PRIME PROSPECT H O R S E S L L C
REGISTRATION AND SALE PROCEDURES
IMPORTANT NOTICES TO ALL PARTICIPANTS
By accessing and engaging with the Platform, each Participant expressly acknowledges that they have read, understand, and agree to be bound by the Terms and Conditions, including all of the following procedural terms, which are incorporated therein. These provisions are designed to ensure the integrity and fairness of the sale process, protecting the interests of all parties involved in the Sale facilitated by Prime Prospect Horses LLC.
Prime Prospect Horses LLC makes reasonable effort to ensure that the Sale is conducted fairly and transparently. Prime Prospect Horses LLC reserves the right to cancel or postpone the Sale in the event of technical difficulties or other unforeseen circumstances that in Prime Prospect Horses LLC’s sole discretion may compromise the integrity of the sale.
Participants must comply with all local, state, and federal laws applicable to purchasing and selling items in their jurisdiction. This includes, but is not limited to, the specific regulations governing the sale and transfer of biological assets.
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BROODMARES AND RECIPIENT MARES
FOALS IN UTERO, EMBRYOS IN UTERO, FROZEN OR VITRIFIED EMBRYOS
DEFINITIONS
In addition to the meanings of terms specified in the Terms and Conditions, the following terms shall have the meanings specified below:
Authentication Number: The password created by Seller upon a Consignment being accepted for a Sale. The Authentication Number must be presented to and verified by Prime Prospect Horses LLC any time Seller wishes to communicate about any of Seller’s Consignments.
Golden Hour: The one (1) hour period immediately following the ending of the bid timer on the last open Lot that day during which time the Top Two Program in conducted, as applicable.
Exclusive Negotiation Period: The seventy-two (72) hour period immediately following the ending of the bid timer on the last open Lot of the day, applicable to all Lots not sold through the Sale that day. During the Exclusive Negotiation Period, Prime Prospect Horses LLC retains the exclusive right to facilitate the sale of such Lots.
Reserve Price: The minimum price for a Lot that is the threshold below which Seller is not obligated to sell the Lot.
Top Two Program: An elective, closed, confidential program within the Sale facilitated by Prime Prospect Horses LLC between Seller and the two top Bidders of any participating Lot for which the reserve price is not met before the ending of the bid timer.
BIDDER REGISTRATION
Registration Requirement: Prospective Bidders must complete a registration process which includes providing valid identification and required financial information. Applications for registration are available at both the website and apps. Bidders are advised to complete the registration process in a timely manner. Failure to register prior to sale commencement may result in exclusion from participation in the Sale. Prime Prospect Horses LLC reserves the right to approve or reject any registration at its discretion to maintain the integrity and security of the sale.
Bidder Age Requirement: Bidders must be at least 18 years of age or the age of majority in their jurisdiction, whichever is higher, to ensure legal capacity to enter into binding contracts.
Financial Disclosure: As part of the registration, Bidders must provide financial information including, but not limited to, credit card details, banking information, or proof of financial solvency, such as a bank letter of credit. This information is required to assess Bidder’s ability to fulfill financial commitments arising from the sale.
Verification Process: The information provided by Bidders will be subject to verification by Prime Prospect Horses LLC or authorized agents. This may include, but is not limited to, background checks, credit assessments, and any other due diligence measures deemed necessary by Prime Prospect Horses LLC.
Account Activation: Upon satisfactory completion of the verification process and approval by Prime Prospect Horses LLC, Bidder's account will be activated. Credentials for accessing the account will be issued and must be kept confidential by Bidder. Bidder is solely responsible for all activities that occur under their account.
Deposit Requirements: A deposit may be required to confirm Bidder’s serious intent to participate in the Sale. The specific terms regarding the deposit, including the amount and conditions for its return or forfeiture, will be communicated during the registration process.
CONSIGNMENT
Acceptance of Consignment: Prime Prospect Horses LLC has the sole right to accept or reject any Consignment for any reason. Seller is responsible for ensuring that all Consignments are legally compliant for sale, accurately described, and meet any health and safety standards required by law or Sale terms.
Exclusive Consignment Agreement: Seller grants to Prime Prospect Horses LLC the exclusive right to the sale of a Consignment from the time that Prime Prospect Horses accepts a Consignment until the expiration of seventy-two (72) hours following the ending of the bid timer on the last open Lot of the day on which that Consignment is included in a Lot for sale. Seller agrees not to sell, offer for sale, or otherwise dispose of the Consignment to any third party outside of this agreement with Prime Prospect Horses LLC. Should Seller receive a direct offer during this term of exclusivity, Seller is required to report it to Prime Prospect Horses LLC.
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Violation of Exclusive Agreement: Should Seller sell, offer for sale, or otherwise dispose of a Consignment to any third party after acceptance of a Consignment by Prime Prospect Horses LLC and before the expiration of the Exclusive Negotiation Period, Prime Prospect Horses LLC will consider the Consignment an unauthorized withdrawal and will pursue all legal remedies under the Terms and Conditions and available at law.
Assignment to Lots: Prime Prospect Horses may group Consignments into one Lot or distribute a Consignment into one or more Lots, in cases such as but not limited to multiple embryos or a broodmare with a weaned foal. Should a Consignment be split into multiple Lots, Seller will be responsible for paying any and all additional entry fees as outlined on the Application for Consignment for Sale by Prime Prospect Horses LLC form.
