Annexe
Notices to Buyers and Sellers
These notes and the Conditions of Sale and Business
referred to in the catalogue and all other terms and conditions
relative to specific lots or announced by the auctioneer or displayed
in the sale room by way of notice (together referred to as "the
Conditions of Sale") comprise the terms on which any lot
is auctioned. They should be read carefully by sellers and prospective
buyers and their professional advisors.
Buyers and sellers will be deemed to have read,
considered and agreed to be bound by the Conditions of Sale and
to have full knowledge of these and all other matters affecting
the respective lots.
The auction of a bookmaker's seniority position
is carried out by National Joint Pitch Council Limited ("the
Auctioneer") as agent for the seller. Any concluded contract
of sale is made direct between the seller and the buyer.
The auctioneer is dependent on the seller to
provide the relevant factual material relating to the bookmaker's
seniority position offered for sale. The auctioneer cannot and
does not undertake due diligence on each seniority position sold
and buyers therefore have a responsibility to carry out their
own enquiries and investigations to satisfy themselves as to the
nature and status of the seniority position which they are interested
in buying. We specifically draw to the attention of all potential
buyers Condition 3 which limits the extent to which the auctioneer
and the seller may be liable. We also specifically draw to the
attention of all sellers and buyers Conditions 3 and 5 which set
out the position where any appeal is outstanding, or having been
decided, affects the seniority position number of any lot being
sold. Any alterations in the bookmakers list of seniority positions
for a particular racecourse affecting any lot sold will, where
possible, be announced by the auctioneer before the sale of any
affected lots. However, it is the responsibility of the buyer
to satisfy himself that there have been no alteration's to the
bookmakers' list which might affect the lot he intends to purchase.
No buyer shall be authorised to trade from any
Seniority Positions under the transfer has been registered in
accordance with the National Pitch Rules.
Bookmakers' seniority positions may only be
purchased by authorised bookmakers as defined in the National
Pitch Rules. It is the responsibility of each prospective buyer
to obtain authorisation from the National Joint Pitch Council
Limited prior to bidding at the auction. Each bidder will be deemed
to be personally liable when making an accepted bid even though
he purports to act as an agent for a principal purchaser or purports
to sign the Memorandum of Sale in a representative capacity or
he is not an authorised bookmaker.
Any seller who wishes to set a reserve on any
lot must notify the auctioneer of the reserve, in writing, prior
to the sale. The minimum bid for any lot will be £250, or
such other higher figure as the auctioneer shall determine.
CONDITIONS OF
SALE AND
BUSINESS FOR
THE AUCTION
OF BOOKMAKERS'
SENIORITY POSITIONS
All sales conducted on behalf of the National
Joint Pitch Council Limited by their agents, Doncaster Bloodstock
Sales Ltd, are subject to the following conditions of sale and
business.
1. Definition
In these conditions of sale and business the
following expressions shall have the following meanings:
1.1.1 "Auctioneers" means the
National Joint Pitch Council Limited acting through their agents
Doncaster Bloodstock Sales Ltd.
1.1.2 "Authorised Bookmaker" has
the meaning as defined in the National Pitch Rules.
1.1.3 "Buyer" means the Authorised
Bookmaker who makes the highest bid accepted by the auctioneer.
1.1.4 "Hammer Price" means the
price at which a Lot is knocked down by the auctioneer to the
Buyer and excludes any applicable value added tax or other taxes,
any Transfer Administration Fee and any Transfer Registration
Fee.
1.1.5 "Lot" means the Seniority
Position or Seniority Positions offered for auction and described
in the Catalogue of the Auctioneers by reference to a Lot number.
Where a Lot comprises more than one Seniority Position, the Seniority
Position will be sold as one Lot.
1.1.6 "National Pitch Rules" means
the National Pitch Rules promulgated and published from time to
time by the National Joint Pitch Council Limited.
1.1.7 "Sale Proceeds" means the
Hammer Price of the Lot received by the Auctioneers in cleared
funds, less any Seller's Commission, less the Transfer Administration
Fee.
1.1.8 "Seller" means the Authorised
Bookmaker entering the Seniority Positions in the Auction.
1.1.9 "Seller's Commission" means
the commission of one and one half percent (1.5%), plus value
added tax, where applicable, of the Hammer Price.
1.1.10 "Seniority Position" shall
have the meaning defined in the National Pitch Rules.
