NOTICE TO BIDDERS

TERMS AND CONDITIONS OF SALE

                         

 

The horses described in this catalog are presented for sale by South Florida Sales Company, LLC (the ACompany@ or ASouth Florida@) on

the following terms and conditions and announcements made from the auction stand or otherwise. Making a bid evidences your acceptance of

and agreement to these terms and conditions and announcements:

 

AS IS:

 

ALL HORSES ARE SOLD AS IS.  IF YOU DO NOT AGREE TO THAT ESSENTIAL RULE, PLEASE DO NOT BID ON ANY HORSES. The buying and

selling of horses, especially horses purchased to serve as racehorses or broodmares, inevitably involves substantial risk.  AS A BIDDER,

YOU AGREE TO ACCEPT THAT RISK.  THE COMPANY ACCEPTS NONE OF THAT RISK. IF YOU CANNOT ABIDE BY THESE RULES,

PLEASE DO NOT BUY ANY HORSES AT THIS SALE.

 

PAYMENT TERMS:

 

(a) Cash. Unless other terms have been expressly authorized by the sale manager, all sales are for cash (United States currency, wire transfer,

cashier=s or certified check). Personal or business checks may be used if approved in advance by the sale manager and payable to

South Florida Sales Company, LLC.  Payment must be made within thirty (30) minutes after the fall of the hammer.

 

Pay the cashier in all cases. In no event should any part of the purchase money be paid by the buyer directly to the consignor or any other person. 

No part of any payment made by the buyer to the consignor or any other person will be credited to the purchase price and consequently

no such payment will entitle the buyer to obtain any horses.

 

(b) Credit. In limited circumstances, the sale manager may approve in advance  credit for specific purchases.  In instances where credit has

been approved by the sale manager, bidders are cautioned that approval of credit is for specific transactions only; therefore, approval

of credit for prior sales or transactions does not establish credit for purchases at subsequent sales or transactions.

Bidders must clear outstanding accounts and establish credit at this sale prior to bidding.

 

(i) Credit Terms. Terms of all credit sales (except as set forth in paragraph (v) below) shall be payment in full within fifteen days of the sale. 

Any purchase not paid for in full within fifteen days after sale shall be subject to a late payment penalty of 12% per month (compounded monthly)

from the last day of sale on all accounts owing at fifteen days until such lots have been paid in full.  In the event legal action is required to

collect past due amounts, all costs and expenses of such action shall also be the obligation of purchaser and shall be added to his account. 

Expenses of caring for horses purchased shall also be added to the account.  No papers will be released until the total account has

been settled in full.  South Florida reserves the right exercisable by South Florida in its sole and exclusive discretion, which shall be final and

binding upon all parties, to (1) refuse to extend credit to purchasers who have unpaid accounts from previous South Florida or other

sales, or (2) refuse the opportunity to bid or refuse to accept the bid of a purchaser who has an unpaid account from a previous sale or

who has not established his credit with South Florida, or (3) require either collected funds to be on deposit with South Florida or an

irrevocable letter of credit acceptable to South Florida, or any combination of the foregoing. South Florida retains the right, at any time and

for any reason, including but not limited to South Florida’s arbitrary determination, to revoke any credit previously established and to

impose such terms as it may deem appropriate.  Bidders are cautioned that, as stated in subparagraph (b) immediately above,

the fact that they may have been granted credit at a prior sale does not mean they automatically have credit at this or future sales. 

Credit must be re-established at each sale.

(ii) Insurance. All purchases made on an approved credit basis must be insured by purchaser on full mortality basis for the benefit of South Florida.
                        Accordingly, ASouth Florida Sales Company, LLC@ shall be named loss payee on all insurance policies covering the purchased horse(s) until
                        the horses have been paid for in full.  The policies shall provide for not less than thirty (30) days= advance written notice in the event of
                        cancellation or any amendment thereof. Purchaser hereby appoints the Company as its attorney in fact to endorse any draft for
                        proceeds thereof on purchaser=s behalf. The cashier will not release the order for delivery of the horse until evidence of this insurance is delivered to
                        the cashier. In the event purchaser fails to comply with this requirement or coverage lapses, the Company may secure such insurance at purchaser=s expense. 