Irrevocable Consignment and Entry Fee: Once a Consignment has been accepted by Prime Prospect Horses LLC, it may not be withdrawn from the Sale except in the event of death, a specific infirmity, or in the case of an “open” broodmare or recipient mare seven (7) days prior to sale commencement, which must be verified by a notarized veterinary certificate. Such a withdrawal must also be accompanied by a written notice submitted to Prime Prospect Horses LLC prior to the commencement of the Sale and within seventy-two (72) hours of the death or signing of the notarized veterinary certificate. Seller is responsible for contacting Prime Prospect Horses LLC with the status of the Consignment and the notarized veterinary certificate. A withdrawal that falls within these limitations is considered an authorized withdrawal and will not be subject to a commission fee. In the case of an “open” broodmare or recipient mare, Seller has the option to request that the Consignment be considered for the Sale or may offer a replacement to be considered for the Sale. Should Prime Prospect Horses LLC accept this “open” broodmare or recipient mare, the commission will be reinstated. Should Prime Prospect Horses LLC accept a replacement for the authorized withdrawal, Seller will be responsible for a new reduced entry fee based on the category the replacement Consignment is a part of. For authorized withdrawals, the entry fee is non-refundable and deemed fully earned upon the original acceptance of the Consignment contract, irrespective of payment status at the time of entry.
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Financial Obligations and Liquidated Damages: Sellers are obligated to pay a 5% sales commission from the sale of each Lot sold in addition to the entry fee for each Lot sold. In the event of unauthorized withdrawal or private sale of a Lot or Consignment, Seller shall be liable to Prime Prospect Horses LLC for liquidated damages in the amount of either 5% of the said Consignment or Lot price or $3,500, whichever is greater. In the case of a Consignment that has been broken down into multiple Lots, such as but not limited to a group of vitrified embryos split into individual Lots, Seller will be responsible for each Lot subject to unauthorized withdrawal for the amount of 5% of each Lot price or $3,500 for each Lot, whichever is greater. The parties agree that the establishment of damages in the event of unauthorized withdrawal is difficult to determine, and Seller accepts and acknowledges that liquidated damages set forth herein are a fair and reasonable forecast of just compensation. These liquidated damages are stipulated as a reasonable pre-estimate of probable loss, and are not intended as a penalty. If Seller does not pay liquidated damages or sums owed, Seller agrees that Prime Prospect Horses LLC, agents, or partners disclosed or undisclosed, may retain any such fee or liquidated damages by any legal means necessary including from any and all proceeds payable to Seller’s account from this Sale or any other sale.
Private Sale Security Interest and Disclosure Requirements: Seller shall disclose the total sale price of each Consignment or Lot, inclusive of all commissions and considerations, and shall furnish all documentation as reasonably requested by Prime Prospect Horses LLC. Additionally, Seller grants a security interest to Prime Prospect Horses LLC in the Consignments or Lots, their registration certificates, and any proceeds thereof to secure the payment of any outstanding sums owed.
Veterinary Examination and Conclusive Determination: Should a Consignment be withdrawn due to infirmity, Prime Prospect Horses LLC reserves the right to appoint a veterinarian to examine the Consignment. The findings of the appointed veterinarian regarding the validity of the withdrawal reason shall be conclusive and binding on all parties involved.
Cloning rights: Exclusive cloning rights to all Lots shall pass to Buyer at the close of the Lot unless explicitly stated in the catalog. Neither Prime Prospect Horses LLC nor any pedigree research company engaged by Prime Prospect Horses LLC shall be responsible for providing information pertaining to tissues retained by Seller for future cloning purposes. The duty to disclose and verify information accurately in the sale catalog rests solely with Seller.
Seller Disclosure and Responsibility: Seller shall be solely responsible for the full disclosure of all defects of Consignments to Prime Prospect Horses LLC via the "Application for Consignment for Sale by Prime Prospect Horses LLC" form. Such disclosed defects shall be printed in the Sale catalog. This includes, but is not limited to, conditions affecting soundness for performance or breeding, sensory impairments, dental issues, behavioral vices, neurological disorders, respiratory issues, surgical histories, hoof conditions, and cosmetic alterations. Seller is responsible for verifying the accuracy of the published Lot description and additional details for all Seller’s Consignments and Lots.
Seller is the sole guarantor of all information pertaining to a Consignment or Lot as described in the Sale catalog. Prime Prospect Horses LLC shall bear no responsibility for any errors, omissions, or inaccuracies within the catalog.
PROGRESSION OF SALE
Stages of Sale: The Sale is conducted in four stages: (1) pre-sale: the time before the timed online sale; (2) the timed online sale: from the sale opening time as posted to the end of the last open Lot timer; (3) the Golden Hour: sixty (60) minutes after the time from the end of the last running Lot timer of the day; and (4) the Exclusive Negotiation Period: beginning seventy-two (72) hours from the end of the last running Lot timer of the day.
