GENERAL TERMS AND CONDITIONS – BALTIC HORSE AUCTION
Approved on October 20, 2021
These General Terms and Conditions as stipulated in Part A, and the General Provisions of Parts B, C, D and E of the General Auction Conditions (hereinafter jointly also referred to as: “General Provisions”), apply to all legal relationships with Baltic Horse Sales LLC, registered and based in Riga, Latvia, company ID 40103356700 (hereafter referred to as BHS) which facilitates the auction and the auction services, including (but not limited to) all Provisions and Agreements, as further specified in these General Terms and Conditions. By participating in the auction organized by BHS, the participants declare in their transactions with one another, and the bidder declares in its transactions with BHS, that they are bound to comply with these General terms and conditions of the auction and are bound by the resulting legal consequences for a participant. Each participant shall be deemed to have taken cognizance of and accepted these General terms and conditions without reservation. Each bidder shall be deemed to have taken knowledge of and accepted these General terms and conditions of the Auction. Consequently, the following Generalterms and conditions of the Auction are automatically applicable from the moment a bid is made.
· PART A – General Terms and Conditions for Online Auction
· PART B – Additional Provisions for Sellers
· PART C – Additional Provisions for Bidders/Buyers
· PART D – Additional Provisions Horses and Foals
· PART E – Additional Provisions Embryo and Semen
PART A – GENERAL TERMS AND CONDITIONS FOR ONLINE AUCTION
The terms used in these General Auction Conditions are defined as follows:
Baltic Horse Sales Limited Liability Company, registered in Riga, Latvia under company registration ID 40103356700, in case that this Company facilitates the Auction and the Auction Service;
the Online Auction for the sale of one or more Horses organized and facilitated by BHS via its dedicated website (online auctioning platform), in which BHS offers its Auction Service to the Participants;
the auction website on which Baltic Horse Sales LLC offers its Auction service;
General Auction Conditions
these General terms and conditions for online auctions organized and facilitated by BHS;
the service offered by BHS in which BHS is brokering a purchase agreement between seller and buyer by facilitating an online auction;
Auction fee applicable to all lots sold via BHS online auction, being the percentage by which the Auction Amount is increased, as listed by the BHS on its list of rates for the relevant Auction, payable by the Buyer;
Commission paid by the Seller, expressed as a percentage of the Auction amount registered by BHS in its bidding list for the respective Auction;
the definitive registration of the Participant in the Online Auction, in the capacity of a Bidder or Seller;
the registration fee payable by the Seller to BHS following a definitive Horse or Lot acceptance to the Online Auction as listed by BHS in its list of rates for the relevant Auction;
a participant in the Auction, in the capacity of Bidder, Buyer or Seller;
the natural person or legal entity that commissioned BHS to sell one or more horses via an auction, on behalf of and at the expense of the seller.
the natural person or legal entity that registers or has registered on the auction website of BHS in order to participate in the auction organised by BHS.
the bidder who has been awarded the purchase
the amount offered by the bidder in the auction for a lot, plus the taxes and costs (including but not limited to the auction costs).
the express declaration to the bidder by BHS in the name of the seller that the lot for which the bidder placed a bid is awarded to the bidder, who becomes buyer of the lot.
Final auction price
The highest bid amount for the Auction Item that has been approved at the end of the Auction (plus the Auction Fees due to BHS and / or the relevant VAT amount) and is considered to be the Purchase Amount of the Auction Item;;
Purchase Agreement Statement
the purchase agreement statement sent or issued by BHS (on behalf of the Seller) to the Bidder/Buyer, to be completed and signed by the Bidder/Buyer;
the purchase agreement between Seller and Buyer that is formed as a result of the awarding of the lot to the highest bidder;
general classification of the Horse/-s offered via the Online Auction depending on the breeding direction and purpose of usage (showjumping, dressage, recreational, breeding etc)
the agreement for services between BHS and the Seller in regard to the Auction Service;
the Contract completed and signed by the Buyer and the Seller, which shows that the Buyer has taken possession of the Horse; ???
a horse, a foal, an embryo, or a semen straw being auctioned on the BHS auction website;
In the following general and special terms and conditions of auction, by horse or horses is understood each adult horse, foal or embryo. The horse offered at the auction site, described as well as possible on the basis of information and images. This information is used solely to give an impression about the qualities of the horse, without pretending to be complete/correct and without giving any guarantees;
the foal offered at the auction site, described as well as possible on the basis of information and images. This information is used solely to give an impression about the qualities of the foal, without pretending to be complete/correct and without giving any guarantees.
the frozen semen (number of straws offered at the auction site, described as well as possible on the basis of information and images. This information is used solely to give an impression about the qualities of the frozen semen, without pretending to be complete/correct and without giving any guarantees.
a (frozen) embryo or an embryo implanted in a surrogate mare;
the surrogate mare in whose uterus the young embryo was transplanted via embryo transplant that was removed from the uterus of the donor mare. The embryo further develops in this surrogate mare and after birth is raised by this surrogate mare.
the (personal) data which have to be provided to BHS in order to register as a Participant in an Online Auction and which can be traced back to a specific person;
2. GENERAL PROVISIONS
2.1. The Online BALTIC HORSE Auction is organised by Baltic Horse Sales LLC (hereafter referred to as BHS), registered and based in Riga, Latvia (company ID 40103356700).
2.2. BHS acts solely and expressly as an intermediary between Sellers and Buyers, and offers Horses and Embryos via its website www.baltichorse.auction on behalf of and for the account of third parties.
2.3. These Terms and Conditions are announced prior to the start of the auction by including them in the auction catalogue or placing them on the Auction website. All Participants of the auction will, by participating in the Auction, agree upon these Terms and Conditions being applicable during the auction and any agreement resulting from the Auction.
2.4. By registering and participating in this online Auction, Participants – in their capacity of Bidders, Buyers and Sellers – confirm their knowledge and acceptance of the current Terms and Conditions.
2.5. These General Auction Conditions apply to all Contracts as well as all legal relationships between the BHS and Participant, including but not limited to the Auction and the Auction Service. Certain (specific) parts of these General Auction Conditions further apply to the Purchase Agreement and, therefore, to the arrangements between Buyer and Seller to the extent that the provisions apply to the rights and obligations between Bidder/Buyer and Seller. The foregoing expressly does not make the BHS a party to the Purchase Agreement.
3. REGISTRATION FOR PARTICIPATION
3.1. To participate in the auction organized by BHS, the Bidder must register before the start of the Auction in the manner prescribed by BHS on the auction website. All Bidders must register via the website www.baltichorse.auction/register before being able to participate in the Online Auction. Such registration shall be considered as unconditional acceptance of the current Auction Conditions.
