AUCTION SALE FEES

AUCTION SALE FEES

Consignor agrees to pay RES when due entry fees and commissions pursuant to the following Terms of Payment:

(a) If the Horse is sold, a commission equal to the greater of: (i) ten percent (10%) of the highest bid of the Horse, or (ii) Three Hundred Dollars ($300).

(b) If the Horse is not sold, a commission equal to the greater of: (i) five percent (5%) of the highest bid of the Horse, or (ii) Three Hundred Dollars ($300).

(c) If the Horse is sold privately prior to or at the Sale or while located on the Sale grounds, a commission equal to the greater of: (i) ten percent (10%) of the actual sales price, or (ii) Six Hundred Dollars ($600).

(d) If the Horse is withdrawn from the Sale for any reason other than a private sale, a minimum withdrawal fee of Six Hundred Dollars ($600) will be charged.

(e) In the event the Horse is withdrawn from the Sale due to a private sale, a commission equal to the greater of: (i) five percent (5%) of the sale price of the Horse; or (ii) Six Hundred Dollars ($600).

(f) In the event RES agrees to accept an entry after closing date, entry must be accompanied by $100 late entry fee, which is due at the time entry is accepted.

(g) Catalog photos, breed registry transfer fees, feed charges and other fees or charges as disclosed herein will be deducted from sales proceeds of the Horse or, in the event the sales proceeds of the Horse are insufficient to pay such charges, charged to Consignor.

In the event the Consignor fails to pay any of the above amounts within thirty (30) days of when due, Consignor shall pay a late fee equal to the greater of Fifty Dollars or five percent (5%) of the outstanding balance and interest in an amount of 1.5% per month on any outstanding balance until paid in full. RES shall retain a lien on the Certificate if the Horse is unsold (and may hold the Certificate until RES is paid in full and notify ASR or any other applicable breed registry organization of such lien), and on all proceeds of any horse sold at the Sale for Consignor’s account for any unpaid fees or commissions and may offset any amounts owed Consignor by RES to satisfy any obligations due and owing to RES by Consignor. Consignor will be responsible for all costs relating to professional collection, including, without limitation, collection fees, attorney fees, interest, and court costs. Consignor shall be charged a service fee of $50 on any returned check.

Feed Per Day: $20

Credit Card Fee: 4% of transaction amount

TERMS AND CONDITIONS OF THIS SALE

ROBERTSON EQUINE SALES LLC TERMS AND CONDITIONS OF THIS SALE 

IMPORTANT AND LEGALLY BINDING RULES APPLICABLE TO THIS SALE.
PLEASE READ CAREFULLY AND COMPLETELY.

1. These Terms and Conditions Govern the Sale. This sale (the "Sale or the "Auction") is conducted by Robertson Equine Sales, LLC ("RES") and the Sale is governed by these Terms and Conditions of Sale (the "Terms and Conditions" or the "Terms" or the "Conditions") and by all announcements from the auctioneer’s stand (“Announcements”). The Sale will be conducted at the Shelby County Fairgrounds (the "Facility") All sellers, prospective bidders, buyers, owners, consignors, agents, and all other interested parties and all sales are therefore bound by and subject to the provisions of the Terms and Conditions as set forth in this Sale catalog (the "Catalogue") and the Announcements.

2. DISCLAIMER OF WARRANTIES. All prospective buyers are urged to carefully examine any horses in which they may be interested (either personally and/or by their agents, representatives or veterinarians) BEFORE bidding, because EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS OR UNLESS OTHERWISE EXPRESSLY ANNOUNCED BY THE AUCTIONEER AT THE TIME OF SALE, THERE IS NO WARRANTY OR GUARANTY OF ANY KIND, EXPRESS OR IMPLIED, BY RES, SELLER (INCLUDING OWNER) OR CONSIGNOR WITH RESPECT TO THE HEALTH, PHYSICAL CONDITION, BREEDING SOUNDNESS, FERTILITY, SHOWING SOUNDNESS, CONDITION OR ANY OTHER MATTER REGARDING ANY HORSE OFFERED FOR SALE OR SOLD IN THIS SALE AND IN PARTICULAR, RES, SELLER (INCLUDING OWNER) AND CONSIGNOR MAKE NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND RES, SELLER (INCLUDING OWNER AND CONSIGNOR SPECIFICALLY DISCLAIM SAME. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS OR OTHERWISE EXPRESSLY ANNOUNCED BY THE AUCTIONEER AT THE TIME OF SALE, ALL HORSES SOLD IN THE SALE ARE SOLD ON AN "AS IS, WHERE IS" BASIS, WITH ALL FAULTS AND DEFECTS.