Public Announcement: After the Sale, Prime Prospect Horses LLC reserves the right to publish either by digital, print, or social media, sale prices for sold Consignments or Lots. Should there be an error in publishing, Seller and/or Buyer agree to hold Prime Prospect Horses LLC harmless. Any errors in publishing will not affect the actual sale price of Consignment or Lot. Notification to Prime Prospect Horses LLC of any such errors is encouraged and appreciated.
SALE FORMAT
Type of Sale: The Sale conducted by Prime Prospect Horses LLC is an online sale, whereby all bidding activities are conducted electronically via the designated online platform and either via internet or by its respective apps or any other method posted in advance of the Sale by Prime Prospect Horses.
Access to Sale: Participants are required to access the online platform through compatible electronic devices with internet connectivity. Prime Prospect Horses LLC is not responsible for any technical difficulties Participants experience due to devices used or connectivity issues.
Sale Procedures: All bids must be submitted through the online platform within the specified times for each Lot as listed in the Sale catalog. Participants will have the opportunity to view detailed descriptions and images of each Lot prior to bidding.
BIDDING PROCEDURES
Bidding: Bidding will take place via the Platform of Prime Prospect Horses LLC and either via internet or by its respective apps. Participants will be able to see current bid amounts, and Bidders may place bids accordingly during the Sale. Prime Prospect Horses LLC will provide timely updates on bidding activity; however, Participants are responsible for refreshing their browsers or apps to ensure Participant is viewing the most current data.
Right to Reject: Prime Prospect Horses LLC reserves the right to reject any and all bids and offers.
Minimum Bid: Unless stated by announcement or by special program, there shall be a minimum bid or upset price on any Lot offered for sale. The amount of the minimum bid may be variable throughout the Sale (example: a $2500 minimum bid for embryos but a $500 minimum bid for recipient mares) and is solely determined by Prime Prospect Horses LLC.
Minimum Increment Requirement: During the Sale, all bids submitted must adhere to predetermined minimum increments. These increments are established to ensure orderly progression in the bidding process. The specific minimum increment applicable will vary depending on the current bid level as follows:
For bids up to $10,000, the minimum increment is $250.
For bids over $10,000 up to $25,000, the minimum increment is $500.
For bids over $25,000 up to $50,000, the minimum increment is $1000.
For bids over $50,000 up to $100,000, the minimum increment is $2000.
For bids over $100,000 up to $150,000, the minimum increment is $2500.
For bids over $150,000, the minimum increment is $5,000.
Enforcement of Increments: Prime Prospect Horses LLC reserves the right to reject any bid that does not comply with the specified bid increments. Only bids that meet or exceed these increments will be considered valid and eligible for acceptance during the Sale.
Adjustment of Increments: Prime Prospect Horses LLC, at its sole discretion, may adjust the minimum bid increments at any time prior to or during the sale in response to the bidding activity or any other factors deemed relevant by Prime Prospect Horses LLC. Any changes to the bid increments will be announced to Participants.
Responsibility of Bidders: It is the responsibility of Bidders to familiarize themselves with the current bid and required minimum increment before placing a bid. Failure to comply with this requirement may result in the rejection of a bid. It is the responsibility of Bidders to read and inspect the catalog page and all associated links and documents before placing a bid. Any Buyer who fails to conduct due diligence prior to bidding or submitting an offer agrees to indemnify and hold harmless Prime Prospect Horses LLC from any claims, losses, liabilities, damages, costs, and legal fees that may arise.
Bidding Procedure: Bidder who places the highest bid acknowledged by Prime Prospect Horses LLC before the Lot closes will be deemed Buyer, provided the reserve price has been met and subject to the right of Prime Prospect Horses LLC to reject any and all bids.
Dispute Resolution: In the event of a dispute arising between or amongst Bidders during a Sale conducted by Prime Prospect Horses LLC, such dispute shall be resolved at the sole discretion of Prime Prospect Horses LLC, whose decision in this regard shall be final, absolute, and binding upon all parties involved. Prime Prospect Horses LLC reserves the unequivocal right to reopen the bidding process exclusively to Bidders who were actively contesting the bid immediately prior to the onset of the dispute, and, should no subsequent advance in bids be recorded, the Lot shall be sold to Bidder whose bid was last acknowledged as final by Prime Prospect Horses LLC. Furthermore, in the circumstance that the bid is reduced below the level of the initially recognized bid at the commencement of the dispute, Prime Prospect Horses LLC is empowered to reinstitute the bidding process open to all Bidders, with the highest bid received being deemed the winning bid, irrespective of whether said final bid exceeds the bid that was originally under dispute.
RESERVE PRICE
Establishment of Reserve Price: For each Lot offered in the online sale, Prime Prospect Horses LLC requests Seller to provide a Reserve Price on the “Application for Consignment for Sale by Prime Prospect Horses LLC" form. The Reserve Price may be changed by Seller by requesting a Statement of Revised Reserve Price from Prime Prospect Horses LLC. The Statement of Revised Reserve Price will be considered invalid unless it includes: Lot number, legible number of revised reserve price, legible Authentication Number of Seller, and signature of Seller.
Prime Prospect Horses LLC requires the Statement of Revised Reserve Price to be submitted prior to twenty-four (24) hours prior to the commencement of the sale. Any Statement of Revised Reserve Price submitted after the twenty-four (24) hours prior to the commencement of the sale and before the close of timer for referenced Lot, is done solely at the risk of Seller.