1.1.11 "Transfer Administration Fee"
shall have the meaning defined in the National Pitch Rules being
twelve percent (12%) of the Hammer Price payable to the National
Joint Pitch Council Limited plus value added tax.
1.1.12 "Transfer Registration Fee"
shall have the meaning defined in the National Pitch Rules, being
£150 for a Seniority Position on the Rails or in Tattersalls
and £75 for a Seniority Position in the Silver Ring or any
other minor ring inclusive of value added tax payable to the National
Joint Pitch Council Limited.
1.1.13 "Total Amount Due" means
the Hammer Price for the relevant Lot sold, together with any
value added tax and other taxes due or payable, together with
the Transfer Administration Fee and the Transfer Registration
Fee and any interest due.
1.2 In these Conditions of Sale:
1.2.1 The expression "person"
shall include a body corporate.
1.2.2 Words importing the masculine gender
shall include the feminine and the singular shall include the
plural and vice versa where the context so admits.
2. Auctioneers' Capacity
The Auctioneers act as agent for the Seller
and any sale will result in a contract made directly between the
Seller and Buyer.
3. Exclusion of Liability
3.1 The Auctioneers give no guarantee or
warranties to the Buyer and any implied warranties or conditions
are excluded (save in so far as such obligations cannot be excluded
by statute).
3.2 Any representations, written or oral
and including those in any catalogue report or commentary in relation
to a Seniority Position may be revised prior to the Lot being
offered for sale. No employee of the Auctioneers, nor any agent
or director shall be liable for any errors or omissions in any
such representations.
3.3 Where there is an appeal outstanding
in respect of the status of any Seniority Position on a Bookmakers'
List, it is the responsibility of the Buyer to satisfy himself
whether the outcome of any appeal has, or may, affect the Seniority
Position, or any other Seniority Position on the relevant Bookmakers'
List.
4. Conduct of Sale
4.1 The Seller may, no later than one hour
prior to the commencement of the scheduled time of the start of
the auction notify the Auctioneers in writing, or any reserve
price for the relevant Lot. No Lot will be sold at less than the
reserve price. If a Lot fails to sell the Auctioneer will announce
that the Lot is unsold.
4.2 The Auctioneers reserve the right, without
giving any reason, to reject any oral bids or to withdraw any
Lot before or during any sale. The order of the sale shall be
determined by the Auctioneers.
4.3 If the Auctioneers, in their sole discretion,
determine that a dispute has arisen between two or more bidders,
any disputed Lot may immediately be offered for sale again and
resold.
4.4 The Auctioneer may withdraw a Lot from
the sale without any liability if the Auctioneers reasonably believe
that there is any dispute as to the relevant Seniority Position
or if the Seller is currently suspended, either temporarily or
permanently, as an Authorised Bookmaker.
4.5 The person who makes the highest bid
accepted by the auctioneer (or the person disclosed as principle,
if applicable) shall be the Buyer, provided always that the highest
bid exceeds or matches any reserve price. The striking of the
auctioneer's hammer marks the acceptance of the highest bid and
identifies the Hammer Price at which the Lot is knocked down by
the Auctioneer to the Buyer and marks the conclusion of a contract
of sale between the Seller and the Buyer.
4.6 The Auctioneer will commence and advance
the bidding in levels that he considers as appropriate having
regard to the likely value of the Lot under auction, and of competing
bids. The Auctioneer is entitled to make consecutive bids or make
bids in response to other bids on behalf of the Seller up to any
reserve placed on the Lot. Where the Auctioneer makes such bids
he will not indicate during the auction that he is making bids
on behalf of the Seller. The Buyer acknowledges the rights of
the Auctioneer and the Seller set out in this condition.
4.7 The Auctioneer has absolute discretion
at any time during the course of the auction to:
4.7.2 reoffer a Lot for sale if the Auctioneer
reasonably believe sthat there is an error or dispute; and/or
4.7.3 take such other action as he reasonable
thinks fit in the circumstances.
5. Buyers' Obligations
It is the Buyer's responsibility to undertake
all investigations, enquiries and searches to satisfy himself
that the Seniority Positions offered in any Lot are as described
and, in the event of any outstanding appeal affecting a Seniority
Position comprising all or part of any Lot, or in the event of
any appeal affected the Bookmakers' List on which any Seniority
Position in which a prospective Buyer is interested remains outstanding,
any prospective Buyer must rely on his own judgement, enquries
and searches as to the effect of any outstanding appeal upon any
Seniority Position or positions contained in any Lot in which
he is interested. The Buyer will be deemed to have knowledge of
all matters which he could reasonably have been expected to find
out given his knowledge as an Authorised Bookmaker and the exercise
of due diligence. This includes checking the attendance record
of the vendor at the seniority position that is being sold.
