Online auction terms & conditions

View our Irish terms and conditions here.

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Godolphin Ireland Limited (Company number: 87955)
Online Auction Terms and Conditions of Sale of Nominations and/or Breeding Rights

(for Irish-based stallions)

1. INTRODUCTION

1.1 These are the terms on which Godolphin Ireland Limited (company number: 87955) (“we”, “us”, “our” etc) will auction a limited number of certain Nominations and Breeding Rights in respect of a Stallion owned or part owned or managed by us through our Auction Website.

1.2 These Terms apply to all persons participating in an Auction via our Auction Website (“you”, “your”, etc). By logging into, registering, placing any bid or otherwise using the Auction Website you agree to adhere to these Terms and the User Agreement.

1.3 We may amend these Terms at any time by posting an amended version of these terms on the Auction Website. All participants in Auctions and users of the Auction Website, including users who have already registered, will be bound by the latest version of these Terms.

1.4 Use of the Auction Website is subject to the User Agreement, as well as these Terms. You should ensure that you read the User Agreement and these Terms thoroughly before using the Auction Website and/or participating in an Auction. In the event of a conflict between the User Agreement and these Terms, these Terms shall prevail.

1.5 Our registered number is 87955 and our registered office is located at c/o Deloitte, 29 Earlsfort Terrace, Dublin 2, Ireland. Our VAT number is IE4690146R. Should you wish to contact us in connection with an Auction you may do so by e-mail to [email protected].

1.6 In these Terms:

1.6.1 the singular includes the plural and vice versa;

1.6.2 references to persons includes bodies corporate, unincorporated associations, governments, states, partnerships and trusts (in each case, whether or not having separate legal personality);

1.6.3 any words following the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.7 These Terms are made only in the English language.

1.8 Defined terms used in this clause 1 have the meanings set out in clause 2 below.

2. DEFINITIONS

2.1 The following terms have the meanings set out below in these Terms:

Auction:

a timed online auction of a Lot, on, and subject to, these Terms.

Auction Website:

the bidding platform located on our Website that allows bidders to bid through the internet on live Auctions. Use of the Auction Website is at all times subject to our User Agreement.

Breeding Right:

the right (subject to these Terms and the Breeding Right Agreement) to present one mare for covering by the listed Stallion, during each season, for as long as the Stallion is owned or managed by Godolphin.

Breeding Right Agreement:

the Darley standard form of lifetime breeding right agreement incorporating the Thoroughbred Breeders’ Association Standard Terms. The terms of the Breeding Right Agreement are incorporated herein by reference and can be found here.

Lot:

means a Nomination or a Breeding Right (as applicable) listed on the Auction Website as a lot to be sold.

Nomination:

the right (subject to these Terms and to the Nomination Agreement) to breed one thoroughbred mare to the listed Stallion in the covering season specified in an Auction, which is owned or part owned, or managed by us.

Nomination Agreement:

our standard form of Nomination Agreement (Special Live Foal) incorporating the Thoroughbred Breeders’ Association Standard Terms. The terms of the Nomination Agreement are incorporated herein by reference and can be found here.

Stallion:

a male horse at stud, as detailed in the relevant Auction which is owned or part owned, or managed by us.

Terms:

means these terms and conditions as they may be amended by us from time to time.

User Agreement:

means our website terms of use contained in our Website Disclaimer together with our Cookie Policy which apply to any use of our Auction Website and/or our Website, copies of which can be found here and here.

Website:

our website at www.darleyeurope.com.

Winning Bid:

has the meaning given in clause 6.10.

Winning Bidder:

a bidder to whom a Nomination or a Breeding Right (as applicable) comprised in a Lot is allocated in accordance with clause 6.10 of these Terms and will include, for the avoidance of any doubt, anyone who purchases a Lot privately following the Auction.

3. PRE-REGISTRATION

3.1 Only persons over the age of 18, or entities, who are registered with us to use the Auction Website, who are acting for business purposes and not as a ‘consumer’ and who are capable of entering into a binding contract are allowed to bid in the Auctions. If you fail to meet these criteria, you must not bid. It is recommended that bidders register early to help ensure they are able to bid.