The Reserve Price is confidential and is not disclosed to Participants without expressed written consent from Seller. During the Golden Hour or Exclusive Negotiation Period, Seller may opt to disclose the Reserve Price to notified Bidders or Participants as long as the Seller has expressly communicated this to Prime Prospect Horses LLC via the Statement of Revised Reserve.
Effect of Reserve Price: No Lot will be sold unless the bidding reaches or exceeds the Reserve Price set by Seller. If the Reserve Price is not met by the closing of the Sale for that particular Lot, the Lot will be considered unsold.
Notification of Reserve Price Met: Participants will not be notified explicitly when a Reserve Price is met during the bidding process. The indication that a Lot has sold, as shown by the Sale's online platform, will implicitly communicate that the Reserve Price has been met or exceeded.
CLOSING OF BIDS
Scheduled Closing Times: Each Lot in the Sale shall close sequentially at the scheduled time, at an interval of three (3) minutes following the closing of the preceding Lot, in accordance with the scheduled times listed on the Platform. Prime Prospect Horses LLC reserves the right to adjust closing times and will notify Participants of any changes during the Sale.
Extended Bidding Procedure: Notwithstanding the aforementioned scheduled closing times, if any bids are placed within the final three (3) minutes of a Lot’s scheduled closing time, the bidding period for that Lot shall automatically extend. An additional three (3) minutes will be added to the closing time of the Lot currently receiving bids (hereinafter referred to as the "extended bidding period").
Continuation of Bidding: The extended bidding period will continue in successive three (3) minute increments for as long as bidding remains active, which is to say, subsequent bids are placed within each ongoing three-minute extension period. Bidding for a Lot shall conclusively close only following a three-minute interval during which no further bids have been placed.
Lot Groups: Lots may be combined into groups (hereinafter referred to as Lot Groups) at the sole discretion of Prime Prospect Horses LLC. Lots in a designated Lot Group shall close simultaneously at an interval of three (3) minutes following the closing of the preceding Lot or Lot Group, in accordance with the scheduled times listed on the Platform. Notwithstanding the aforementioned scheduled closing times, if any bids are placed within the final three (3) minutes of scheduled closing time for any Lot designated as part of a Lot Group, the bidding period for all Lots in said Lot Group shall automatically extend. An additional three (3) minutes will be added to the closing time of Lots in the Lot Group currently receiving bids. The extended bidding period will continue in successive three (3) minute increments for as long as bidding remains active, which is to say, subsequent bids are placed within each ongoing three-minute extension period. Bidding for Lots in a Lot Group shall conclusively close only following a three-minute interval during which no further bids have been placed for any Lot within the Lot Group.
Monitoring Bidding Time: Participants are advised to monitor the time remaining for each Lot closely, which can be viewed under the image of the Lot on the Platform. The clock displayed therein shall reflect the current time remaining until the Lot closes, incorporating any extensions due to active bidding.
Timely Bids: It is the responsibility of Bidder to ensure that their bids are made in a timely manner, taking into account the dynamic nature of the closing times due to the extended bidding feature. Prime Prospect Horses LLC assumes no liability for bids missed due to the expiration of the Lot timer.
Finalization of Sale: Upon closure of bidding for a Lot, the highest bid received during the final, uncontested three (3) minute interval will be deemed the winning bid, subject to the fulfillment of all other terms set forth herein. Prime Prospect Horses LLC shall subsequently proceed with finalizing the sale of the Lot to Buyer.
TOP TWO PROGRAM
Eligibility and Initiation: In instances where the Reserve Price established by Seller for a Lot is not met or exceeded pursuant to the terms of the Sale, and Seller has opted for said Lot to be included in the Top Two Program, Prime Prospect Horses LLC reserves the right to act as a neutral third party to facilitate a sale between Seller and the top two Bidders of the Lot, herein referred to as “notified Bidders”.
Confidentiality Measures: Prior to, during, and after the Sale, whether or not a Lot is included in the Top Two Program is kept in complete confidentiality. The only people that are aware of the inclusion of any Lot in the Top Two Program are Prime Prospect Horses LLC and Seller of said Lot. The only exception to this is when Prime Prospect Horses LLC contacts the notified Bidders after the reserve price has not been attained for a Lot participating in the Top Two Program. Should a Lot reach or exceed its Reserve Price, Lot’s status of inclusion in the Top Two Program will not be disclosed by Prime Prospect Horses LLC. The Reserve Price, unless requested to be disclosed by Seller, any revisions to the final bids to anyone other than Prime Prospect Horses and Seller, and the identities of the notified Bidders, shall be maintained in strict confidence throughout the Top Two Program.
Notification Obligations: Subsequent to the termination of the Lot timer, within a period not exceeding fifteen (15) minutes, Prime Prospect Horses LLC shall dispatch communication to the top two Bidders, referred to herein as the notified Bidders, informing them of the Lot's participation in the Top Two Program and instructing them to await further directives.