3.2. By participating in the Auction, the Bidder declares to be authorized to execute legal transactions, and the Bidder declares himself/herself to be competent to conclude a Purchase Agreement with respect to the relevant lot.
3.3. BHS reserves the right to refuse or unilaterally terminate registration and participation in the Auction at any time.
3.4. On first demand of BHS, the Bidder must furnish proper proof of identity, in the absence of which the Bidder is not allowed to participate in the Auction. The Bidder is obliged to ensure that all of the information to be provided by the Bidder to BHS upon registration has been filled in completely, correctly and truthfully, and the Bidder guarantees the correctness and completeness of the information he or she furnished. Should this information change at any time, the Bidder is obliged to notify BHS immediately of this/these change(s).
3.5. The user name and password used by the Participant for the Auction are strictly personal and may not be transferred by the Participant to third parties. If the Participant suspects that someone else knows his/her password, the Participant must immediately notify BHS of this. The Participant is liable for and bound to all transactions that take place at the Auction and which result from the use of his/her password and/or user name, also in the case of abuse if the buyer has been careless with his/her user name and password. BHS is not liable for the damages caused to the Participant by third parties due to the Participant’s negligence to protect his/herpersonal account information (user name, password).
3.6. The Bidder/Buyer is aware and explicitly agrees that the Auction Services available via the Auction Website are limited to making it technically possible to follow the Auction via the internet and to participate in the auction as a Bidder. BHS does not accept any responsibility for the organisation and the course of the Auction via its Website (for example and without limitation: the breakdown of the website during the auction or the delay in the functioning of the website during the auction). BHS makes every effort to secure its systems against loss of data and/or any form of unlawful use and takes appropriate technical and organisational measures to this end. In its dealings with BHS the Participant is obliged to adequately secure the computer and/or any other device which it uses to gain access to the Auction Website, and as usual to protect it against viruses or other unlawful programmes or files which may be spread via the internet. The auction website may contain links to other websites of third parties. BHS has no influence on (the information on) such websites.
4. AUCTION EXECUTION
4.1. Via the auction organized by BHS, the Seller places a Horse, Foal, Frozen Semen or Embryo for sale. BHS acts as Auction Service. BHS organizes and facilitates the Auction merely as an intermediary and without being or becoming party to the Purchase Agreements (to be) concluded.
4.2. The organization, preparation and implementation of the auction is determined solely by BHS. This means among other things that BHS determines the course of events prior to and during the Auction, and has the authority not to auction or to change (the composition of) one or more lots, to not recognize a bid and declare it invalid, and suspend, resume, extend or cancel the auction and/or take other measures it deems necessary.
4.3. BHS may unilaterally extend the Auction or cancel the Auction if there have been technical problems during the Auction. If significant technical failures are identified that may affect the result of the Auction or are related to system security breaches, BHS may cancel the results of the Auction and terminate the Auction by canceling it.
4.4. BHS determines the dates and times when the Auction occurs.
4.5. The duration of an auction is indicated on the Auction Website. This does not prejudice the right of BHS to cancel, terminate (early), suspend or extend an Auction at any time. Thus among others, BHS can exercise its right to extend the auction in the situation that the auction is not accessible to all bidders due to technical problem(s). However, BHS is not obliged to do so.
4.6. A bidder is required to follow the instructions and directions given by or in the name of BHS in the context of an auction. A bidder accepts the extraordinary circumstances that can arise during an Internet auction and the (technical) imperfections that may exist. BHS cannot be held liable in any way for such occurrences. If a bid is made in the last 5 minutes before the closure of the auction, the auction will be extended by 5 minutes.
4.7. The registered Bidder can make bids electronically on the Auction website from the beginning of the Auction until the moment when the Auction is over.
4.8. Bidding starts from the Auction starting price (minimum price). The Bidder may not make a Bid (register a bid) that is less than or equal to the opening price of the Auction, differs from the auction step specified for the Auction or is less than or equal to the previously registered bids (Bids).
4.9. BHS sets the starting price for Auction Items depending on the category:
4.9.1. Foals and horses under 2 years of age – starting price EUR 1,000 per Auction item;
4.9.2. Young unbroken horses from 2 to 3 years of age – starting price EUR 2’500 per Auction item;
4.9.3. Young ridden horses 3 to 5 years old - starting price EUR 3’500 per Auction item;
4.9.4. Adult sports horses from 6 years of age - starting price EUR 4’500 per Auction item.
4.10. BHS reserves the right to amend the starting price level of Auction Items and set different starting prices for specific Auctions and / or specific items depending on various factors, including (but not limited to) horse quality, horse performance in sports, pedigrees, etc., by notifying Seller prior to Auction.
4.11. The minimum increment for bids in online auctions shall be EUR 500, unless otherwise specified.
4.12. The bid step increases each time by EUR 500 to the bid price of EUR 5,000, each time by EUR 750 for the bid price above EUR 5,000 and each time by EUR 1,000 for the bid price, starting from EUR 15,000. BHS may specify another auction step for a particular Auction item, indicating this on the Auction website next to the specific Auction item.
4.13. Price offers (bids) are registered in chronological order on the auction website, recording the bid amount and the time of bid registration. During the Auction and after the end of the Auction, information on the highest bid price is publicly available on the Auction website.
4.14. After closing the Auction, new Price offers (bids) are no longer registered, the Auction website indicates that the Auction has ended.
4.15. During the Auction, the Horses shown on the Auction Website will be presented via photo/video. BHS is not the owner of any of the Lots and has no direct or indirect interest in the selected Lots. BHS will only offer a platform for potential Buyers to buy Horses/Embryos directly from the owners of the concerned lots.
4.16. The Lots will be sold during the auction by bidding in EURO, unless otherwise stated.
4.17. The Lots offered at Auction will be auctioned off/sold by the Seller in the state in which they are at the time of the Award, without liability on the part of BHS regarding the value, condition or state/quality of the auctioned Lots.
4.18. If a Participant places a Bid, he/she expressly agrees to pay for the Lot, should the Participant become the highest Bidder. It is not possible to withdraw the Bid. The online bids are directly binding.
4.19. The price offer is binding on the Applicant who has made it until a higher price offer is received. If BHS approves the Bidder's Price Offer, the relevant Bidder is obliged to pay the amount due as set out in paragraph 5. In case of doubt about the validity of the bid, the previous bid can be accepted again, and then the bidding can be resumed. If any disputes arise in connection with or during the bidding process, the BHS decision is binding.
4.20. Auction Participants are aware that the purchase at the Auction is a high-risk transaction, and they independently undertake to receive the necessary advice and information prior to the Auction.