3. Catalog; Announcements; Reserves.

(a) Catalog. The accuracy of all information contained in the Catalog pages and on the website www.RobertsonEquineSales.com is the sole and absolute responsibility of the seller of the applicable horse (the "Consignor"). Consignor has the affirmative duty to examine the website and each Catalog page on which any horses offered for sale by Consignor appear and report any inaccuracies and corrections to RES prior to the Sale. While RES may obtain some information set forth on the website and Catalog pages from third parties independent but on behalf of Consignor, it is nevertheless the sole and absolute responsibility of the Consignor to verify the accuracy of any such information and to notify RES of any inaccuracies and corrections prior to the Sale. Any engagements, pregnancy status and any and all other information listed on the website or in the Catalog are as represented by the Consignor. Consignor shall release, defend, indemnify and hold harmless RES and its owners, officers, directors, members, managers, employees, advisors, representatives, agents and employees (collectively, the "RES Parties") from and against any claims, losses, damages, liabilities and expenses (including reasonable attorneys fees) (collectively, any "Losses") incurred by Consignor by reason of any error or omission on the website or in any Catalog page. Buyer acknowledges that buyer's sole remedy for any and all Losses buyer may incur by reason of any errors or omissions on the website or in any Catalog page shall be against Consignor and buyer shall release and hold harmless RES for any such Losses.
(b) Announcements. Any Announcements Consignor desires the auctioneer to make, including, without limitation, any Announcements correcting any errors or omissions in the Catalog pages of any horses offered for sale at the Sale by Consignor, shall be made in accordance with this Section. In the event Consignor desires that RES make any Announcements, the Consignor or its authorized agent shall deliver written notice in form and substance satisfactory to RES to the RES Sale office setting forth the Announcement desired to be made not less than the further from the time of the sale of the applicable horse of (i) thirty (30) minutes before the sale of the applicable horse, or (ii) at least ten (10) hip numbers before the sale of the applicable horse. In the event any Announcements are received by RES after such deadline, RES will have the sole and absolute discretion to elect to make the Announcement, not make the Announcement or scratch the horse. In the event the Consignor desires to make an Announcement that does not correct an error or omission of the catalog page, RES reserves the right, in its sole discretion to elect to make the Announcement or not make the Announcement. Buyer acknowledges that Announcements made from the auction stand take precedence over information contained in the Catalog. Consignor and buyer agree to release, defend, indemnify and hold harmless the RES Parties from any Losses incurred by buyer, Consignor or any third party by reason of RES's failure to make any Announcement, election not to make any Announcement or any incorrect Announcement made.
(c) Reserves. The horses included herein are offered for sale according to the laws of the Commonwealth of Kentucky. In accordance with KRS 330.210 and KRS 355.2-328(4) and other applicable laws, the right to bid in this Sale is reserved for all Consignors and sellers, including their disclosed and undisclosed agents, unless otherwise announced at time of sale. Buyers therefore acknowledge and agree that Consignors have the right to set reserves implemented by the auctioneer upon horses entered in the Sale which are not disclosed to buyers and also have the right to conduct by-bidding as related to their horses. In the event Consignor desires to set a reserve to be implemented by the auctioneer, the Consignor or its authorized agent shall deliver written notice in form and substance satisfactory to RES to the RES Sale office setting forth the amount of such reserve (which notice must expressly be accepted by a duly authorized representative of RES and a written receipt must be provided to Consignor in order to be binding) and such other information as RES may in its discretion require at least fifteen (15) hip numbers before the sale of the horse. In the event any reserve notices are received by RES after such deadline, the auctioneer will not be obligated to implement the reserve. 

4. Bidding.

(a) Resolution of Bidding Disputes. The highest bidder of any horse is the buyer. RES reserves the right to reject any or all bids for any reason. In the event a dispute may arise between two (2) or more bidders for the purchase of a horse, RES shall adjudicate the dispute and its decision shall be absolute, final and binding upon all parties. The horse is sold at the fall of the hammer and any bids made or received after the fall of the hammer are not grounds for any dispute. In the event a dispute arises between two (2) or more acknowledged bidders the horse in dispute shall immediately be put up again for advanced bids. If there is no advance, then the horse shall be sold to the person from whom the auctioneer recognized the last bid. The reopening for advance bids shall be limited to the disputing parties, provided, however, in the event the recognized bid from any of the disputing parties be reduced below the bid at the commencement of the reopening for advance bids, then the bidding shall be reopened to all bidders and the final bid therefrom shall stand, regardless of whether such bid was less than the bid which was disputed. The final bid recognized at the conclusion of any bidding shall be deemed the sale price and Consignor shall not be entitled to receive any amount in excess of the sale price. Consignor and buyer agree to release, defend, indemnify and hold harmless the RES Parties from any Losses incurred by Consignor, buyer or any third party resulting from the resolution of any bidding disputes or any decisions made by RES regarding the bidding or acceptance or rejection of any bids of any horse at the Sale.