Consultation with Seller: Subsequent to the termination of the Lot timer and prior to the end of the last running Lot timer within the Sale, Prime Prospect Horses LLC shall attempt to engage in communications with Seller to discuss potential adjustments to the Reserve Price; provided, that Seller shall be under no obligation to amend or disclose said Reserve Price. Seller may also request that the Reserve Price be disclosed to notified Bidders. Should Seller wish to amend the Reserve Price or disclose Reserve Price to notified Bidders, Prime Prospect Horses LLC will send them a Statement of Revised Reserve Price. This must be reviewed, signed, and returned to Prime Prospect Horses LLC before the end of the Golden Hour. Should Seller not review, sign, or return the Statement of the Revised Reserve Price prior to the end of the Golden Hour, the Reserve Price will remain as previously stipulated. Should Seller be unreachable during said period, the Reserve Price and level of disclosure previously stipulated by Seller shall prevail. Following the conclusion of consultations with Seller or upon expiration of the last running Lot timer, no modifications to the Reserve Price shall be entertained. This Reserve Price, whether adjusted or not, is referred to as the “final reserve price”.
Opportunity for Bid Revision: Subsequent to the termination of the Lot timer and prior to the lapse of one hour following the closure of the last running Lot timer of the day, denoted as the "Golden Hour," Prime Prospect Horses LLC shall attempt to engage in communications with notified Bidders to discuss potential adjustments to their last bid for said Lot; provided, that Bidders shall be under no obligation to amend said bid. Bidder may choose to keep their bid the same, raise their bid, or remove their bid completely for said Lot. Bid increments previously established have no bearing on the Top Two Program. Bidder’s bid adjustment or removal has no bearing on any other Lot. Bids descending below the original final bid amount will not be entertained. Should notified Bidder keep their bid the same or wish to revise their last bid for said Lot, Prime Prospect Horses LLC will send them a Statement of Revised Last Bid. This must be reviewed, signed, and returned to Prime Prospect Horses LLC before the end of the Golden Hour. Should notified Bidders not review, sign, or return the Statement of the Revised Last Bid prior to the end of the Golden Hour, their interest will be considered terminated for said Lot. Should notified Bidders be unreachable during said period, their interest will be considered terminated for said Lot. No other Bidders will be eligible to take the place of either of the notified Bidders whether or not the notified Bidders wish to be a part of the Top Two Program. Bids received via the returned Statement of the Revised Last Bid within the Golden Hour, are referred to as the “final last bid.” No further review or alteration of the bids or reserve price shall be permissible subsequent to the end of the Golden Hour.
Conclusive Sale Procedures: In the event that final last bid tendered by notified Bidders meets or surpasses Seller’s final reserve price for said Lot, the highest of such bids shall be deemed the winning bid, thereby resulting in the sale of the Lot, which shall subsequently be marked as sold. Should the bids be identical, Bidder that had the highest bid during the online timed sale will be regarded as Buyer of the Lot. The final sale price, reflected as the final bid price shall be publicly disclosed as the sold price.
EXCLUSIVE NEGOTIATION PERIOD
Exclusive Right of Prime Prospect Horses LLC: Regardless of whether a Lot is included in the Top Two Program, sold Prime Prospect Horses LLC has the exclusive right to negotiate the sale of an unsold Lots during the seventy-two (72) hour period immediately following the ending of the bid timer on the last open Lot on the day the Lot is offered for sale.
During the Exclusive Negotiation Period, Prime Prospect Horses LLC will accept offers from Participants and will inform Seller of offers received for unsold Lots during this time. The names of Participants will be kept confidential. Seller shall have the right to accept or reject any offers made during this period. Acceptance of any offer shall be at the sole discretion of Seller but must be communicated in writing to Prime Prospect Horses LLC during the Exclusive Negotiation Period. For any offer accepted, the Consignment or Lot will be treated as sold, and Seller and Buyer will be subject to the terms of this agreement. The final sale price shall be publicly disclosed as the sold price. Should Seller not communicate acceptance of the offer in writing within the Exclusive Negotiation Period, the offer will be considered as rejected.
Termination of Exclusivity: If a Lot remains unsold after the Exclusive Negotiation Period, the rights to sell the Consignment shall revert to the Seller without any further obligations to Prime Prospect Horses LLC, subject to any other terms set forth in the Terms and Conditions.
CATALOG
Listing of Lots: The composition of a Lot is determined by Prime Prospect Horses LLC or Seller and is documented in the catalog or listing prior to the commencement of the Sale.
Order: Prime Prospect Horses LLC has the sole right to determine Lot order in any manner.
Seller Responsibility of Catalog Accuracy: Prime Prospect Horses LLC makes every reasonable effort to ensure the correctness of information published in the Sale catalog, but accuracy of catalog information is the ultimate responsibility of Seller, even when information is obtained by Prime Prospect Horses LLC from third parties. Prime Prospect Horses LLC disclaims all responsibility for the consequences of any errors within the catalog or any verbal or other written statements about Consignments or Lots. Notification to Prime Prospect Horses LLC of any such errors is encouraged and appreciated.
INSPECTION OF CONSIGNMENTS
Repository Information: The Repository maintained by Prime Prospect Horses LLC provides veterinary professionals and Participants access to digital radiographs. The maintenance and operation of the Repository does not modify the existing conditions of the Sale, which are binding on Participants. Digital radiographs are provided on some Consignments to assist in the evaluation process but should not considered be considered a replacement for physical examination. The obligation to supply necessary radiographs to the Repository rests solely with Seller. Radiographs do not guarantee the soundness or health of Consignment; Participants are strongly encouraged to use the Repository in conjunction with a licensed veterinarian. Submitted radiographs remain the property of Prime Prospect Horses LLC. Radiographs will not be available for viewing after the timer ends on a Lot.