4.21. By placing the bid online, the Bidder agrees to enter into the Purchase Agreement as a result between the Buyer and the Seller in case the Bidder’s offer is approved and agrees that all transactions are governed by the General Terms.
4.22. Participants are bound by the documents approved by BHS regarding the course of the Auction and the bids made.
5. DESCRIPTION OF LOTS
5.1. In the description of a Lot on its Auction Website, BHS depends on the information about the lot provided by a Seller or third parties. BHS is not liable for possible printing errors and/or material mistakes in the online auction catalogue. No assurance can be given with any mention of the sex of an embryo. Special auction terms can be supplemented with a specific lot, they are considered known and accepted, when a bid is made for this particular lot.
5.2. The Horses offered in the Auction are identified by origin, sex, color and year of birth, as stated on the website www.baltichorse.auction
5.3. Of the adult sport horses that will be sold through the auction, a radiographic test conducted at least 12 months prior to the auction will be asked. A standard clinical (sport horses) examination will be asked in a period of 45 days prior to the auction.
5.4. The available veterinary findings can, if available (in time), and will be provided upon the request of potential Buyers or viewed in the online catalogue prior to the Auction, and a more detailed explanation can be provided by the Auction veterinarians on request.
5.5. BHS do not accept any liability for any damage or loss caused to the Buyer due to the health condition of the horse. BHS has carried out reasonable procedures to obtain the health data of the Horse and has made this information available to the potential Buyers. All available information regarding horse health condition is published on the Website prior to the auction. Buyer is assumed to have satisfactory level of expertise to analyse the data available and Buyer takes full responsibility for the purchase decisions made.
5.6. Despite the precautions, BHS cannot ensure that all horses to be auctioned are clinically and radiographically healthy at the time of delivery.
5.7. The name “sport horses” is applied to Auction Category mainly in connection with suitability for sport, and it does not apply to the categories of breeding mares, pregnant mares, recreation horses and Lots sold without inspection or with remarks on radiographic or clinical inspection or with stable vices.
5.8. Potential buyers or interested parties are free to view and/or try out the horses under saddle prior to the Auction at the location of The Baltic Horse Auction. For this purpose an appointment must be made in advance by email firstname.lastname@example.org.
5.9. BHS cannot be held liable by buyers for claims based on non-conformity of the horse to be auctioned (or any other claim based on this factual background), when it comes to the health of the horse, the performances of the horse and/or the purpose of use of the horses. If examinations or information are not available for publication, no guarantees can be derived from them. Please view the reports and any possible comments before the auction starts.
5.10. BHS has tried to compile the available information about the lots as accurately as possible. The information is aimed at giving the best possible impression of the horses, but without pretending to be complete. BHS is not responsible for the accuracy of the information on the Auction Website and in the online Auction catalog.
5.11. By clicking the bid confirmation the Bidder confirms that he/she is aware of the information about the Lot and the availability or possible lack of information/inspections/reports at the time of the Auction. The Buyer thus buys a horse in the condition in which it is at the moment of clicking on the confirmation of the bid.
5.12. Baltic Horse Sales LLC or Baltic Horse Auction online platform cannot be held liable for damages to persons or goods, which arise before, during or after the Auction, except for damages that result from intent or gross negligence of Baltic Horse Sales LLC and the persons in charge of the BHS.
5.13. BHS makes no warranties or representations whatsoever with respect to economic, financial or other results that may result from the Services provided to the Participant by BHS and from participation in the Auction.
6. THE BID
6.1. A bid must be placed in the manner described by BHS on the Auction Website. The Auction takes place 'by bidding'.
6.2. A Bid by the Bidder is deemed to be an offer to the Seller. The Bidder is bound to a bid; it is considered irrevocable and unconditional. Each Bidder who places a Bid shall be deemed to be Bidding for himself or herself, and is personally bound to BHS and (after awarding) to the seller for his/her obligations to BHS and the Seller. This applies even if the person placing the Bid declares to be acting on behalf of a third party.
6.3. If multiple persons declare that they are placing or have placed a Bid jointly, they are jointly and severally liable for the resulting obligations to BHS and (after awarding) to a Seller.
6.4. BHS and the Seller are entitled to participate in the Auction and to bid in the name of third parties on the Lot(s) offered by Seller via Auction.
7. PAYMENT OBLIGATIONS OF THE BIDDER/BUYER
7.1. The Auction takes place in accordance with the laws of the Republic of Latvia in such a way that BHS recognizes the Bidder who has promised the highest Price offer as the winner of the Auction. This winning Applicant is recognized as the Buyer based on the decision of BHS. The Highest Price Offer is binding on the Seller if it exceeds the target price set by BHS and the Seller, but the Seller is entitled to accept any Price Offer that exceeds the starting price.
7.2. The Purchase Agreement is concluded between the Buyer and the Seller after full payment of the Purchase Amount as a result of the approval of the Offer, and BHS does not become a party to the Purchase Agreement.
7.3. The purchase amount to be paid by the Buyer is calculated as follows:
Final highest bid for the lot + VAT (if applicable)
[The VAT% is indicated per lot]
+ Plus Auction costs fee of 7.5% on the final bid + 21% VAT
= Amount to be paid
[The final VAT charged depends on the VAT system of the Buyer, Seller/lot and country of export]
7.4. BHS will send the Buyer an invoice for the Purchase Amount (increased or not increased by Value Added Tax) and the Auction Commission Fee (increased by 21% Value Added Tax).
7.5. The BHS invoice must be paid in the invoice currency within five (5) days according to the invoice information by transfer to the Baltic Horse Sales SIA bank account.
7.6. BHS is authorized to receive the Purchase Price on behalf of the Seller on the basis of the Auction Service Agreement, which is an integral part of the Auction Service.
7.7. The Buyer may pay the Seller only with 7.4. payment to the BHS bank account described in The buyer is not entitled to pay anyone other than BHS. If the Buyer pays the Purchase Price to someone other than BHS, the Buyer has not fulfilled its payment obligations. In this case, there is no transfer of ownership of the auction items to the Buyer.
7.8. If the Buyer fails to pay the Purchase Price within the specified period, BHS is entitled not to recognize the results of the Auction and declare the bid invalid, and then the Auction Item may be awarded to the next highest bidder and / or the Auction Item may be re-auctioned, indicating an unreasonable bid. and / or not to auction the Item. In such a case, the Buyer shall be deemed not to have fulfilled its legal obligations and shall be liable to BHS for any damages incurred by it, without prejudice to any other rights that BHS may have. This indemnity consists of a commission (7.5% + VAT) on the highest bid + the difference between the amount of the initial bid and the amount ultimately obtained, + the amount of the comprehensive registration fee (+ VAT). The amount of damages is the direct subject of the claim.