3.2 We reserve the right to request documentation such as: (i) proof of identity and references, including, without limitation a credit reference from your bank, (ii) invoice name and address and if a business we will also require documentation of the trading entity, (iii) ownership documentation of mares owned by you, (iv) references from your vendors or your boarding farm; and (v) any other information we may require in order to complete our client identification process.

3.3 Each registered person warrants and undertakes that the information provided during the registration process is true, complete and accurate and not misleading.

3.4 Any person registering details on behalf of another person (including any body corporate) warrants and undertakes that (i) they are duly authorised by that other person to bind them to these Terms; and (ii) an Authority to Act Form/Agent Authorisation Form has been completed and signed by you as the agent’s principal, and a copy of which will be provided to us. Please note that no commission will be payable for Breeding Rights or Nominations purchased via an auction.

3.5 Upon completion of registration we will issue a username and password. You must keep these details confidential, inform us immediately if any other person becomes aware of them, and log out from the Auction Website whenever appropriate. You will be responsible for the actions of any person logged into the Auction Website under your username.

3.6 We may, without giving any reason, refuse or revoke any registration and decline participation in an Auction to any person, at any time, in our sole discretion.

3.7 You acknowledge that you are bidding in a live Auction and you agree that each bid submitted is irrevocable and cannot be amended or withdrawn, even if submitted in error and notified to us. You accept full liability for all bids submitted during an Auction, including, without limitation, liability to pay in full and on time for any Auction that is the subject of a successful bid submitted from your account.

4. STALLIONS

4.1 Any information provided about a Stallion is believed true at the time of writing, but we provide no warranty in respect of the accuracy of, and accept no liability for any errors or omissions in that information. There is no term implied that any Stallion pursuant to a Lot is of merchantable quality or is fit for any particular purpose. Except to the extent expressly set out in these Terms, all terms, conditions, statements, warranties and representations, whether express or implied by legislation, common law, custom, practice or otherwise) are hereby excluded to the maximum extent permitted by applicable law. Each bidder must make such inquiries as they think fit and rely on their own judgement in relation to all matters affecting each Stallion, and for the avoidance of any doubt, all Nominations and Breeding Rights are to the maximum extent permitted by applicable law sold on an AS IS, WHERE IS, WITH ALL FAULTS BASIS.

4.2 All Nomination and Breeding Right Lots entered in an Auction are owned (in full or in part) and managed by us. However, if the ownership in full or part of a Stallion in respect of which a Lot has been entered in an Auction changes prior to conclusion of the Auction, we shall inform all bidders and interested parties by way of an alteration to the listing of the Lot on the Auction Website and shall not be required to give any further notice of such change.

4.3 To the maximum extent permitted by applicable law, we accept no liability for any loss resulting from any errors or omissions contained within the details included for a Lot or any Auction on the Auction Website.

4.4 We confirm that where a Stallion is only part owned or managed by us, we are authorised to Auction any Nominations and/or Breeding Rights in respect of that Stallion.

5. RESERVE PRICES

5.1 We may fix a reserve price for any Lot and we may revise any such reserve price at our discretion at any time.

5.2 Any reserve price is exclusive of VAT.

6. CONDUCT OF AUCTION

6.1 Each Auction shall begin and end, in respect of the relevant Lot, on the dates and times specified on the Auction Website, provided that we may shorten or extend the duration of any Auction as we think fit. If a new highest bid for a Lot is placed within the final two minutes prior to the scheduled conclusion of the relevant Auction, the Auction will automatically be extended for two minutes and this will be repeated until a period of two minutes has passed without a further bid being placed.

6.2 Each Lot shall be in respect of either a Nomination or Breeding Rights in respect of one Stallion only.

6.3 Bids may be placed via the Auction Website.

6.4 We may, without giving any reason, and at any time, reject or revoke any bid or refuse to accept the bidding of any person.

6.5 We reserve the right to withdraw any Lot from the Auction or alter the number of Auctions to be held on any date, without giving any reason.

6.6 Bidders are advised to monitor their bids throughout the Auction. We will endeavour to confirm receipt of a validated bid by sending an email and/or text message to the address provided by the bidder. If a higher bid is subsequently placed, we will also endeavour to communicate this to the under-bidder in the same way. To the maximum extent permitted by applicable law, we accept no liability in the event that these notifications are not received by the bidder or if the current highest bid is not displayed on the Auction Website.