(iii) Security Agreement. All extensions of credit are on a secured basis.  Execution of the confirmation of sale slip by the buyer evidences
                        buyer=s agreement to attachment of a purchase money security interest in and lien upon the horse purchased, its USTA certificate of registration,
                        any applicable stallion mating certificate and any products and proceeds thereof, in favor of the Company to secure payment of all amounts due
                         hereunder and acknowledges the Company=s right to exercise any rights and remedies of a secured party under the Uniform Commercial Code,
                        including the rights to repossess and to resell the horse.  In addition, purchaser hereby appoints Company as its attorney-in-fact to prepare, execute,
                        and file any financing statements or other documents necessary to perfect or enforce the security interest created herein.

(iv) Transfer and judgment in event of default. In the event of nonpayment by purchaser hereunder, purchaser (by execution of the
                        confirmation of sale slip) agrees: that the Company, by its attorney or by the prothonotary or clerk of any court, may appear for purchaser
                        and confess judgment against purchaser in favor of the Company for the amount due plus cost of suit and other actual collection costs; and the
                         purchaser hereby irrevocably appoints the Company its attorney in fact to execute on behalf of the purchaser any document, including a USTA
                        transfer slip, for transfer of ownership and/or registration of the purchased horse to the Company or its designee. By so agreeing, purchaser authorizes
                         the Company to obtain a judgment against purchaser or transfer the purchased horse without purchaser=s prior knowledge or consent and without an
                        opportunity to raise any defense, set-off or counterclaim.  In the event that South Florida institutes any collection action against purchaser arising from
                        this transaction, purchaser agrees to pay all cost incurred by South Florida as a result of such collection action, including but not limited to filing fees
                         paid to various offices at the courthouse, ancillary charges such as service costs and stenographic fees, and reasonable attorney's fees, which term
                        shall mean the greater of actual attorney fees, $2,500.00, or ten percent (10%) of the amount owed by purchaser to South Florida. 

(v)  Arrangement with Consignor.  If a purchaser and consignor make a separate credit arrangement, it is their joint responsibility to present written
                        confirmation of this arrangement, signed by the consignor, to South Florida.  South Florida must have possession of the written confirmation before the
                        conclusion of the sale.  If written confirmation is not received by South Florida before the conclusion of the sale, the purchase price plus any late payment
                        penalty or other costs or expenses of collection will be the sole responsibility of the person signing the confirmation of sale slip and immediately due and
                        payable to South Florida.  In any event, South Florida shall have no responsibility regarding enforcement of separate purchaser-consignor agreements.

(vi)  Disclaimer of Implied Duties.  South Florida’s duties and obligations shall be strictly limited to those that these Terms and Conditions expressly
                        impose on South Florida.  All other duties and obligations, including fiduciary and other duties that the operation of law might otherwise impose on
                        South Florida, are hereby expressly disclaimed.

(c) Payment Procedure.

(i) Checks. Payable in U.S. funds.  Personal checks will be accepted at this sale with proper identification and prior approval by the sale manager only.
                        Persons planning to purchase horses for the first time with the use of personal checks should present letters of introduction from their banks. 
                        Prospective purchasers may save time, trouble and expense by using currency or bankers checks drawn on banks acceptable to the Company.

(ii) Exchange Rates. Foreign currency and foreign drafts are subject to discount as exchange rates fluctuate.  Purchasers should, therefore, obtain
                        for use current United States funds.

(d) Release of horses. Upon and only upon final payment to the cashier or approval of credit for the horse, the cashier will issue an order which shall
                be presented by the buyer to the stable manager for delivery of the horse. Buyers are cautioned not to lose these orders, as they entitle bearers to possession
                 of the purchased horse.

(e) Release of Registration Papers.