7.9. After receiving all payments in full on the BHS account, BHS will send the Buyer the contact details of the Seller and vice versa to arrange the transfer of the Horse, passport, contract and final invoice.
7.10. Horses / passports may only be transferred to the Buyer, the carrier or other third parties after BHS has confirmed in writing that the transfer of the full payment amount to the BHS account has been confirmed (and not based on screenshots or payment reports).
7.11. The amount due from the Seller and the conditions of the Seller are agreed in the Auction Services Agreement.
7.12. BHS is entitled to obtain information on the financial position of a particular Bidder / Buyer and Auction Participant, to decide on concluding a separate agreement with the relevant Bidder / Buyer based on the obtained information, and / or to request additional collateral such as a bank guarantee, letter of credit or other collateral.
7.13. If the Participant uses other BHS services, then payment for them is made in accordance with the BHS price list, payment is made before the service or within the term specified in the BHS invoice.
7.14. Without the consent of BHS, netting may not be used in respect of a Participant's payment obligations to BHS.
8. RELEASE AND TRANSFER OF OWNERSHIP
8.1. Any risks related to the purchased Lot shall be transferred to the Buyer immediately after the Auction Award has been confirmed, and any responsibility and liability, as well as all risk factors are transferred to the respective Buyer. The Buyer shall indemnify BHS and Seller from any claims brought by third parties.
8.2. The Buyer is obliged to take possession of the purchased Lot at the place and time as specified by BHS/Seller, within 10 days after the payment settlement, on presentation of a valid proof of identity. Surrogate mare and embryos must be no later than 30 days after awarding picked up by Buyer.
8.3. Delivery of the purchased Auction item takes place in the form of its transfer. The transfer includes the collection / receipt of the purchased Auction item by the Buyer or the transportation company appointed by the Buyer. The Seller and / or BHS may transfer the Auction Item to the Buyer's authorized carrier, if the Buyer has notified such and such transfer is equivalent to the transfer of the Auction Item to the Buyer. Receipt is subject to a condition precedent that the Buyer has paid the full amount of the Purchase, the Auction Fee and other relevant amounts due by the Buyer.
8.4. If the Buyer refuses to receive or does not provide the information or instructions necessary for receipt, the Seller shall keep the horses at the Buyer's risk and expense. In this case, the Buyer is obliged to pay BHS and the Seller all additional costs, including in any case the stable and transportation costs, in which case the horses are available for receipt only after the Buyer has paid these costs in full.
8.5. If the Buyer has not taken possession of the Auction Item 60 days after payment of the Purchase Amount and has not notified BHS and / or the Seller of the reasons for the delay, BHS has the right to sell the Auction Item at a free price to cover maintenance costs.
8.6. Ownership of the purchased Auction item is transferred to the Buyer in accordance with Clause 8.3 of these Terms and Conditions. at the time of return specified in paragraph, but not earlier than after the Buyer has paid in full all purchase amounts and debts and any other amounts due to BHS as a result of the Buyer's default.
8.7. Transportation costs and related potential costs, such as health certificates, blood tests or quarantine, are at the expense of the Buyer.
9.1. If a Buyer finds that the Horse purchased does not conform to the contract description after actual delivery, the Buyer shall not be entitled to any recourse if the Seller has not been informed thereof by registered letter within three weeks after the Delivery as described in Article 9.3. of these Terms and Conditions (with a copy to Baltic Horse Sales LLC).
9.2. The Seller warrants, unless notified of such prior to the sale, that the Horse purchased by the Buyer does not suffer from any stable vices such as sucking air, systematic weaving or cribbing for a period of 2 x 24 hours after actual delivery to the Buyer.
9.3. If a veterinarian, registered as an inspection veterinarian for horses or a horse veterinarian should state in writing that one of the stable vices listed in Article 9.2. was established in his/ her expert opinion prior to the date of actual delivery, the Buyer shall be entitled to terminate the Purchase Agreement with all resulting consequences. The Buyer will, in that case, return the Horse as quickly as possible to the Seller. Until the actual delivery of the horse, the Buyer will behave as a good guardian over the horse. Seller will accept the horse and shall within 7 days after the delivery of the horse, pay back the Auction Price, excluding the Auction Costs to the Buyer. Seller is not liable for compensation of any further damages of the Buyer.
9.4. BHS is not liable for any damages refraining from the termination of the Purchase Agreement. The termination of the purchase agreement does not affect the mediation agreement between BHS and the Buyer, and BHS is still entitled to receive the Auction commission fee in full amount according to Article 8.3 of these Terms and Conditions.
9.5. Lots marked as “BHA Select Sale” include the sale of Horses without inspection or with remarks on radiographic or clinical inspection or with stable vices, which has been clearly stated in the Lot description in the online Auction catalogue, and thus no shortcomings’ claims may be derived after purchasing such Lots.
10. LIMITATIONS OF LIABILITY AND DISPUTES
10.1. Any liability on the part of BHS is excluded.
10.2. To the extent that this would be judged differently in law, the liability of BHS is limited to a maximum of the net invoice amount of the Auction Costs’ fees that BHS receives within the framework of the services it performed.
10.3. If it is established in law or otherwise that BHS is liable towards the Participant for damage suffered in connection with the Agreement and/or the Auction (service), or arising from a wrongful act, or on any other basis, this liability, including any payment obligation shall be limited to a total as regulated in these provisions:
10.3.1. BHS shall not be liable towards the Participant for damage as a result of the provision of incorrect or incomplete information, regardless of the nature and/or the scope of the damage and the information involved and regardless of the origin of said information.
10.3.2. BHS shall not be liable for damage arising prior to, during and/or after the Auction caused by or to persons and/or by or to items of property and/or by or to Horses, Foals, Embryos and Semen.
10.3.3. BHS shall not be liable for direct or indirect damage of whatever nature and scope resulting from a failure in the performance of an obligation by a third party (or parties), including but not limited to, failure in the proper fulfillment of obligations of Buyer and/or Seller or a third party involved by Buyer and/or Seller, and/or resulting from any acts and/or omission by the Participant.
10.3.4. BHS shall not be liable towards Participant for any damage caused by Participant itself.
10.3.5. BHS shall never be liable for any damage suffered as a result of the transfer of a Horse, Foal, Embryo and Semen not being free and unencumbered.
10.3.6. BHS shall never be liable for any defect in the Horse, Foal, Embryo and Semen.
10.3.7. BHS shall never be liable for any lost profit, lost income, lost turnover, lost savings, or any other loss suffered by the Participant, nor for any damage excluded elsewhere in these General Terms and Conditions.