6. Buyers
6.1 Only Authorised Bookmakers may bid for
Seniority Positions. Any Authorised Bookmaker intending to make
a bid must produce evidence of his authorisation by the National
Joint Pitch Council Limited upon demand.
6.2 The Auctioneer reserves the right, at
their absolute discretion, to refuse to allow any person to participate
in the auctions and to refuse admission to the auction room to
any person.
6.3 Any person who bids at an auction is
deemed to do so as principal and will be held personally and solely
liable for that bid unless it has been previously agreed in writing
that the bidder does so on behalf of an identified third party
acceptable to the Auctioneers. In the circumstances so agreed,
both the bidding agent and the third party will be jointly and
severally liable for all obligations arising from the bid and
the third party shall be bound by the conditions of sale by the
bidding of his agent in the same way as if he were bidding personally.
7. Payment and Production of Authorisation
7.1 Immediately after the conclusion of
the relevant session of the auction in which the Lot was sold,
the Buyer to whom the Lot was knocked down shall pay the National
Joint Pitch Council Limited by a cheque drawn on the Buyer's account
at a United Kingdom bank or building society, in pounds sterling,
the total amount due. Payment will not deemed to have been made
until the National Joint Pitch Council Limited have been notified
by their bank that they are in receipt of cleared funds. No cash
will be accepted.
7.2 An Authorised Bookmaker who does not
currently hold a Seniority Position within the designated number
at the relevant racecourse will be required to provide confirmation
from his bank or building society that he has sufficient funds
available, at the level required for the Seniority Position or
Positions in respect of which he has bid the highest price.
8.Transfer of Seniority Positions
Title to the Lot sold will not pass to the Buyer
until the transfer of the relevant Seniority Positions have been
recorded by the National Joint Pitch Council Limited in accordance
with the National Pitch Rules. The National Joint Pitch Council
Limited will notify the Buyer and Seller, in writing, within fourteen
days of receipt of cleared funds in settlement of the total amount
due, and confirmation that the Buyer is an Authorised Bookmaker
on completion of the transfer of the Seniority Position. Pending
registration of the transfer of any Seniority Positions the Seller
shall be entitled to trade with the Seniority Position.
9. Fees and Commmissions
9.1 The Seller will pay the Transfer Administration
Fee and the Seller's Commission to the National Joint Pitch Council
Limited. The National Joint Pitch Council Limited is authorised
to deduct the Transfer Administration Fee and the Seller's Commission
from the monies received from the Buyer.
9.2 The Buyer shall pay the applicable Transfer
Registration Fee for each Seniority Position purchased in any
Lot or Lots.
9.3 Where any Lot remains unsold as it has
failed to rearch the reserve price set by the Seller the fee paid
to enter the Lot in the Auction will not be returned.
10. Remedies for Failure to Complete the Transfer
of the Seniority Position
If the Buyer fails to pay the total amount due
on any Lot in accordance with these Conditions of Sale or is not
an Authorised Bookmaker within the National Pitch Rules, the Auctioneer
may, at its sole discretion and without prejudice to any other
rights which the Auctioneer and the Seller may have, be entitled
both on its own behalf, and as agent for the Seller to exercise
any one or more of the following rights or remedies:
10.1 commence proceedings for damages of
breach of contract;
10.2 cancel the sale of the Lot;
10.3 apply any payments made as part of the
total amount due or otherwise towards any costs or expenses incurred
in connection with the resale of the Lot;
10.4 arrange and carry out a resale of the
Lot by an auction arranged by the National Joint Pitch Council
Limited in mitigation of the debt owed by the Buyer to the Auctioneer
and the Seller and the Seller consents and authorises the Auctioneer
to arrange and carry out such resale on the conditions of sale
applicable at the time of such resale. The level of the reserve
relevant to such resale shall be the level set, if any, in the
original sale unless notified otherwise in writing by the Seller
to the Auctioneers. The net sale proceeds of such resale will
be applied in reduction of a Buyer's debt. Should the resale result
in a lower price than the original Hammer Price obtained then
the Seller shall be entitled to claim the balance due from the
Buyer, together with any costs and expenses incurred in connection
with the failure of the Buyer to complete the original purchase.
