1. GENERAL
1.1 The Palm Beach Auction, (hereinafter referred to as “TPBA”), intends to serve as an intermediary between sellers and buyers of horses by auctioning horses to the highest bidder (the “Auction”). The Auction will take place online from December 4 to December 7, 2020.
1.2 These Terms and Conditions apply to all sales transactions concluded during the Auction related to the horses offered for sale at the Auction as well as any agreements resulting therefrom.
1.3 All horses offered for sale are offered in accordance with these Terms and Conditions and with the laws of the State of Florida. All interested parties and all sales are bound by these Terms and Conditions. This sale is an auction with reserves; TPBA and its agents maintain the right to bid or establish a reserve on each horse (i.e., a price below with a horse will not be sold).
1.4 It is agreed and understood that TPBA is serving as a dual agent representing both buyers and sellers in the ordinary course of organizing, managing and publicizing TPBA.
1.5 These Terms and Conditions are to be provided online prior to the start of the Auction and are also included in the Auction catalogue.
1.6 Every effort has been made to assure correctness of the information in the catalogue; however, TPBA and the auctioneers are not responsible for errors or omissions. All statements and corrections announced at the time of the Auction shall supersede the Auction catalogue.
2. INSPECTION OF HORSES
2.1 The horses of TPBA will be officially presented on November 23, 2020 at 3650 Middleburg, Dr, Wellington, Fl. 33414.
2.2 The horses of TPBA will be available for individual public inspection from November 24 to December 7, 2020
2.3 Visits must be scheduled online in advance and confirmed with Juan Pablo Gnecco (404-784-1002). Prospective buyers and their trainers or other agents are permitted to try a horse, or can ask for a riding demonstration. A request for a trial can be made on the official website: thepalmbeachauction.com/trial.
2.4 Understanding the risks and potential dangers associated with horseback riding and related equine activities regardless of one’s training and past performance, all persons participating in trials and/or inspections release, acquit, and forever discharge TPBA, and any and all of their owners, officers, directors, shareholders, employees, agents and anyone else directly or indirectly connected with the event, from any liability whatsoever, including all manner of suits, actions, demands, claims and liabilities which may arise from this activity, in the event of injury or damage of any nature (or perhaps even death) to a participant or anyone else caused by, or incidental to, participant electing to interact with, mount or ride a horse presented by TPBA. Prospective buyers and their trainers ride and examine horses at their own risk.
3. VETTING OF HORSES AND GUARANTEE
3.1 The horses offered in the TPBA are identified by origin, sex, color and year of birth, as stated in the Auction catalogue. TPBA disclaims any liability with regard to health status, the performance, and the purpose of use of the horses to be auctioned.
3.2 The horses have been examined and all X-rays have been reviewed by Dr. Antoine Peeters from PVS Sprl in Belgium. A complete set of X-rays and a veterinary clinical exam report for each horse is available by request. Please contact Dr. Selina Watt at +1 (561) 309-2945 to obtain the veterinary records.
3.3 Prospective buyers are encouraged to do their own due diligence prior to the Auction and obtain an opinion of a veterinarian of their choosing. In such instances, the prospective buyer must make arrangements in advance with Juan Pablo Gnecco (404-784-1002) in order to conduct the examination.
4. SALE/AUCTION
4.1 During the Auction, horses will be presented in hand. The horses will be sold during the Auction by bidding in U.S. Dollars with a minimum starting bid of $30,000.00. Bids are to be made in increments of $2,000.00, or different amount entered in the auction software.
4.2 Prospective buyers bidding at the Auction will be held to their bids until a higher bid has been received. Each horse will be sold to the highest bidder (the “Buyer”). The Buyer is obligated to pay purchase price as set forth in Article 5 below. The auctioneer reserves the right to reject and or all bids. In case of doubt concerning the validity of a bid, the previous bid can be accepted again, after which bidding can resume. In the event of any disputes arising with or during the bidding process, the decision of the auctioneer shall be final and binding. TPBA shall have no liability for any such action taken by the auctioneers.
4.3 Title to the horse passes to the Buyer upon completion of payment of the purchase price. However, at the fall of the hammer, risk of loss, damage, and responsibility pertaining to the horse passes to the Buyer. The horse will be held for Buyer by TPBA until Buyer makes payment of the purchase price as provided in Article 5 below, at which time title to horse will pass to the Buyer.
4.4 TPBA shall have the right, in its sole and absolute discretion, to refuse to make any announcement requested by any person, and TPBA shall have no responsibility or liability for the refusal or failure to make any announcement, or for the timing or contents of any announcement made.