10.4. The brokering and intervention of BHS and the sale take place in accordance with Latvian law.
10.5. All disputes have to be declared in writing within 5 working days to the Auction Committee of BHS.
10.6. Participant is aware and agrees by participating in the Auction that BHS does not take out insurance on behalf of the Seller and/or Buyer of the Horse, Foal and/or Embryo in question. Given that the Buyer and the Seller participate in the Auction entirely at their own expense and risk, BHS advises them to take out this insurance themselves.
10.7. In case a dispute arises between the Seller and the Buyer in connection with the Auction BHS will make every effort to resolve this dispute between them through mediation. Should one of the parties be of the opinion that no solution has been reached, then the court of Republic of Latvia is exclusively competent. All relationship between the Seller and the Buyer shall be governed by the law of Republic of Latvia.
10.8. Seller indemnifies the BHS against any claims by a third party (or parties) arising from any incorrect and/or incomplete information issued by or on behalf of Seller for the purpose of the Auction.
10.9. Participant indemnifies BHS against any claims by a third party (or parties), including but not limited to, other Participants, for any damage, irrespective of its nature and scope.
10.10. All disputes arising out of this auction and their consequences are governed exclusively by the law of the Republic of Latvia.
10.11. In the event of a dispute, only the text written in the Latvian language will apply.
11. FORCE MAJEURE
11.1. In these General Terms and Conditions, force majeure includes, in addition to the contents of the law and jurisprudence: all external causes and their consequences, whether anticipated or not, that are beyond BHScontrol, yet render BHS or a third party engaged by BHS unable to fulfill its (or their) obligations or making the fulfillment of the Contract so impossibly onerous and/or disproportionately costly that fulfillment of the Contract cannot reasonably be expected of BHS. These include, but are not limited to:
11.1.1. strikes in the company of BHS or the company of third parties that are involved in the performance of the Contract;
11.1.2. instructions or requests by a government agency and/or a local authority and/or any natural person authorized to act on behalf of such an authority;
11.1.3. changes in the law and/or regulations as a result of which BHS is not (any longer) able to meet its obligations, or that make that fulfillment of the Contract cannot reasonably be expected of BHS as this would be impossibly onerous and/or disproportionately costly;
11.1.4. the outbreak of infectious diseases;
11.1.5. pandemics and/or epidemics, as well as any (government), measures taken in response;
11.1.6. extreme weather conditions;
11.1.7. the circumstance that BHS does not, not timely or not correctly receive a deliverable from a third party that it requires for its own delivery as a result of force majeure on the part of this third party.
11.1.8. BHS may suspend its obligations arising from the Contract during the period that the force majeure continues. Should the force majeure situation surpass a period of 1 month, both BHS and Participant shall be entitled to terminate the Contract in writing.
12. OTHER PROVISIONS
12.1. In order to facilitate the Auction process and mutual communication, a Participant's account may be created on the Auction website (Auction Platform), which is available on the Internet. BHS is entitled to send (make available) notifications on the Participant's account related to the Auction process and the Participant's obligations.
12.2. Communication made via the Bidder's e-mail or made to the Bidder's account on the Auction website is binding for the Bidder.
12.3. BHS shall not be liable for any malfunctions and / or malfunctions of the Auction Website, Auction Platform, Server and Website due to circumstances beyond BHS's control, including, but not limited to, communications disruptions, power outages, other technical disruptions, unavailability of other system (s), actions performed by the Participant and / or third parties on the Auction Platform, server or website, installation of improvements and / or changes made to the platform.
12.4. BHS is not materially liable for any malfunction and / or damage to the Auction Website as a result of the influence of “computer viruses” or in connection with illegal actions of third parties, such as hacking.
12.5. In the event that one or more provisions of the General Terms and Conditions become invalid, unlawful or unenforceable in any way, this shall not in any way affect or limit the validity, legality and enforceability of the other terms and conditions. The BHS replaces an invalid, illegal or unenforceable provision with another provision that is as similar, lawful and enforceable as possible in terms of meaning and purpose.
12.6. Any claims or claims related to the BHS Services or the Auction shall be submitted to BHS no later than within 20 (twenty) days from the moment of the provision of the Service or the disruption of the Auction.
12.7. An invoice issued by BHS is considered accepted by the recipient if BHS has not received written objections within 3 (three) working days after receiving it. If objections are submitted within the specified time limit, the issues related to these objections or necessary corrections shall be resolved by the parties through negotiations.
12.8. BHS has a right of lien on the Auction Items located at BHS if the Participant to whom the Auction Item would be transferred has not fulfilled all its payment obligations arising from the Auction.
12.9. BHS has the right, at its discretion, to publish on the Auction Website, as well as to send to the Participants the information it has received from another Participant or any third party regarding the subject of the Auction, unless such action is contrary to the purpose of the Auction.
12.11. Participants shall ensure that all their proxies, employees and any person who processes personal data in connection with the Auction have undertaken to respect the confidentiality of personal data, and this obligation is open-ended.
12.12. Participants shall ensure that their activities comply with the personal data protection rules applicable to them and with the General Data Protection Regulation, including by implementing adequate technical and organizational measures for the protection of personal data.
12.13. BHS has the right to cancel the results of the Auction and terminate the Purchase Agreement or not to continue its execution, if such necessity arises from the national or international sanctions binding on the Republic of Latvia, which have been imposed on the involved parties.
12.14. BHS reserves the right to amend these General Terms and Conditions. In case of amendments, the new rules come into force for the next auction after their publication on the Auction website.
GENERAL TERMS AND CONDITIONS – BALTIC HORSE AUCTION
PART B – Additional Provisions for Sellers
In case the Participant in the Auction is a Seller, they will be subject to the General Provisions for the Seller as well as the General Provisions, as included in this Part D and Part E of the General Terms and Conditions.
1. GENERAL – REGISTRATION OF LOTS AND SELECTION FOR THE AUCTION
1.1. The organization, preparation and implementation of the auction is determined solely by BHS. This means among other things that BHS determines the course of events prior to and during the Auction, and has the authority not to auction or to change (the composition of) one or more lots, to not recognize a bid and declare it invalid, and suspend, resume, extend or cancel the auction and/or take other measures it deems necessary.
1.2. BHS determines the dates and times when the Auction occurs.
1.3. Registration of the Lots is open from five (5) to three (3) weeks before the auction start date, and is announced on the Auction Website. Registration of all horses to participate in the upcoming Auction closes ten (10) calendar days before Auction start date. Auction start date is the date when all Auction lots become open for the bidding of Buyers.