6.7 No bid may be withdrawn once made, except with our written consent.

6.8 Each Auction shall be conducted in euro unless otherwise stated.

6.9 By placing a bid you irrevocably agree to be bound to purchase (as applicable) (i) a Nomination pursuant to the terms of the Nomination Agreement, at your bid price (plus applicable VAT) should you be a Winning Bidder in respect of the relevant Nomination; or (ii) a Breeding Right pursuant to the terms of the Breeding Right Agreement, at your bid price (plus applicable VAT) should you be a Winning Bidder in respect of the relevant Breeding Right.

6.10 Subject to Sections 6.4 and 6.5, the Lot offered in the relevant Auction will be allocated to the bidder who places the highest bid for that Lot, which is accepted by us and is equal to or greater than any reserve price for that Lot (each bidder who is allocated a Lot being a “Winning Bidder” for the purpose of these Terms and their bid being described as a “Winning Bid”). In the event of one or more equal bids, the priority of bids shall be determined in chronological order (with earlier bids deemed to be higher than later bids).

6.11 An email and/or text message will inform all bidders participating in an Auction of the outcome of the Auction in question. To the maximum extent permitted by applicable law, we accept no responsibility for the delivery to a bidder of this notification. The Winning Bid of each Auction will also be displayed on our Auction Website.

6.12 We will endeavour to display on the Auction Website, in respect of each Auction, the current highest bid (if there are no Winning Bids) or the current highest bid which would be a Winning Bid if the Auction were to end at that time. The Auction Website may, at our discretion, impose a minimum level at which a bid can be placed and/or a minimum bid increment. To the maximum extent permitted by applicable law, we accept no liability in the event that these notifications are not displayed on the Auction Website.

6.13 All bids are deemed to be exclusive of VAT.

6.14 Any dispute as to bidding will be resolved by us in our sole discretion. In our sole discretion, the disputed Auction may be put up again for auction and resold (subject to any reserve price).

6.15 We cannot guarantee that the Auction Website will be continuously available or that its security will not be compromised. We shall have no liability for any disruption in service or breach of security in connection with the Auction Website

7. WINNING, PASSING OF RISK AND TITLE

The following clauses apply to Auctions for Nomination Lots only.

7.1 All Nominations offered by Auction shall be on the terms of the Nomination Agreement. You must keep the Nomination Agreement confidential, not disclose it to any person without our written consent (except as required by law) and not use it for any purpose other than in connection with the Auction. Nominations shall be for the mare specified by the bidder and may not be assigned or transferred other than in the circumstances set out in the Nomination Agreement. Any mare bred on a Nomination must be eighteen years of age or younger at the time the mare is covered, must have had at least one live foal in the previous two breeding seasons in which the mare was covered and must otherwise be eligible pursuant to the terms of the Nomination Agreement.

7.2 If you are a Winning Bidder of a Nomination Lot, you agree to execute and deliver a written or digital form of the Nomination Agreement to us within seven days of placing the Winning Bid; otherwise, we have the right to reject the Winning Bid, in our sole discretion. A Winning Bidder shall have no right or interest in or to the Nomination until the Nomination Agreement is executed by us and the Winning Bidder and the Winning Bidder’s entitlement to exercise the Nomination shall be subject to compliance with the terms of the Nomination Agreement, including the payment provisions therein.

7.3 The nomination fee under the Nomination Agreement shall be the amount of your Winning Bid, plus applicable VAT. The Winning Bid will be payable to us in accordance with the terms set out in the Nomination Agreement. You acknowledge and agree that a Winning Bid may be less than or greater than the actual or advertised nomination fee for which we sell Nominations. An Auction is not an exclusive offer for any Nomination, and we may continue to sell, before, during or after an Auction, Nominations at a price determined by us, in our sole discretion, which may be less than or more than a Winning Bid.

7.4 In the event that payment of the Winning Bid is not received under the agreed terms, we will endeavour to collect the debt by whatever means are deemed appropriate.

7.5 To the extent that there is any conflict or inconsistency between the Nomination Agreement and these Terms, these Terms shall prevail.

7.6 These Terms, the Nomination Agreement and the Nominations are subject to any applicable law. Neither party shall be liable to the other for any act or omission required in order to comply with applicable law.