Should the resale result in a higher price than the original Hammer
Price obtained, the surplus shall be paid to the Seller;
10.5 reject any bids made by or on behalf
of any Buyer who has failed to complete the purchase of any Seniority
Position at any future auction;
10.6 charge the Buyer interest at the rate
of four percent (4%) per annum above the base lending rate quoted
by Midland Bank Plc from time to time on the total amount due
to the extent that it remains unpaid more than five (5) working
days after the date of the auction.
11. Withdrawal of Lots
11.1 Where a Seniority Position forming
the whole or part of any Lot is withdrawn from the sale by the
Seller after it has been entered into the sale by completion of
the entry form the fee paid to enter the Lot in any auction will
not be refunded.
11.2 The Auctioneers reserve the right to
withdraw a Lot or any Seniority Position forming part of a Lot
from the sale without any liability to the Seller where the Auctioneers
reasonably believe that there is any doubt as to the entitlement
to any Senirotiy Position or;
11.2.1 it is established that any of the
Seller's representations in offering any Seniority Position for
sale is inaccurate in any way; or
11.2.2 the Seller is in breach of any of
the provisions of the Conditions of Sale in any respect; or
11.2.3 the auction at which it was proposed
to sell the Lot is postponed for any reason; or
11.2.4 the Auctioneer becomes aware of any
matters which would result in the Seniority Position being offered
for sale as a whole or part of any Lot being subject to change
as a result of an appeal made by the Seller or by any other Authorised
Bookmaker on the relevant bookmakers' list.
11.3 Should the Lot be withdrawn in whole
or in part in accordance with condition 11.2 the Auctioneer reserves
the right to charge such reasonable fee as may be appropriate
in the circumstances, such fee not to exceed the fee charged to
enter any Lot or part thereof in the catalogue.
12. Bidding at the Sale
A Seller may not bid for any Lot offered by
him at the sales. Whilst the Auctioneer shall be entitled to bid
on a Seller's behalf up to the amount of the reserve, a Seller
shall not instruct or permit any other person to bid on his behalf.
If a Seller should instruct someone else to bid on his behalf,
or bid on his own behalf, he may be obliged to pay to the Auctioneer
a sum representing the total of the Seller's Commission and the
Transfer Administration Fee in connection with the sale of the
Lot. The National Joint Pitch Council Limited shall be entitled
to suspend the Seller's authorisation to act as an Authorised
Bookmaker until payment of the Seller's Commission and the Transfer
Administration Fee has been made by the Seller in full.
13. Post Auction Sale
If any Lot fails to sell at auction the Auctioneer
shall be entitled to negotiate a sale with any underbidder on
the day of the auction, where the Seller agrees to the price offered.
14. Unsold Lots
The Auctioneer will notify the Seller at the
address given on the relevant entry form within five (5) days
if any Lot fails to sell at auction.
15. Value Added Tax
Where these Conditions of Sale refer to an obligation
to make any payment by a Buyer or a Seller, the Buyer or Seller
(as applicable) shall be liable to pay any value added tax required
by law. Where the Conditions of Sale give the Auctioneers a right
to receive payment from a Buyer or Seller, such rights should
include the right to receive any value added tax due.
16. Whole Agreement
These Conditions of Sale form the whole agreement
between the Auctioneers the Buyer and the Seller and no variation
shall be valid or binding unless specifically agreed in writing
by or on behalf of the Auctioneers.
17. Disputes
Any dispute arising out of the sale of any Lot
made in accordance with these Conditions of Sale shall be a dispute
between the Seller and the Buyer.
18. Governing Law
These Conditions of Sale and any amendments
shall be governed by and construed in accordance with English
Law.
19.Notices
19.1 Any notices required to be served pursuant
to these Conditions of Sale to the Auctioneers must be made in
writing and sent by first class post or by facsimile to the offices
of the National Joint Pitch Council Limited.
19.2 Any notices required to be given by
the Auctioneers to a Buyer or a Seller pursuant to these Conditions
of Sale shall be sent to the address given on the confirmation
of entry or the Memorandum of Purchase Form by first class post
or by facsimile.
19.3 Any notice given in accordance with
this Condition shall be deemed to be received on the second day
after posting or, where the notice is sent by hand or by facsimilar,
on the day of transmission.
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