Responsibility and Indemnity: Prime Prospect Horses LLC does not review, endorse, or validate the accuracy or completeness of any veterinary statements, digital radiographs, genetic testing results, or any other information presented in the Sale catalog. It is Seller’s responsibility to ensure accurate disclosure of all relevant and necessary information within the Repository. Failure to disclose, or any inaccuracies in the information provided, can result in significant legal liabilities for Seller, and Seller agrees to indemnity and hold harmless Prime Prospect Horses LLC from any claims, losses, liabilities, damages, costs, and legal fees that may arise due to incomplete or inaccurate information provided by Seller.
Prime Prospect Horses LLC advises all Participants to inspect any Consignment with the assistance of a licensed veterinary professional prior to bidding. Participants assume full responsibility for the inspection of Consignments prior to bidding in the Sale. Any Participant who elects not to perform a pre-purchase examination assumes all risks associated with such a decision. Any Participant who fails to conduct due diligence prior to purchase agrees to indemnify and hold harmless Prime Prospect Horses LLC from any claims, losses, liabilities, damages, costs, and legal fees that may arise due to unrecognized conditions or defects.
Genetic Disease Panel and Testing Results for Prime Prospect Horses LLC: Prime Prospect Horses LLC mandates Sellers to provide official genetic testing results obtained through the American Quarter Horse Association's (AQHA) official testing program, specifically the “6 panel” genetic tests for Consignments. For vitrified embryos and embryos or foals in utero, Seller must provide “6 panel” genetic test results for sire and dam of said Consignment. Prime Prospect Horses LLC will only recognize and accept “6 panel” genetic tests from laboratories recognized and used by AQHA. Exceptions to this mandate apply in specific cases for consigned vitrified embryos and embryos or foals in utero under the following conditions: if the sire or dam is deceased and lacks available genetic testing; or if the sire or dam is not owned by Seller or any entity associated with Seller and lacks available genetic testing. In all other circumstances, Seller must provide test results obtained through Veterinary Genetics Laboratory (VGL) and AQHA or submit all necessary materials and fees required for Prime Prospect Horses LLC to RUSH “6 panel” genetic testing for Consignments.
Should Seller not receive official test results prior to one (1) week prior to sale date it is Seller’s responsibility to contact Prime Prospect Horses LLC immediately. Seller must grant Prime Prospect Horses LLC permission to communicate with VGL and AQHA regarding said Consignment. Should the fault of the lack of “6 panel” genetic test results be determined to be by VGL or AQHA, Prime Prospect Horses LLC may waive the requirement at their sole discretion for “6 panel” testing for the Lot in question.
Prime Prospect Horses LLC reserves the right to waive the requirement for “6-panel” genetic testing at its discretion. For any Lots where “6-panel” genetic testing is not available, Prime Prospect Horses LLC will indicate either the following or a generic statement describing the following, determined and worded solely by Prime Prospect Horses LLC, on the catalog page of said Lot:
THIS LOT WAS UNABLE TO OBTAIN 6-PANEL TESTING
Seller must return all official test results to Prime Prospect Horses LLC upon receipt. Refusal to comply with this provision to provide all necessary official test results prior to twenty-four (24) hours prior to the day of the sale will lead to the Consignment being considered as an “unauthorized withdrawal”. Subsequent procedures applicable to “unauthorized withdrawal” Consignments will then be applicable.
Seller is responsible for verifying the status and accuracy of the “6 panel” results as printed in the catalog. Neither Prime Prospect Horses LLC nor Seller guarantees the accuracy of genetic testing results. Prime Prospect Horses LLC explicitly declares that it does not render any opinion regarding the current available “6 panel” genetic disease panel tests nor does it interpret or endorse any test results, and it extends no warranties as to the accuracy of such results.
BROODMARES AND RECIPIENT MARES
Veterinary Certification and Pregnancy Status: Each broodmare or recipient mare in foal presented in the sale will be accompanied by a veterinary certificate reflecting the veterinarian’s manual examination conducted within seven (7) days prior to the sale date, asserting the mare’s pregnancy status. Pregnancy status will be listed in the catalog.
Should broodmare or recipient mare be “open” at this examination, Seller must notify Prime Prospect Horses LLC immediately. In the case of an “open” broodmare or recipient mare, Seller has the option to request that the Consignment be considered for the Sale or may offer a replacement to be considered for the sale or may choose to request Consignment to be an authorized withdrawal. Should Prime Prospect Horses LLC accept this “open” broodmare or recipient mare, the commission will be reinstated and Seller will not incur an additional entry fee to supplement the entry fee already paid. Should Prime Prospect Horses accept a replacement for the authorized withdrawal, Seller will be responsible for a new reduced entry fee based on the category the replacement Consignment is a part of.