1.4. Through the Registration, the Seller commissions the BHS to auction a specific Lot – a Horse/Foal, Embryo or Semen – at Auction and to sell it at the highest bid after Award by BHS on behalf of the Seller in the context of the Auction Service, provided that this specific Lot has been accepted by BHS and admitted to the Auction,and that the Seller has also fulfilled all other obligations incumbent upon him.
1.5. The selection is open to Horses according to the type of auction. The enrolment of the Horse/Foal, Embryo or Semen is effected by the completion, signing, and return of the BHS Registration Form by the Seller. Seller can also register the Horse/Foal for selection on BHS Auction Website via the link "Register your horse" .
1.6. By registering a Lot with BHS, the Seller agrees unconditionally to the General Terms and Conditions and to the current Seller Terms and Conditions of the Auction, including but not limited to the Registration Fee, and all legal relationships with BHS and the Buyer that would result from this Registration.
1.7. As of the moment of Registration, Seller shall remain responsible for care and supervision of the Horse/Foaland, in case of an Embryo implanted in a surrogate mare, the Surrogate Mare.
1.8. The Seller undertakes to check the accuracy of the information in the digital catalog after the registered Lot has entered the Auction Website, as stipulated in these General Conditions, with regard to the Horse and/or Embryo registered by the Seller, and to notify BHS in writing of any inaccuracies no later than five (5) calendar days prior to the Auction, specifying in as much detail as possible which changes or additions should be made.
1.9. Only the Lots accepted by BHS may participate in the Auction. BHS determines the criteria which Horses/Foals, Embryos and Semen are selected for the Auction must meet, and that includes but not limited to – fit for sport or other purpose for which the horse is being offered, free of stable and behavioral vices, has undergone professional veterinarian inspection. Horses that fail to comply with BHS’ selection criteria may be rejected to enter the Auction, or in certain circumstances may enter the Auction under “no guarantee” remark.
1.10. BHS determines the criteria that Horses to be selected for the Auction must adhere to, and these criteria may be changed by BHS at its discretion from time to time. The additional provisions of these General Auction Conditions - Part D and Part E – elaborate on these criteria and specify how the selection at a particular Auction is made.
1.11. BHS has the right at all times to refuse a Horse/Foal to be admitted to the Auction, without stating reasons, even if the Horse had previously been selected for the Auction. BHS is never required to compensate the Seller for any costs incurred, on any grounds whatsoever, in connection with Registration and / or selection.
1.12. BHS shall never be obliged, on any basis whatsoever, to reimburse costs incurred by Seller in connection with the Registration and/or selection.
1.13. The terms imposed on a Horse, Registration and Seller by BHS in the context of the Auction are solely made in the interest of properly conducting the Auction.
2. FEES AND PAYMENT OBLIGATIONS FOR THE SELLER
2.1. Non-refundable all-in Registration fee is applicable to each Lot that is registered and is accepted for the Auction. The fee is payable directly to BHS based on the invoice that will be issued to the Seller immediately after acceptance confirmation. The fees are as follows:
· Horses of 4 years old and above: EUR 100 excl 21% VAT per one entry
· Broodmares, Yearlings or Ponies 75 EUR excl. VAT per one entry.
· Foals/embryos/semen: 50 EUR excl. VAT per one entry.
2.2. The Registration Fee is payable before the Lot is being published in the Online Auction catalogue, and Seller is bound by the General Conditions and the Seller Conditions. If the Seller fails to pay the Registration fee within its due date, BHS has the right to withdraw the acceptance of the Lot, the Lot will not be published in the Online Auction catalogue and will not enter the Auction.
3. GUARANTEES AND INDEMNIFICATION
3.1. Seller guarantees to the Buyer as well as to BHS:
3.2. The Buyer shall indemnify BHS against claims made by the Buyer and/or a third party (or parties) arising from Seller’s failure to comply with the guarantees referred to in this article or any other claim by third parties.
3.3. If it becomes evident that prohibited substances were administered to a Horse, the Seller shall be obligated to take back the Horse immediately. All costs connected to this shall be borne by Seller. Seller shall remain obligated to BHS to fulfill all its payment obligations arising from the Agreement and these General Auction Conditions, to the extent that these relate to compensation for BHS.
4.1. A horse put up for an Auction will always be sold, unless there’s no bid for it. If no bid is placed, the Seller must buy back the Horse for the opening bid. In that case, the opening bid will be considered the Auction Price.
4.2. A Seller that buys back a Horse that they themselves offered at Auction will also be considered a Buyer.
4.3. If the lot is bought back by the Seller there are no additional selling costs/commissions for the Seller.
4.4. If the lot is bought back by the Seller at a higher price than the Opening bid, a repurchase fee of 5% of the final Auction price is payable to BHS. BHS will invoice Seller the final fee amount immediately after the Auction is closed.
5. NON-PARTICIPATION TO AUCTION BY REGISTERED HORSE
5.1. If a registered Lot – a Horse/Foal, Embryo or Semen – does not participate in the Auction and the Seller does not report this or has not withdrawn the registered Lot at least seven (7) calendar days prior Auction start, the Seller shall owe to BHS, in addition to the Registration Fee, a penalty of EUR 1,000.00 per Horse/Foal, and EUR 500 per Embryo and/or Semen straw, which cannot be offset, immediately and without notice of default being required.
5.2. The penalty referred to in paragraph 5.1. of this article does not apply in the event that a Lot is unable to participate in the Auction. Only if the Seller can demonstrate, by submitting a veterinary report from a licensed veterinarian, that the Horse/Foal, Embryo and Semen is unable to participate in the Auction, the penalty referred to in paragraph 5.1. of this article will not apply.
5.3. BHS may at all times refuse the non-participation of a Lot in the event of a failure to comply with the aforementioned requirements or on other grounds, to be determined by BHS. BHS is never obligated to pay compensation of any damage and/or costs to the Seller arising from or as a result of a decision within the meaning of this paragraph.
5.4. Seller has a right to withdraw its horse from the Auction 10 days before the auction live date, by notifying BHS in writing (via email or a letter). In case of a withdrawal, the Auction registration fee as stated in Article 2.1. of these Terms and Conditions will not be refunded.
6. PAYMENT CONDITIONS AND TRANSFER OF THE PURCHASE AFTER THE AUCTION
6.1. As an intermediary, BHS has the Buyer with the highest bid to fill out and sign a Purchase Contract and then requests the Buyer for full payment, on behalf of the Seller.
6.2. No horses may be transferred to the Buyer or transporter or other third parties before BHS has confirmed in writing that the full payment has been verified on the BHS’ account.