(b) Purchase Agreement. The successful bidder of each horse will be presented with a Purchase and Security Agreement (the "Purchase Agreement") for signature. The Purchase Agreement, among other things, sets forth the purchase price for the horse, confirms the successful bidder is the purchase of the horse and grants RES and Consignor a security interest in the horse as collateral security for the payment of the purchase price as more fully described in Section 6 below. In the event the successful bidder fails or refuses to execute the Purchase Agreement for any reason, RES may elect, in its sole discretion, to re-offer the horse as soon as practical at the next available opportunity, or withdraw the horse entirely from the sale. RES reserves the right to bring suit against such bidder for the hammer price, or any deficiency if resold and other damages, or may assign such right to Consignor, in which case RES shall have no further obligation with respect to the horse. Consignor and buyer agree to release, defend, indemnify and hold harmless the RES Parties from any Losses incurred by Consignor, buyer or any third party resulting from any action taken or not taken by RES pursuant to this Section.

5. Passage of Title; Risk of Loss; Payment; Removal.

(a) Passage of Title; Risk of Loss. Title to and all risk of loss with respect to any horse sold at the Sale shall pass to the buyer immediately upon the fall of the auctioneer's hammer for such applicable horse, at which time, buyer shall be responsible for the care, custody, control and security for the horse and for all expenses related thereto. Consignor and buyer agree to release, defend, indemnify and hold harmless the RES Parties from any Losses arising out of or related to the possession, care, custody, control or maintenance of any horse either sold or purchased by them, including without limitation any claims arising out of injuries or damages caused by the horse. 
(b) Release of Horse. Upon settlement by buyer, RES will provide buyer with a "Stable Release." Buyer or its representatives will be required to present the Stable Release to a designee of RES in order to remove the horse from the Sale grounds. Buyers are cautioned not to lose the Stable Releases. Unless otherwise expressly consented to by RES, which consent may be denied in the sole discretion of RES, all buyers will make payment of all horses and remove all horses from the Sales grounds within twenty four (24) hours of completion of the session in which the applicable horses were sold. In the event buyer shall fail to remove any horse within such time period, RES may remove the horse from the Sales grounds and transport it to another location at buyer's sole risk, cost and expense and/or shall be permitted to charge buyer board for the stable space. RES shall maintain a lien in accordance with the purchase agreement for any such charges.

6. Payment. All buyers shall make payment to RES for all horses sold in the Sale in all cases. All sales are made in U.S. currency for cash, approved bank check, certified check or such other method as may be acceptable to RES in its sole and absolute discretion. Buyer shall make full payment (including any applicable sales tax) to RES not more than twenty four (24) following the start of the session in which the horse was purchased. In no case shall the purchase price be paid by buyer directly to Consignor. Any payment of a purchase price not made directly to RES will not entitle the buyer to obtain any horses purchased. Upon full payment, RES will deliver the Stable Release to buyer in accordance with Section 5(b). All buyers who purchase any horses at the Sale, through the execution of the Purchase Agreement, grant to RES a security interest in all horses purchased and their registration certificates and in any products or proceeds thereof to secure payment of any outstanding amounts owed to RES on buyer's account.