Obligation to Return: All recipient mares shall be returned to the facility designated in the Sale contract by October 30th of the year of foaling. Recipient mares must be returned open and in good condition unless otherwise expressly stated in the sale contract. The issuance of breeder’s certificates for any resultant foal is contingent upon the return of the recipient mare in accordance with these terms. Failure to return the recipient mare as required shall obligate Buyer to pay the owner of the recipient mare a recipient mare purchase fee of $5,000, which must be paid prior to the issuance of any breeder’s certificate.
Restriction of Recipient Mares Who Are Subject to Return: All recipient mares must be housed in the contiguous United States until returned to owner of the recipient mare or designated facility unless otherwise expressly stated in the sale contract. Any recipient mares subject to return that are removed from the contiguous United States will incur a purchase fee of $5,000 payable immediately to the owner or designated facility of the recipient mare.
Procedure for Return of Recipient Mare: Buyer must notify the owner of the recipient mare or designated facility at least 24 hours prior to the intended return of the recipient mare to coordinate the return. The recipient mare must be returned during regular business hours, unless alternative arrangements are stipulated in writing between Buyer and the designated facility.
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If a recipient mare is not returned, or is returned bred, or is returned in poor condition, Buyer shall incur a recipient mare purchase fee of $5,000 payable immediately to the owner of the recipient mare. In the event of the death of a recipient mare, both the designated facility and Prime Prospect Horses LLC must be notified within two (2) days of the mare's death, accompanied by a veterinary statement. Absence of such a statement will result in a charge of the full $5,000 recipient replacement fee; however, if a veterinary statement is furnished, a reduced fee of $3,000 is payable within five (5) days to the designated facility, unless otherwise stated in the contract.
Buyer’s Failure to Comply in Regards to Recipient Mares: In the event that Buyer fails to return the recipient mare, removes the recipient mare from the contiguous United States, returns the recipient mare bred, or in poor condition, and furthermore fails to make payment of the recipient mare purchase fee, Buyer hereby grants a security interest to both the owner of the recipient mare and Prime Prospect Horses LLC in the foal resulting from the services under this agreement as collateral for the fulfillment of Buyer's obligations.
FOALS IN UTERO, EMBRYOS IN UTERO, FROZEN OR VITRIFIED EMBRYOS
No Guarantee: Buyer acknowledges that there is no live foal guarantee for vitrified embryos or embryos or foals in utero. It is strongly recommended that Buyer obtain insurance for the Lot immediately upon the Lot being marked as sold during the Sale. Prime Prospect Horses LLC disclaims any guarantee that insurance will be available for any Consignment. All contractual arrangements concerning the breeding of broodmares in the Sale or any embryos or foals in utero are strictly between Seller and Buyer.
Pedigree: Prime Prospect Horses LLC nor any pedigree research firm, shall bear responsibility for the provision of produce information regarding unregistered foals, pending registrations, frozen or vitrified embryos, or multiple embryos from the same year out of mares or dams in the sale; nor will Prime Prospect Horses LLC nor any pedigree research firm be held liable for the belated awareness of such information by Buyer or Seller.
Vitrified Embryos or “Frozen” Embryos: For vitrified or frozen embryos, Buyer is solely liable for all expenses related to the breeding to the designated stallion, including but not limited to securing a duly executed stallion breeder’s certificate from the owner of the stallion. Whether or not stud fee and expenses have been paid by Seller will be listed in documents linked on the Lot’s catalog page. Buyer further agrees to indemnify, defend, and hold harmless Seller and Prime Prospect Horses LLC from any and all claims, liabilities, or legal actions that may arise should Buyer fail to procure an executed stallion breeder’s certificate concerning the embryo.
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Each vitrified embryo purchased under this agreement will be accompanied by an AQHA Frozen Embryo Permit (hereinafter referred to as the "Permit"), which shall be transferred to Buyer at the American Quarter Horse Association (AQHA). The obligation to obtain the release of the stallion breeder’s certificate from the stallion owner, pursuant to the terms stipulated by the stallion owner, shall rest solely with Buyer. In no event shall Buyer have any claims against Seller or Prime Prospect Horses LLC should the release of the stallion breeder's certificate not be secured for any reason whatsoever.
LOT OWNERSHIP AND TRANSFER
Immediate Transfer of Title: Upon closing of a Lot, title and ownership of the Lot shall transfer immediately to Buyer. The transfer of ownership occurs instantaneously and does not depend on the physical delivery of the Lot to the Buyer.
Buyer and Seller Responsibilities: Prime Prospect Horses LLC has no responsibility for the care and custody of any Consignment. Care and welfare of Consignments is at Seller’s expense for any unsold Lot without any liability to Prime Prospect Horses LLC. Care and welfare of Lot is at Buyer’s expense for any sold Lot without any liability to Prime Prospect Horses LLC.
Upon closing of a Lot, Buyer assumes full responsibility for the Lot, including all risks of loss, maintenance, care, and expenses. As a courtesy, Seller agrees to provide reasonable care of Lot for ten (10) days post sale of Lot without charge to Buyer. Buyer is advised to ensure proper care is provided. Prime Prospect Horses LLC encourages Buyer to obtain insurance for any Consignment purchased immediately upon closure of Lot. Buyer is responsible for arranging transportation for any Lots purchased. Responsibility for any embryo storage fees and the risk of loss shall transfer to Buyer upon the close of the Lot.