6.3. BHS will attempt to collect the amount due from the Buyer within 30 days after the auction. However, BHS is not responsible for the collection or cannot be held liable if this collection appears to be impossible for whatever reason. The Seller explicitly acknowledges and accepts that BHS is not liable for the inability to trace the identity of the Buyer, or for non-payment by the Buyer.
6.4. After receiving the full payment from the Buyer on BHS bank account, BHS then sends the Seller and the Buyer the contact details of both parties in regards to making an appointment for the transfer/delivery/collection of the Horse/Foal.
6.5. In case if the Buyer is a legal entity, the Seller will have to provide a final sales invoice on Buyer’s name. In case of a private sale, the Seller will draw up a Sales Agreement between Seller and Buyer.
6.6. The delivery/collection of the horse and the transfer take place at the expense, risk and responsibility of the buyer and seller according to their mutual agreement. The Seller provides the assistance that may reasonably be expected and takes care of the lot up to and including collection, as befits a good custodian.
6.7. BHS transfers the final Lot sales amount to the Seller within 30 days after a written proof of transfer of the horse, its passport and invoice to the Buyer has been received.
6.8. After the auction is closed, BHS does not publish any public lists with prices and/or individual names of Buyers or Sellers.
GENERAL TERMS AND CONDITIONS – BALTIC HORSE AUCTION
PART C – Additional Provisions for Bidders/Buyers
In case the Participant in the Auction is a Bidder/Buyer, they will be subject to the General Provisions for the Bidder/Buyer as included in this Part C of the General Terms and Conditions, as well as the General Provisions, as included in this Part D and Part E of the General Terms and Conditions.
1. BIDDING AND ENROLLEMENT
1.1. Bidder is obligated to abide by the instructions and directions given by or on behalf of BHS.
1.2. BHS reserves the right to refuse or unilaterally terminate the enrollment for an Auction and (further) participation of a Bidder at its discretion.
1.3. Enrolment in the manner prescribed by BHS is required to participate as a Bidder in the Online Auction. Before participating in the Online Auction, a Bidder must register on the auction platform of the Auction Website. Bidder will be provided with a strictly personal username and password allowing access to the bidding system. Bidder is responsible for all actions that occur at an Online Auction arising from the use of Bidder’s username and password. Bids will be placed digitally. The highest bid for each Lot – a Horse/Foal, Embryo or Semen – will be listed on the Auction Website.
1.4. Participation in the auction indicates that the Bidder / Buyer unequivocally and unreservedly agrees with these Terms and Conditions of the Auction and the following additional costs:
· Auction Fee in the amount of 7.5% of the final amount of the Auction (plus Value Added Tax, which is applied at a rate of 21%) due to BHS (“Commission Fee”);
· And Value Added Tax, which is applied to the final amount of the Auction at a rate of 21% (if applicable under the jurisdiction of the Seller and the Buyer).
1.5. A bid placed by the Bidder shall constitute a purchase offer to the Seller. A Bidder is bound by a bid that is deemed irrevocable and unconditional. Any Bidder who places a bid shall be considered to be bidding or buying for himself and shall be personally bound to BHS and (after the Award) towards the Seller for any obligations arising from its bid to BHS and the Seller. This also applies if the Bidder who places a bid declares to do so on behalf of a third party.
1.6. Incoming bids are prioritized strictly in order of the time in which they are entered.
1.7. Bidder cannot rely on bidding errors, typos, or mistakes when placing a bid in the Online Auction. The Bidder will accept any special circumstances that can be part of an Online Auction, including technical errors which prevent timely bidding. Without prejudice to the provisions in Article 10 of the General Terms and Conditions, BHS shall never be liable towards Bidder for damage resulting from the provisions in this paragraph.
1.8. The applicability of any general terms and conditions of the buyer is
1.9. If the Bidder has made the highest bid during the Auction, but it was below the target price of the Auction item, then such a bid does not provide the Bidder with the right to purchase the Auction item. However, the promise made is binding on the Tenderer and the Seller may decide to accept the promise in accordance with the General Terms and Conditions.
1.10. The Bidder and the Buyer undertake not to disturb the normal course of the Auction, not to carry out unauthorized interference in the operation of the Auction Platform and the IT system. The Buyer undertakes not to take actions to circumvent the BHS Auctions, including the prohibition of price agreements with other Bidders, offering the Buyer direct purchase of the Auction Item, etc.
1.11. It is not allowed to use automatic tools to participate in the auction, make bids or collect and obtain information from the Auction website.
2. BUYER IDENTITY VERIFICATION
2.1. BHS is entitled to verify the identity of the Applicant and the Buyer, respectively, before and after concluding the Purchase Agreement. This check assesses the identity of the Buyer in accordance with applicable laws (including, but not limited to, anti-money laundering and sanction laws). The Applicant / Buyer is obliged to ensure reasonable cooperation and provision of the necessary information during such inspection.
2.2. At the end of the Auction, the Purchase Agreement of the Horse, Foal, Embryo or Seed to be sold at the Auction shall be completed and signed by the Buyer or a person who remotely performs bidding on behalf of the Buyer, indicating all necessary information. This information serves as the basis for the above-mentioned identity verification carried out by BHS both before and after the Auction.
2.3. Failure to provide complete and timely information to BHS may be grounds for cancellation of the Tenderer's Price offer (promise), as well as further prohibition to participate in the auctions organized by BHS. In this case, any payments made by the Applicant or the Buyer will not be refunded.
2.4. The Buyer ensures that the funds used to pay for the Auction Item and BHS services are legal. The buyer is liable for losses and consequences if the funds used for payment are frozen, confiscated or criminally obtained. If BHS or the Seller's credit institution has requested additional information in connection with anti-money laundering and anti-proliferation financing regulations or compliance with international or national sanctions, the Buyer shall cooperate and immediately provide the credit institution with all necessary information.
2.5. BHS has the right to request, and the Buyer undertakes to submit immediately upon BHS's request the information and documents required by BHS to secure the Auction, transfer ownership of the Auction subject or fulfill the obligations imposed by law, including but not limited to the Buyer's research.
3. RESOLUTIVE CONDITIONS FOR THE BENEFIT OF BHS
3.1. The Purchase Agreement shall be effected under the resolutive condition that, if the verification as described in Article 2 shows that the sale to Buyer - on the basis of, among other things, sanctions legislation - does not qualify as a sale to an honorable Buyer, BHS may dissolve the Purchase Agreement (on behalf of the Seller). This resolutive condition must be invoked within 10 working days after the Auction, or - whichever is later - within 5 working days after the date of payment of the Purchase Price by the Buyer, by means of a written notification from the BHS to the Buyer with a copy to the Seller. Seller has granted BHS an irrevocable authorization to that effect.