7. Default. In the event any buyer fails or refuses timely to pay for the full purchase price of any horse purchased by such buyer in accordance with Section 6, fails to fully execute and deliver the Purchase Agreement to RES or in the event any such buyer makes payment by any negotiable instrument that is dishonored, cancelled, stopped or returned to RES marked insufficient funds or the like, such buyer shall automatically be in default of this Agreement ("Default") and shall immediately become a defaulter (a "Defaulter"). Upon the occurrence of any Default, RES shall have all rights and remedies in and against the horse and the collateral granted pursuant to the Purchase Agreement (the "Collateral) provided under the Uniform Commercial Code of Kentucky (and all such other states where any part of the Collateral may be located if applicable) and other applicable law, and all rights provided herein, and in all other instruments securing the payment obligations of Defaulter, all of which rights and remedies shall to the full extent permitted by law be cumulative. RES shall notify Consignor of the horse as soon as practical following Default. The Consignor shall notify RES within thirty (30) minutes of notification of Default from RES whether Consignor elects to: (a) personally extend credit to the Defaulter of for the payment of the purchase price and accept the risk of payment of the Defaulter at Consignor's sole risk and expense, (b) void the sale to the Defaulter and re-offer the horse at the Sale, or (c) void the sale and retain ownership of the horse. In the event Consignor fails to notify RES of its decision within thirty (30) minutes, or in the event RES is unable to notify Consignor within a reasonable time period following the Default, RES may, in its sole discretion, void the sale to the Defaulter, re-enter the horse in the auction ring during the same Sale session and re-sell the horse for the Defaulter's account. In the event RES, in its sole discretion, determines it is not practical, appropriate or advisable to resell the horse during the Sale session, the horse may be resold by RES at public or private sale, without prior notice to the Defaulter for the Defaulter's account. Any costs attributable to such sale, including attorneys fees shall be the obligation of Defaulter. Should any deficiency exist following the resale of such horse, Defaulter shall be responsible for any such deficiency balance and shall pay RES the amount owing, including any late charges, fees, costs of litigation and sale, expenses, including attorneys fees and any other damages available to RES including reimbursement of caring and insuring such horse. RES shall have the right to bring suit against any Defaulter and to repossess the horse purchased by the Defaulter giving rise to the Default and its registration papers. Defaulter shall be liable for a delinquency or late charge at the rate of 1.5% per month on any unpaid amounts owed to RES by Defaulter until paid in full. Consignor acknowledges and agrees that any deficiency from any such sale on Defaulter's account that exists shall be borne by Consignor and RES shall have no obligation to satisfy any such deficiency. Consignor agrees to release, defend, indemnify and hold harmless the RES Parties from any Losses incurred by Consignor or any third party resulting from any action taken or not taken by RES pursuant to this Section.

8. Coggins; Health Certificates; Broodmares. All horses offered for sale in this Sale will be sold with valid health certificates and current negative Coggins Tests. Any broodmares offered for sale in this Sale as "pregnant" or "in foal" shall be sold with a veterinarian certificate verifying pregnancy within fourteen (14) days of the Sale. Consignor makes no further guarantee of pregnancy. Within twenty four (24) hours from the conclusion of the session of the Sale in which the broodmare sold and before the broodmare leaves the Sales grounds, the buyer of such broodmare may have his own veterinarian examine the broodmare to determine if she is then currently in foal. Without this examination, the mare will be assumed to be in foal when she leaves the Sales grounds. Time is of the essence. Failure to strictly comply with the notice requirements set forth in this Section shall disallow the protection of the applicable warranty in favor of buyer. If the veterinarian finds the broodmare not to be pregnant within twenty four (24) hours of the conclusion of the session of the Sale in which the broodmare sold and before the broodmare leaves the sales grounds, buyer may notify RES in writing of such report and request that the broodmare be returned to the Consignor. Following receipt of notice, the Consignor may elect to accept return of the broodmare and void the sale, or may cause Consignor's own veterinarian to examine the broodmare. In the event Consignor's veterinarian fails to examine the broodmare within twelve (12) hours following receipt of notice of buyer's request of return, Consignor shall waive such right and shall be deemed to have accepted return of the broodmare and voided the sale. In the event Consignor's veterinarian and buyer's veterinarian disagree as to the pregnancy, RES shall appoint a third veterinarian to examine the broodmare. The opinion of the third veterinarian shall be binding on all parties. In the event the third veterinarian finds the broodmare to be pregnant, the buyer shall be required to complete the purchase and pay the fees charged by the third veterinarian. In the event the third veterinarian finds the broodmare to not be pregnant, the broodmare shall be returned to Consignor as unsold and buyer shall have no further obligation to pay the purchase price and Consignor shall be obligated to pay the fees charged by the third veterinarian. Consignor and buyer agree to release, defend, indemnify and hold harmless the RES Parties from any Losses incurred by Consignor, buyer or any third party resulting from any action taken or not taken by RES pursuant to this Section.

9. Registration Certificates. The registration certificates of all horses listed in the Sale catalog as registered must be furnished by the Consignor with a clear title of ownership (all transfers up to date) prior to the time of Sale. If for any reason the registration certificate of any horse listed in the Sale catalog as registered cannot be or is not furnished by the Consignor, it is the sole and absolute responsibility of the Consignor to request the auctioneer announce that the certificate will not be furnished to the buyer. RES will withhold settlement for all sales until registration certificates have been delivered, unless the buyer agrees in writing to accept the horse without its registration papers. The consignor must also furnish all documents needed in order for buyer to register foals by side or foals in utero. RES reserves the right to withhold delivery of all registration papers for all horses either bought by buyer or returned to Consignor for any reason until such time as the buyer's or Consignor's account with RES shall have been paid in full. In order to secure payment of the purchase price or sales commission, buyer and Consignor hereby grant RES its successors and assigns a security interest and lien upon the subject horse or horses together with all registration certificates relating thereto. Consignor and buyer agree to release, defend, indemnify and hold harmless the RES Parties from any Losses incurred by Consignor, buyer or any third party resulting from any action taken or not taken by RES pursuant to this Section.