Indemnification: Buyer agrees to indemnify and hold harmless Prime Prospect Horses LLC and the Seller from and against all losses, costs, and expenses arising out of the ownership of the Lot, including, but not limited to, the illness, injury, or death of the Lot, damage to property, and injury or death of persons caused by the Buyer, its agents, or employees, or by the Lot. This indemnification applies irrespective of whether the Lot has been physically delivered to the Buyer.
PAYMENT TERMS
For Lots closed during the timed online sale or during the Golden Hour: Upon Lot close, Buyer shall be obligated to pay the full purchase price as stated for the Lot acquired. Settlement of the purchase price must be rendered in full to Prime Prospect Horses LLC no later than 5:00 PM Central Standard Time (CST) on the Monday immediately following the completion of the sale. Payment to any party other than Prime Prospect Horses LLC is expressly prohibited and shall not be deemed to constitute settlement under any circumstances.
For Lots closed during the Exclusive Negotiation Period: Upon Lot close, Buyer shall be obligated to pay the full purchase price as stated for the Lot acquired. Settlement of the purchase price must be rendered in full to Prime Prospect Horses LLC no later than twenty-four (24) hours after Prime Prospect Horses LLC has received Seller’s signed Acceptance of Offer form. Payment to any party other than Prime Prospect Horses LLC is expressly prohibited and shall not be deemed to constitute settlement under any circumstances.
Payment Method: Settlement shall be made using funds from a United States bank or in United States currency by means of a bank/ACH transfer, bank check, cash, certified check, travelers check, or such other methods as may be pre-approved by Prime Prospect Horses LLC. Prime Prospect Horses LLC reserves the right to allow additional forms of payment or restrict methods of payment by posting accepted payment forms in the Sale catalog. All Participants are responsible for verifying accepted methods of payment in the Sale catalog. Failure to comply with the settlement terms herein specified shall result in the Buyer being in default, thereby authorizing Prime Prospect Horses LLC or Seller to initiate legal proceedings against the defaulting party. Prime Prospect Horses LLC expressly disclaims any responsibility for the Buyer’s failure to effectuate settlement as prescribed herein. Furthermore, any individual or entity issuing a payment instrument that is subsequently returned or refused for reasons including, but not limited to, “insufficient funds,” “payment stopped,” or “account closed,” shall be subject to criminal prosecution to the fullest extent permitted by law, in addition to being liable for all related legal and equitable remedies, including, but not limited to, the accrual of interest, court costs, and reasonable attorney’s fees.
No Liability: Under no circumstance will Prime Prospect Horses LLC be liable for the purchase price of any Lot. Prime Prospect Horses LLC shall not be liable for any deficit should any accepted price be less than the initial top bid. It is explicitly stated that Prime Prospect Horses LLC disclaims any liability for Buyer’s non-performance.
Default: Should Buyer fail to comply with the terms and conditions stipulated herein and thus fail to accept bid responsibility or make settlement as required, Buyer shall be deemed in default. Prime Prospect Horses LLC reserves the right to (a) accept the same purchase amount from another Participant, (b) accept the next highest bid from another Participant, (c) repost the Lot as a new or refreshed Lot in the same Sale, or (d) retain the Lot for Seller as unsold. Should Prime Prospect Horses LLC retain the Lot for Seller as unsold, Seller agrees to accept the Lot back as unsold without further obligation by Prime Prospect Horses LLC, subject to the Exclusive Negotiation Period.
Prime Prospect Horses LLC, in conjunction with Seller, reserves the right to initiate legal proceedings against any party in default. Defaulting Buyer shall be responsible for all costs incurred by Prime Prospect Horses LLC, including legal fees necessary for the collection of outstanding amounts or the enforcement or interpretation of these conditions of sale. It is explicitly stated that Prime Prospect Horses LLC disclaims any liability for Buyer’s non-performance.
Disputes: In the event Buyer gives notice of a dispute or refuses to pay for a Lot due to a claim of misrepresentation, fraud, or breach of warranty, Prime Prospect Horses LLC reserves the right to withhold the net proceeds of sale for the Lot until the claim has been resolved and payment of the Lot has been received by Prime Prospect Horses LLC.
Security Interest in Lot: Buyer grants Prime Prospect Horses LLC a security interest in the Lot purchased and its certificates of registration, along with any products and proceeds thereof, to secure payment of any outstanding balance owed to Prime Prospect Horses LLC.
Rights Reserved: It is warranted by Seller that Prime Prospect Horses LLC is entitled to all applicable fees associated with the sale of any Consignment or Lot. Participants agrees that Prime Prospect Horses LLC is authorized to use any and all legal means necessary to collect such fees if a Lot is sold as a result of the timed online sale, Golden Hour, or Exclusive Negotiation Period.
NO RETURNS OR REFUNDS
Prime Prospect Horses LLC enforces a strict policy whereby all sales are final and binding. No returns will be accepted, and no refunds will be issued. Provided, however, should Buyer prevail in the arbitration or litigation of a dispute and subsequently elect to return the Lot and seek a refund, all fees associated with the Sale shall become immediately due and payable by Seller to Prime Prospect Horses LLC. Any expenses incurred by Prime Prospect Horses LLC for care of the Lot during the dispute resolution period shall be reimbursed by the non-prevailing party prior to the release of the Lot by Prime Prospect Horses LLC.