4. TERMINATION OF PURCHASE AGREEMENT
4.1. If the Seller or Buyer dissolves, annuls or otherwise alters the Purchase Agreement (other than by virtue of the Right of Revocation), the Buyer shall remain liable to BHS for the Auction Costs fee, and the Seller shall remain liable to BHS for the Registration Fee, without prejudice to any other rights of BHS in such a case.
5. OTHER APPLICABLE CONDITIONS
5.1. The Buyer undertakes to accept the Auction item in a timely manner and to inspect it within the time period specified in the Auction events.
5.2. The Bidder or the Buyer shall immediately notify BHS if it has reason to believe that the information published on the Auction website or provided by the Seller is incorrect, or the malfunction of the Auction website is observed.
5.3. The Buyer shall cover all taxes and fees related to the transfer of the Auction Item, including expenses for mandatory inspections of the Auction Item and taxes payable on the import of goods.
GENERAL TERMS AND CONDITIONS – BALTIC HORSE AUCTION
PART D – Additional Provisions Horses and Foals
In the event of a Horse and Foal enrolment to the Auction, in addition to the General Terms and Conditions, the specific, additional provisions, as contained in this Part D of the General Auction Conditions, shall apply.
1.1. The Horses registered for the Auction must be:
1.1.1. free of observable faults, including but not limited to stable vices, unless notified prior to the sale, such as air sucking, systematic weaving, box walking or crib biting and was not denerved, intubated or otherwise operated on or treated for defects in the airways,
1.1.2. have been deemed acceptable by a recognized inspection veterinarian during a sport inspection, from which the Seller shall submit a veterinary report to the BHS when registering the Horse of Foal for the Auction.
1.2. All adult Horses in the Auction must be:
1.2.1.examined clinically (within 45 days before the auction);
1.2.2.in relation to sports horses – examined radiographically (within 12 months prior to the auction) and they must be approved for the sport recently.
1.2.3.in order with the basic vaccinations and free of contagious diseases such as glanders, fungus, for which a respective veterinarian remark should be made in horse’s passport.
1.3. All Foals should be:
1.3.1.free of observable defects, including (but not limited to) stable vices;
1.3.2.have been clinically examined for abnormalities of the eyes, heart, lungs, teeth, and, if a stallion is involved, the genital organs;
1.3.3.a veterinary report of the veterinary clinical examination should be submitted to BHS when registering the foal for the Auction.
1.4. If there is no inspection yet for the Horse in question, this must be done by order and at the expense of the Seller, by a freely selected veterinarian. The inspections and reports should be forwarded to BHS for publication (preferably in English) in the online Auction catalogue.
1.5. Medical examinations (clinical report, radiographic examination report and images’ set) must also be submitted in time and in full by e-mail or WeTransfer (https://wetransfer.com) in a standard digitally readable format (jpeg, png, pdf, dicom). If inspections/xrays have not yet been made, please inform us at email@example.com for an alternative solution.
1.6. It is a sole responsibility of the Seller to check the accuracy of Horse/Foal data submission and to confirm that all information is true and correct. The Seller is liable to verify the online Auction catalogue entry after the Horse/Foal has been published, and to inform BHS in a timely manner should there be any errors. BHS cannot be held accountable in any way for possible errors, omissions, or lack of information about the condition of a Horse/Foal that might hypothetically influence the course of Auctioning for a particular Lot.
1.7. The Seller is liable to provide correct business details, such as but not limited to, juridical status, company or personal details, state registration number within local jurisdiction, VAT status, and any other details or references that BHS may request during the process of registering the submitted Horse/Foal for the Auction.
1.8. Seller remains responsible for care and supervision of the Horse after Registration for the Auction.
1.9. Try-outs for ridden sports horses may need to be arranged, before the Auction starts, in which case the BHS will contact the Seller and agree on date, time and location for the trial, and the Seller will facilitate the trial as requested by the BHS to the best of his ability.
1.10. The Seller is responsible for providing adequate supporting sales material about its Horse/Foal, such as but not limited to presentation photos, videos, pedigree, competition results and other relevant information, to compile a complete and truthful representation of the Horse/Foal.
2.1. The Buyer is obliged to take possession of the purchased Lot at the place and time as specified by BHS/Seller, within 10 days after the auction, on presentation of a valid proof of identity but not before the Buyer has settled all full purchase amounts as stipulated in Article 7.4. of the General Terms and Conditions Part A.
2.2. The costs for transport and possible associated costs such as health certificates, Traces, blood tests or quarantine are at the expense of the Buyer.
2.3. The delivery of the purchased Horse will take place by acceptance of the Horse at Seller’s premises or the (stable) address indicated by Seller, unless otherwise agreed between Seller and Buyer.
2.4. The delivery of a purchased Foal will occur by delivery by the Seller to the Buyer at a time to be agreed on by Buyer and Seller. The delivery of a foal will take place upon the foal reaching the age of 5 months but no later than after a foal is 5.5 months old. Buyer shall not owe any compensation to the Seller for the period until delivery.
3. RISK TRANSFER
3.1. Any risks related to the purchased Lot shall be transferred to the Buyer immediately after the Auction Award has been confirmed, and any responsibility and liability, as well as all risk factors are transferred to the respective Buyer. The Buyer shall indemnify BHS and Seller from any claims brought by third parties.
3.2. In the event of an Online Foal Auction, the risk of the Foal transfers as follows:
3.2.1. if there is a Purchase Agreement regarding a Foal that is 5 months or older at that time, the risk of the foal shall transfer to Buyer at the time of actual delivery, on the understanding that the foal shall be delivered to Buyer no later than two weeks after the Online Auction (at which time the risk shall pass to Buyer at the latest). Therefore, as of the moment of delivery, the risks of the foal, including all (financial) responsibilities and liabilities, transfer to the Buyer.
3.2.2. if there is a Purchase Agreement in respect of a Foal that is younger than 5 months at the time of the sale, then the Foal shall not be delivered until the Foal has reached the minimum age of 5 months and the risk of loss and/or of damage to and/or caused by the auctioned/purchased foal shall remain with Seller up to an age of 5 months and with Buyer after an age of 5 months. Without prejudice to the foregoing, Seller shall be obliged to leave a sold foal with its mother until the age of 5 months without any compensation being due to Buyer and Seller shall be obliged to have the foal delivered to Buyer before the foal is 5.5 months old.
3.3. Without prejudice to the other provisions in these General Terms and Conditions, Buyer and Seller shall indemnify the BHS against all claims by third parties relating to the non- compliance with the provisions of Article 3.