offered to You in the first place - this may include re-running auctions or re-opening bidding where appropriate and practical. Where this is not possible we will offer full or part-refunds subject to Clause 18.2 below.
18.2 Refunds will not be offered where a third-party provider who supplies a service to You, rather than Us, causes the issue.
19.1 Transactions and all other contact between You and other Users are conducted entirely at Your own risk. You agree that We take no responsibility or liability for any misconduct of any Users including, without limitation, Users that have registered under false pretences or who attempt to defraud You. We give no undertakings, representations, or warranties in relation to horses sold or listed on the Website and without limiting the forgoing, including:
(a) about ownership of any Lot or the prerequisites for the sale of any Lot in respect of which the Seller has or claims a lien, charge or security interest;
(b) whether any lot is the subject of a lien, charge or security interest;
(c) about fitness for purpose of any Lot;
(d) about defects or imperfections of any Lot;
(e) the accuracy or truth of descriptions and parentage, or of any materials submitted by the Seller in respect of his Lot;
(f) that any Lot, will meet Your requirements or expectations;
(g) about the ability of Buyers and Sellers to complete a transaction;
(h) the accuracy of any advertisements or listings;
(i) that the Seller will give possession or otherwise complete a sale of
(j) any Lot;
(k) that the Buyer will pay for or take possession or otherwise complete the purchase of any Lot;
(l) whether any transaction will actually be completed.
19.2 You expressly understand and agree that:
(a) We do not transfer legal ownership of Lots from the Seller to the Buyer;
(b) We do not recommend or endorse any Seller;
(c) Sole Risk: Your use of the Services is at Your sole risk. The Website and Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law and without limiting Clause 19.1, We disclaim and exclude all implied conditions, warranties, guarantees, rights or remedies, statutory or otherwise, including, but not limited to, any warranties of merchantability and fitness for a particular purpose to the maximum extent permitted by law.
(d) Accuracy: We are not responsible for the accuracy of any content on this Website, nor any advertisements placed on this Website.
(e) Links: We are not responsible for any links to third party websites from this Website and the inclusion of any link does not imply an endorsement of a third party website by Us.
(f) Indemnity: You agree to release, indemnify and keep indemnified Us and Our respective officers and employees from and against all actions, claims, costs (including legal costs and expenses), losses, proceedings, damages, liabilities, fines, fees or demands suffered or incurred by Us (including consequential and economic losses, property loss or damage and damages for injury, including personal injury and death) to any person arising out of or in connection with:
(i) Your failure to comply with these terms and conditions, Your failure to complete a transaction, Your use of Our Website, Your sale or attempted sale of a Lot, or arising out of any content You submit, post, transmit, or make available through the Services; and
(ii) Us performing any obligation or enforcing any right under these Terms and Conditions; and
(iii) The act or omission of any Seller, Bidder, Buyer or third party; and
(iv) The provision of the Services by Us.
20.1 In the case of any dispute, the remedy of the Buyer shall be against the Seller and the remedy of the Seller shall be against the Buyer and in no case or under any circumstances shall it be against Us. Any disputes which arise between the Seller and the Buyer in relation to any Lot shall be resolved between them only and no Lot shall be delivered to Us or to Our property.
22.1 The foregoing paragraphs, sub-paragraphs and Clauses of these Terms and Conditions shall be read and construed independently of each other. Should any part of these Terms and Conditions or its paragraphs, sub-paragraphs or Clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and Clauses.
23.1 Failure by Us to enforce any accrued rights under these Terms and Conditions is not to be taken as or deemed to be a waiver of those rights unless we acknowledge the waiver in writing.
24. Entire Terms & Conditions
24.1 These Terms and Conditions set out the entire agreement and understanding between You and Us and between each of You, subject to any specific terms and conditions applicable to any Lot that are displayed on this Website or in respect of which You otherwise have notice.
25. Force Majeure
25.1 Without prejudice to Clause 18, We have no liability for any lack of performance, unavailability or failure of the Services or the Website, or for any failure of Us to comply with these Terms and Conditions where the same arises from any cause reasonably beyond Our control.
26. Governing Law
26.1 The Courts of England and Wales will have exclusive jurisdiction over any claim arising from, or related to, Your Use of Our Website although we reserve the right to bring proceedings against You for breach of these terms and conditions of Use in the jurisdiction of Your residence or any other relevant jurisdiction.
27.1 In these Terms and Conditions, unless the context requires otherwise:
(a) Any reference to "You" refers to You as a Seller or Buyer (including your personal representatives) or other Users of this Website and "Your" has a corresponding meaning;
(b) Any reference to "Us" or "We" refers to Race Horse Trader Limited (see Clause 1) and "Our" has a corresponding meaning;
(c) Any reference to this "Website" refers to the website address auction.racehorsetrader.com and such other locations where it may be hosted;
(d) "Auction" means a sale where Lots are offered for sale to the highest bidder for the period commencing with the opening of bidding, "the start of the Auction" (being at a time stipulated by Us) and ending with the close of bidding, "the Close of Auction" (being at a time stipulated by Us);
(e) "Buyer" means the person to whom any Lot is sold via this Website;
(f) "Disclosed by the Seller" means in relation to information, prior to the Auction and during the Auction, supplied by the Seller and displayed on the Website in relation to a Lot;
(g) "Lot" means any horse, share in a horse and, in case of mare with foal at foot, both the mare and the foal (unless otherwise specified) or other Lot offered on this Website for sale;
(h) "Racing Authority" means a Governing Body of Thoroughbred Horseracing appointed or approved by the Government of any country, for example the British Horseracing Authority in Great Britain.
(i) "Rules of Racing" means the Rules set by a Racing Authority.
(j) "Seller" means the person who offers a Lot for sale or who sells a Lot via this Website including a person who offers a lot for sale as the holder of or claiming a lien, charge or security interest in respect of that Lot;
(k) "Services" means the services provided by Us on this Website;
(l) "Stud Book Authority" means a body listed by the International Stud Book Committee as administering an Approved Stud Book;
(m) "Your bid" or "a bid made by You" means a bid made utilising Your username and password, whether or not You personally made the bid;
(n) "Working Day" means any day of the week other than Saturday, Sunday or a public holiday; "Public Holiday" refers to a public holiday at the location supplied by the Seller.