The following clauses apply to Auctions for Breeding Rights Lots only.

7.7 All Breeding Rights offered by Auction shall be on the terms of the Breeding Right Agreement. You must keep the Breeding Right Agreement confidential, not disclose it to any person without our written consent (except as required by law) and not use it for any purpose other than in connection with the Auction. A Breeding Right shall be for the mare specified by the bidder and may not be assigned or transferred other than in the circumstances set out in the Breeding Right Agreement. Any mare bred pursuant to the Breeding Right must be eighteen years of age or younger at the time the mare is covered, must have had at least one live foal in the previous two breeding seasons in which the mare was covered and must otherwise be eligible pursuant to the terms of the Breeding Right Agreement.

7.8 If you are a Winning Bidder of a Breeding Right Lot, you agree to execute and deliver a written or digital form of the Breeding Right Agreement to us within fourteen days of placing the Winning Bid; otherwise, we have the right to reject the Winning Bid, in our sole discretion. A Winning Bidder shall have no right or interest in or to the Breeding Right until the Breeding Right Agreement is executed by us and the Winning Bidder and the Winning Bidder’s entitlement to exercise the Breeding Right shall be subject to compliance with the terms of the Breeding Right Agreement, including the payment provisions therein.

7.9 The Breeding Right fee under the Breeding Right Agreement shall be the amount of your Winning Bid, plus applicable VAT. The Winning Bid will be payable to us within seven days of the Auction. You acknowledge and agree that a Winning Bid may be less than or greater than the actual or advertised fee for which we sell Breeding Rights. An Auction is not an exclusive offer for any Breeding Right, and we may continue to sell, before, during or after an Auction, Breeding Rights at a price determined by us, in our sole discretion, which may be less than or more than a Winning Bid.

7.10 In the event that payment of the Winning Bid is not received on the day of the Auction, we will endeavour to collect the debt by whatever means are deemed appropriate.

7.11 To the extent that there is any conflict or inconsistency between the Breeding Right Agreement and these Terms, these Terms shall prevail.

7.12 These Terms, the Breeding Right Agreement and the Breeding Right are subject to any applicable law. Neither party shall be liable to the other for any act or omission required in order to comply with applicable law.

The following clauses apply to Auctions of both Nomination and Breeding Right Lots.

7.13 Where a bidder bids or buys on behalf of another, the bidder must disclose to us, well in advance of bidding on any Auction, the name and address of his principal and both the bidder and his principal shall be jointly and severally liable under these Terms.

7.14 Nothwithstanding the passing of risk of a Nomination or Breeding Right in accordance with Clause 7.2 and 7.8 or delivery of the Lot to the Winning Bidder, we shall retain title to the Lot until full purchase price has been paid to us

8 OUR ADDITIONAL RIGHTS

8.1 Nothing in these Terms shall preclude us from pursuing all legal remedies available to us for the recovering the amount of the Winning Bid from a defaulting Winning Bidder together with all expenses and damages and commission lost, resulting from such default.

8.2 Access to the Auction Website is made available as a convenience and on a temporary basis, and we reserve the right to suspend or terminate any aspect or feature in its entirety, at any time, with or without notice. Without limiting the foregoing, we may suspend access to Auction Website to carry out scheduled or unscheduled maintenance or for any other reason at any time. Bidders use the Auction Website entirely at their own risk.

8.3 Access to and use of the Auction Website is dependent upon, among other things, the availability of the internet and the speed and quality of internet connections.

8.4 To the extent permitted by applicable law, we accept no liability for any failure or delay in executing bids or any errors contained in bids placed via the Auction Website.

8.5 To the extent permitted by applicable law, we provide the Auction Website and our Website “as is” and without any warranty or condition, express, implied or statutory. Without limiting the foregoing, we accept no liability for any failures, delays or errors caused by interruptions in the availability of the Auction Website or our Website or any errors or defects in their content or functionality, any software and/or hardware defects (whether the bidder’s or ours’) and/or any internet connection problems (whether the bidder’s or ours). We do not represent or warrant that the Auction Website or the Website will be error free, free of viruses or other harmful components, or that any issues will be corrected.