5. SETTLEMENT OF AUCTION AMOUNTS AND EXPENSES
5.1 Immediately after completion of the Auction, Buyers are obliged to execute a Purchase Agreement and pay the purchase price to TBPA on or before close of business on December 9, 2020. If a Buyer should fail to comply with this obligation, TPBA shall be entitled to rescind the sale, after which the purchased horse will again be made available for sale, or alternatively, the horse may be sold to the second highest bidder. The Buyer shall in this event be considered to be in breach of these Terms and Conditions and shall be liable to compensate TPBA for any damage incurred, without prejudice to any other rights that TPBA may have.
5.2 The purchase price due and payable by Buyer shall be calculated as follows:
THE FINAL AUCTION BID BY BUYER, PLUS A 6% BUYER’S AUCTION FEE.
5.3 TPBA takes no responsibility and accepts no liability for the collection or remitting of any sales tax which may be applicable based on the buyer-seller relationship in any particular auction transaction. Buyers and Sellers agree to indemnify TPBA for any claims made against it by the state for any sales tax related to any auction bid.
5.4 TPBA may request information on the financial condition of a prospective bidder or Buyer and may decide to make acceptance of a bid conditional, based on the information received.
5.5 At the time of execution of the Purchase Agreement [or payment of the purchase price] at the TPBA auction office, Buyers have the option to purchase insurance for the horse purchased.
6. RELEASE AND TRANSFER OF RISK AND OWNERSHIP
6.1 Buyers assume all risks related to the condition of the horse upon the auctioneer’s acceptance of the Buyer’s bid as the purchase price, and at such time the Buyer assumes all risks, liabilities, and responsibilities related to the purchased horse. The Buyer shall indemnify TPBA from any claims brought by third parties.
6.2 The Buyer is obliged to take possession of the purchased horse at the place and time as specified by TPBA, or in the absence thereof, within the term defined herein and upon presentation of a valid identity document, if requested by TPBA. Delivery of the purchased horse takes place by means of its release to the Buyer as specified by TPBA. Release consists of collection of the purchased horse by the Buyer. Release may only take place after settlement of the purchase price in full and any other amount due by the Buyer and funds have cleared with the banking institution provided by TPBA. The Buyer shall make arrangements to pick up the horse on or before Friday, Devember 10, 2020 by 5:00 P.M. If the Buyer should refuse possession or if the Buyer should fail to provide information or instructions required for the release, TPBA may at its option remove the purchased horse and keep it in stables at the expense and risk of the Buyer. The Buyer shall then be obligated to compensate TPBA for any additional costs incurred, including stabling costs in any event.
6.3 Ownership of the purchased horse passed to the Buyer at the time of release as set forth in Article 6.2 above, but not before the Buyer has paid the full purchase amount and any other amounts owing to TPBA resulting from non-compliance.
7. DISCLAIMER OF WARRANTIES
THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS GIVEN BY TPBA (OR ANY OF ITS OWNERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SPONSORS OR INDEPENDENT CONTRACTORS). THE AUCTIONEER, OR ANYONE ELSE CONCERNING OR PERTAINING TO ANY HORSE OFFERED FOR SALE OR SOLD IN THE AUCTION, INCLUDING, BUT NOT LIMITED TO, AS TO THE SOUNDNESS; CONDITION; SUITABILITY TO BE TRAINED; RACED OR BRED; PREGNANCY; BREEDING STATUS; BREEDING QUALITIES; FERTILITY; MERCHANTABILITY; FITNESS FOR ANY PARTICULAR PURPOSE; OR ANY OTHER QUALITY OR ATTRIBUTE OF ANY HORSE. ALL HORSES ARE OFFERED AND SOLD “AS IS” AND WITH ALL FAULTS AND DEFECTS. BUYER IS BOUND BY ALL ANNOUNCEMENTS FROM THE AUCTION STAND AND ALL STATEMENTS MADE IN ANY PUBLICATION REGARDING THE AUCTION.
7.1 Buyers acknowledge that the Buyers have had the opportunity to inspect and examine each horse purchased or to be purchased, including arranging a trial, in advance of the auction. Buyers are solely responsible for the sufficiency and completeness of Buyers’ inspection. Failure of Buyer to inspect of sufficiently inspect a horse will be at Buyer’s own risk.