10. Agents. Persons acting as agents for principals, irrespective of whether the principal is in attendance at the sale, must deliver to RES authorized agent forms in form and substance satisfactory to RES in its sole discretion from the principals stating that the agent is acting on their behalf and that said principal will be responsible for agent sales or purchases. Failure to strictly comply with this Section will result in the agent being deemed to be a co-obligor with the principal with respect to all matters in connection with or arising out of the Sale and impose joint and several personal liability upon such agent for any breach of contract. In the event an authorization of agent form is later is shown to be invalid, the delivery and acceptance of such invalid form shall in no way relieve such agent of personal liability with respect to matters arising out of the Sale. 

11. Disclaimer of Implied Duties. RES shall endeavor to protect the interests of both Consignor and buyer, but the duties and obligations of RES to such persons shall be strictly limited to those expressly imposed upon RES by these Terms and Conditions of Sale. All other duties and obligations, including fiduciary and other duties which might otherwise be imposed upon RES by operation of law, are hereby expressly disclaimed, except that RES shall be required to exercise that standard of care generally exercised by other comparable horse auction companies.

12. No Waiver or Course of Dealing. In the event RES elects to take or withhold from taking any action pursuant to these Terms and Conditions or otherwise, such election shall not constitute a waiver, nor establish a custom or course of dealing and shall not abrogate RES's right to take or elect not to take such action in any other circumstance with any other party or with the party involved for any reason.

13. Limitation of Actions. Any cause of action arising out of the purchase and sale of any horse, or interest therein at this Sale, or relating to these Terms and Conditions or any action taking place at or in connection with the Sale, whether it is based in contract or tort, shall be commenced in not more than one year after the date of the Sale. Provided, however, this limitation of action shall not apply to an action for the recovery from the buyer of the purchase price, plus interest and expenses, including repossession of any horses purchased at this Sale. 

14. Governing Laws; Venue and Jurisdiction; Waiver of Jury Trial. These Terms and Conditions and any and all other documents or instruments referred to herein shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky without giving rise to any choice of laws principals. Jurisdiction and venue for any action brought hereunder shall be in the Shelby Circuit Court, Shelbyville, Kentucky or in the United States District Court for the Western District of Kentucky. All parties acknowledge they are doing business in Shelby County, Kentucky, consent to the venue and jurisdiction of such courts and agree to be subject to service of process through the Secretary of State of the Commonwealth of Kentucky. The Consignor, buyer and RES and their respective agents, voluntarily and intentionally waive any right that they may have to a trial by jury in respect to any litigation arising from or connected with this Sale.

15. Entire Agreement. These Terms and Conditions, the Consignors Contract and the Purchase Agreement (including the documents and instruments referred to therein and herein) constitute the entire agreement between the Consignor, buyer, RES and any and all other interested parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and/or oral, among such parties. All of the terms of these Terms and Conditions shall be binding upon the respective successors, heirs, legal representatives and assigns of the Consignor, buyer, RES and all interested parties and shall inure to the benefit of and be enforceable by the parties and their respective heirs, successors, legal representatives and assigns. The invalidity or unenforceability of any provision of these Terms and Conditions shall not effect the validity or enforceability of the remainder of these Terms and Conditions as a whole or any other provision herein. All buyers, Consignors, and all other interested parties agree that such parties will take or cause to be taken such further actions, and will execute, deliver and file, or cause to be executed, delivered and filed, such further documents, instruments and consents, as may be necessary or as may be reasonably requested by RES in order to effectuate fully the purposes, terms and conditions of these Terms and Conditions, the Consignors Contract and the Purchase Agreement, whether before, at or after the date hereof.

IMPORTANT NOTICE: KENTUCKY SALES TAX
Each horse offered for sale in this catalog is subject to the 6% Kentucky Retail Sales Tax, which must be paid by the buyer in addition to the purchase price, unless the sale of such horse qualifies for exemption under the rules and regulations of the Department of Revenue of Kentucky, and the buyer furnishes RES certificates or other documentary proof of exemption in the form approved by the Department of Revenue. Instructions and forms of certificates will be available to buyer through the offices of RES.