9 VALUE ADDED TAX

9.1 Value Added Tax will be charged on all amounts payable in respect of an Auction Lot or under a Nomination Agreement or Breeding Right Agreement (as applicable) in accordance with applicable laws, rules and regulations.

9.2 All Winning Bids and other amounts payable under the terms of a Nomination Agreement or Breeding Right Agreement (as applicable) are exclusive of any applicable VAT.

10 DATA PROTECTION AND USE OF INFORMATION

10.1 Where we obtain any personal information from you, we shall only use it in accordance with the terms of our Privacy Policy. A copy of our Privacy Policy can be found at www.darleywinningbid.com/cookie-policy.

11 NOTICE

11.1 When any notice or communication is required to be given to us under these Terms, it must be made in writing and sent by registered post to the address set out in clause 1.5 above or emailed to [email protected].

11.2 Any notice required to be given by us to you shall be sent to the address given in your registration form.

11.3 Any notice given under these Terms shall be deemed given on the date of delivery or the second day after posting or on the day of transmission depending upon whether the notice is sent by hand, post or email.

12 LIMITATION OF LIABILITY

12.1 References to liability in this clause 13 includes every kind of liability arising under or in connection with these Terms including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2 Nothing in these Terms limits any liability which cannot legally be limited, including liability for:

12.2.1death or personal injury caused by negligence;

12.2.2fraud or fraudulent misrepresentation.

12.3 Subject to clause 12.2, our total liability to any bidder under these Terms shall not exceed an amount equal to the lesser of (a) the highest bid by the bidder; (b) total sum of the Winning Bid paid to us, for the Lot to which the liability relates.

12.4 Subject to clause 12.2, we shall have no liability whatsoever for the following types of loss, howsoever arising: (i) loss of profits;(ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; and (vii) indirect or consequential loss.

13 MISCELLANEOUS

13.1 All amounts payable under or in connection with these Terms and/or a Nomination Agreement or Breeding Right Agreement shall be paid in full without any deduction, set-off or withholding and otherwise in accordance with the terms of the Nomination Agreement or Breeding Right Agreement (as applicable).

13.2 No failure or delay by us to exercise any right or remedy shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

13.3 You may not assign or deal in any other manner with any of your rights or obligations under these Terms, without our prior written consent.

13.4 These Terms and the User Agreement (and any document referred to in these Terms) constitute the whole agreement between you and us and supersede all previous agreements relating to their subject matter. Each party acknowledges that, in entering into these Terms and the User Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently, expressly or impliedly) other than as expressly set out in these Terms. Nothing in this clause shall limit or exclude any liability for fraud.

13.5 We shall not be liable for any failure to perform any of our obligations under these Terms which is caused by circumstances beyond our reasonable control including, but not limited to any force majeure incident.

13.6 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Terms. If any provision of these Terms is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.7 Unless otherwise stated, no third Party shall have any rights to enforce any of these Terms

13.8 In the event you default under these Terms, we shall be entitled to recover from you our costs and expenses associated with such default, including, but not limited to, our reasonable legal fees.

13.9 Any cause of action arising out of these Terms or the purchase of any Nomination or Breeding Right, whether it is based in contract, tort or otherwise, shall be commenced within not more than one year after the Winning Bid is placed, provided that this limitation of action shall not apply to an action for the recovery from you of the Winning Bid nomination fee for the Nomination or the Winning Bid breeding right fee for the Breeding Right, plus interest and expenses, or any other rights we may have under the Nomination Agreement or Breeding Right Agreement (as applicable).

13.10 If the you fail to make a payment due to us under these Terms by the due date for payment, then, you shall pay interest on the overdue sum from the due date until actual payment of the overdue sum, whether before or after judgement. Interest under this clause will accrue each day at 4% above the European Central Bank’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

13.11 Except where these Terms provide otherwise, the rights and remedies contained in these Terms are cumulative and not exclusive of any rights or remedies provided by law.

13.12 Nothing in these Terms is intended or shall create a partnership, joint venture, agency or employment relationship between the parties.

14 GOVERNING LAW AND JURISDICTION

14.1 These terms, all transactions to which these Terms apply, and all connected matters, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of Ireland.

14.2 Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out or in connection with these Terms, all transactions to which these Terms apply, and all connected matters.