If payment is made at the sale by purchaser in cash, wire transfer, or cashier’s check, and if registration papers are available, registration papers
                will be delivered to purchaser upon payment in full. 

If payment is made at the sale by purchaser with a personal, business, or certified check approved by the Sale Manager or if registration papers are not yet available, after payment for purchaser's full account has cleared and registration papers become available, registration papers will be mailed to purchaser at the address provided by purchaser.  To expedite your receipt of the registration papers, please have your bank provide written confirmation that your check has cleared your account, listing the name, hip number, and purchase price.

If credit is extended to purchaser at the sale as described above, after payment for purchaser’s full account has been received by the Company and has cleared, registration papers will be mailed to purchaser at the address provided by purchaser.

Notwithstanding anything else in these Terms and Conditions, if purchaser buys a whole or part interest in one or more horses at the sale
  (whether through individual or entity capacity), no registration papers will be released until payment for all interests in horses purchased by purchaser has been
   received by South Florida Sales Company, LLC and has cleared.

THE CLASSIC SERIES:

All yearlings sold at this sale will be eligible to The Classic Series (the ASeries@). The complete conditions of the Series (the AConditions@) are available
                from the Sale Company.

Pursuant to the Conditions, in addition to the final bid price, all buyers of yearlings at this sale (regardless of whether or not the buyer desires eligibility to the Series)   
  will be required to pay a nomination fee of one half of one percent (0.5%) of the bid price, which will be collected by the Company at the time of payment of the purchase
  price and forwarded to The Classic Series, Ltd., sponsor of the Series, or its designated agent. This amount shall be considered part of the purchase price and subject
  to all other payment terms contained in these terms and conditions of sale.  Payment of the nomination fee will not be excused for any reason and a default on payment
  of the nomination fee shall constitute a default in payment of the purchase price.

If an event in the Series for which the purchased yearling is eligible is not raced for any reason, the nomination fee will not be returned to the buyer unless
  the buyer qualifies for a refund under the limited terms of the Conditions for the Series, as amended from time to time.

BIDS AND BIDDING:

(a)  South Florida specifically reserves its right to exclude any persons whomsoever from the auction area and all premises or lands controlled by South Florida. 
  In addition, notwithstanding any contrary provisions of these Terms and Conditions (if any), South Florida further reserves the right to refuse to accept, to reject, or to ignore
  any bid(s) from any person whomsoever, or to take any combination of these actions, even if credit has been approved or even if payment has been tendered or
  may be believed to be forthcoming.  Neither exclusion of persons nor refusal, rejection, or ignoring of bids shall be based on race, sex, color, or creed.  By accepting
  the license granted by South Florida to the public to attend this sale, each individual agrees to be bound by this condition of sale.

                (b)  Title.  The highest bidder shall be the purchaser when a horse is struck down to him.  Title passes to the purchaser at the fall of the auctioneer’s hammer,
  at which time purchaser assumes all risks, responsibility, obligations and expenses relating to the horse.

(c) Resolution of Disputes. If any dispute arises, the auctioneer shall immediately resolve it and his decision shall be absolute, final and binding on all parties.
  The Company and the auctioneer reserve the right to reject any and all bids and may refuse the opportunity to bid to any person.

Horses at this sale are offered and sold under the laws of the State of Florida regarding auction sales.  Pursuant to those laws, the right to bid is reserved
  for all sellers unless otherwise announced at the time of sale. The Company cautions all persons against bidding unless they are prepared to comply with these 
  terms and conditions and the law of Florida.

If a horse is put up for sale a second time, owing to the dereliction of a bidder, the horse will be sold by the auctioneers at their discretion and the
  derelict bidder will be liable for a ten percent commission charge by the Company on the amount of the second sale, any shortfall in price between the first and
  second sale, and any other liabilities specified by law.  In addition, prior to such second sale, the Company may require the derelict bidder to post the first purchase
  price as security for the second sale.  The same procedure shall apply if the horse is put up for sale again, owing to the dereliction of a bidder at the second
  sale or any subsequent sale.