7.2 Buyer acknowledges and agrees that there are numerous conditions, injuries, diseases, medical procedures, and other matters affecting horses for which no warranty is provided in these Terms and Conditions. The identity of the owner of any horse being sold is not warranted under these Terms and Conditions. The duties and obligations of TPBA to Buyers, bidders and all interested parties are strictly limited to those expressly imposed upon TPBA by these Terms and Conditions. All other duties and obligations, including, but not limited to, any agency, fiduciary duties or other duties which might otherwise be imposed upon TPBA by operation of law or otherwise, are hereby expressly disclaimed, waived and relinquished by Buyers, bidders and all other interested persons. Without limiting the generality of the foregoing, TPBA is not an agent or fiduciary of any Buyer, bidder or any other interested party.
7.3 Buyer assumes all risk of injury, illness or death of the horse purchased, commencing from the fall of the hammer for the horse. Buyer releases, discharges, waives and relinquishes any and all claims, liabilities, damages or losses of any nature whatsoever Buyer has, may have or hereafter may have against TPBA, and each of their respective directors, officers, partners, shareholders, owners, employees, representatives, agents, sponsors or independent contractors (jointly and severally, the “TPBA Released Parties”) from, or arising out of, any description, identification, accident, sickness, disease, theft or death of any horse (and any in utero foal) purchased wherever or however the same may occur, including, but not limited to, any description, identification, injury, accident, sickness, disease, theft or death by reason of or caused by, whether in whole or in part, any alleged negligent or grossly negligent act, omission or conduct by or of any of TPBA Released Parties.
THE HORSES ARE SOLD ON AN “AS IS/WHERE IS” BASIS. ALL SALES ARE FINAL. TPBA DOES NOT GUARANTEE IN ANY WAY THE FITNESS OR MERCHANTABILITY FOR ANY PURPOSE OF THE HORSES OFFERED IN THE AUCTION.
8. PRIVACY NOTICE
Notice is hereby given to all participants at the Auction that TPBA may record any or all portions of TPBA's sales by video, audio or other means, which may be used by TPBA in its sole discretion. By participating in the Auction, all participants acknowledge and grant permission of being photographed, filmed or recorded to TPBA
9. SECURITY INTEREST
Each Buyer grants TPBA a security interest in the purchased horse and all registration papers bought to secure payment and satisfaction of the purchase price and all other amounts owing to TPBA. TPBA may file a financing statements or other documents necessary to perfect, enforce, and give notice of the security interest created herein. Buyer agrees that TPBA shall have all rights and remedies of a secured party pursuant to the Terms and Conditions and the Uniform Commercial Code or other applicable law.
10. LIMITATION OF LIABILITY
TPBA shall not be liable for damage to persons or property arising prior to, during, or after the Auction
11. DEFAULT
Should Buyer fail to comply with these Terms and Conditions, TPBA may pursue any remedy available to it against Buyer, including but not limited to, bringing suit in court, taking possession of the horse and its registration papers, or reselling the horse at Auction. In any case, Buyer shall be liable for any deficiency after charging to Buyer’s account all costs of maintenance and resale, including, but not limited to, service charges, attorney’s fees, costs of litigation, and damages available at law to TPBA.
12. CHOICE OF LAW; JURISDICTION; VENUE
12.1 The rights and obligations of the parties with respect to these Terms and Conditions, the conduct of the auction and any matters related to any of the foregoing shall be governed by and interpreted in accordance with laws of the State of Florida, excluding its conflicts of law rules.
12.2 All bidders and Buyers agree to the exclusive jurisdiction of the (i) state courts of the State of Florida and (ii) the federal courts of the State of Florida to settle all disputes arising in connection with all aspects of all matters or transactions to which these Terms and Conditions relate or apply.
13. ENTIRE AGREEMENT; SEVERABILITY
These Terms and Conditions and all notices contained in the Auction catalogue, Purchase Agreement, and/or Bill of Sale, further including but not limited to any announcement from the Auction stand authorized by these Terms and Conditions, and any other publication of TPBA shall constitute the entire agreement of TPBA and Buyers with respect to the subject matter hereof and shall supersede all prior or concurrent agreements, understandings, warranties, representations, and negotiations concerning the subject matter hereof. None of the Terms and Conditions set forth herein shall be modified or waived except in writing signed by TPBA and the Buyer. These Terms and Conditions, including headings of the paragraphs hereof, are for convenience only and shall not be a part of the agreement. If any provision or portion of these Terms and Conditions is held to be illegal or invalid, such illegality or invalidity shall not affect the remaining provisions or portions of these Terms and Conditions, and they shall be continued and enforced as if such illegal or invalid provision or portion had never been inserted herein.
14. TIME IS OF THE ESSENCE
Time is of the essence as to all of the Buyers obligations under these Terms and Conditions, including, but not limited to, making payment of the purchase price, taking delivery and possession of horse(s), and removing horse(s) from the Auction site.