(c) Designation of Agency.  Persons acting as agents must file with the sales manager letters of authorization from their principal stating the agent is
  acting on the principal=s behalf and that the principal will be responsible for agent sales or purchases.  South Florida reserves the right to refuse to recognize 
  any proffered letter of authorization for any reason, including its own arbitrary decision.  An individual who is the successful bidder for a horse and has not filed
  letters of authorization accepted by South Florida becomes the purchaser of the horse, personally responsible for payment and all other conditions
  relating to purchasers.  Because of inherent uncertainty, other representations of agency will not be recognized.

(d) Execution of Confirmation of Sale. Upon the fall of the auctioneer=s hammer, the successful bidder shall execute a confirmation of sale (a copy of
  which is reproduced following  the Terms and Conditions for your information).  In the event a person other than the successful bidder (as determined
  by the auctioneer) executes the confirmation of sale, that execution shall not impair the rights of the successful bidder.

In addition to recognition and agreement to the security interest in favor of the Company, the ability of the Company to endorse insurance proceeds 
  drafts and registration papers, and entry of judgment by confession, by executing the confirmation of sale slip, purchaser agrees that service of any notice, process or
  pleading in any action or proceeding arising out of or in connection with the sale of any horse hereunder is properly made if a copy of said notice, process or
  pleading is mailed to purchaser at the address set forth on the confirmation of sale slip, by certified mail, postage prepaid, return receipt requested or overnight
  courier and purchaser hereby consents that any action or proceeding against it be commenced and maintained in any court of the Company=s choice by service of process
   as set forth above; and purchaser agrees that court chosen shall have jurisdiction and venue shall be proper  with respect to the subject matter hereof and the
  person of the purchaser. Notwithstanding the foregoing, the Company, in its discretion may also initiate proceedings in the courts of any other jurisdiction in which
  purchaser may be found or in which any of its properties may be located.

CHALLENGES:

All purchasers shall fully inspect each horse that they may purchase immediately after the fall of the hammer.  If any condition, alleged warranty, or representation is challenged, the matter must immediately be reported to the Sale Manager who shall have the sole right of appointing a person to make examination to determine whether any such condition, alleged warranty, or representation has been breached.  The decision of the referee so appointed
   (and no other) shall be binding upon both the consignor and the purchaser.  The Company shall incur no liability from either party due to such decision.  Thereafter, and in no event after the conclusion of the sale session at which the horse was sold, no other condition, alleged representation, or warranty may be challenged.  Purchasers that fail or refuse to inspect for any reason, including a lack of opportunity for inspection, purchase the horse at their own risk.

In all cases of disputes, purchaser shall deposit the fee of the referee with the cashier=s office. If the decision is in favor of the consignor, purchaser must
   pay the referee=s fee. If the decision is in favor of the purchaser, consignor must take back his horse (in conformity with the agreement of entry) and pay the referee=s
  fee and commission on the sale.

If no party is willing to take possession of the horse that is the subject matter of the controversy, all interested parties agree that South Florida may take all such
 steps as it deems advisable in the maintenance and care of such horse including, without limitation, board, veterinary care, and any other reasonable expenditures. 
  Furthermore, South Florida shall have the sole discretionary right, but shall be under no obligation, to sell the horse in controversy at any sale, public or private, and upon
  such terms and conditions as South Florida may deem appropriate.  South Florida has sole discretion as to making any announcements concerning the condition
  of the horse prior to resale.  Such sale may be made, in the sole and exclusive discretion of South Florida, with or without notice to the consignor or purchaser.  All costs
   and expenses shall bear interest at the Wall Street Journal prime rate as of the day of sale, and the party ultimately determined to be the owner of the horse in
  controversy shall reimburse South Florida for costs and expenses plus interest thereon.  If the horse should be resold, all parties agree that South Florida shall be
  reimbursed first for all expenses it has incurred in the care of such horse and its legal expenses with the balance, if any, to be paid, to the consignor.