These terms and conditions (User Agreement) shall apply to all auctions and sales of thoroughbred bloodstock (Lot) conducted through the website [www.inglisdigital.com.au] (the Site) operated by William Inglis & Son Limited ABN 75 000 011 307 NSW Licence No. 119873 and VIC Licence No 070622L (Inglis).
All bidders wishing to bid on any auction of a Lot (the Bidder) and any vendors wishing to submit a Lot for sale by auction (the Vendor) must register as a user of the Site (a User).
protect your account, including your username and password.
you will not copy, modify or distribute rights or content from the Site or Inglis trademarks and copyright.
Inglis is unable to verify your identity or any information you have provided Inglis.
Bidders may contact Vendors directly to arrange for pre-bidding inspections, veterinary examinations, transportation arrangements and other such reasonable enquires.
A Bidder may not contact a Vendor for the purposes of purchasing a Lot from a Vendor outside an Auction other than in accordance with clause 6.
To arrange transport and delivery of any purchased lot, once purchase has been confirmed by Inglis.
A Vendor listing a Lot on the Site authorises Inglis to take the Lot on consignment and to act as the Vendor's exclusive agent to sell the Lot by auction and, in the case of a passed in Lot, by private treaty.
If a bid is disputed or there is any other problem in relation to a sale, Inglis is the sole arbiter, and may settle any dispute or problem on such terms as Inglis thinks fit. Inglis' decision shall be final and binding on all parties.
Inglis may, in case of a dispute or any other problem with a sale, elect to re-offer the Lot for sale.
Inglis can refuse to accept any bid which in Inglis' opinion is not in the best interests of the Vendor. Inglis does not have to give a reason for refusal.
If a Vendor wishes to impose a reserve price, the Vendor must specify this at the time of listing the Lot.
A Vendor will not be entitled to remove or vary the reserve price of a Lot after its listing without written consent from Inglis.
Inglis may withdraw any Lot from sale without being obliged to give a reason for doing so.
any statements in the listing.
Inglis, in its absolute discretion, reserves the right to exclude any person/s from an Auction.
The Catalogue will be published two days prior to the Auction.
Auctions will be scheduled to start at 10:00 AEST on the days nominated on our sales calendar found at inglis.com.au/sales-calendar.
The conclusion of the Auction will start 5 days after its commencement with the first Lot in the Catalogue at 10:00 AEST and each Lot proceeding by one (1) minute intervals (Auction End).
A Lot will not be listed until the listing fee for the Lot has been paid by the Vendor to Inglis in full.
Only Users may place a bid on a listing.
Once you place a bid, it cannot be withdrawn.
no compensation is payable by either the Vendor or Inglis for any faults, imperfections or other defects save as required by law.
Before you place a bid, Inglis recommends that you obtain independent professional advice, including but not limited to veterinary, financial and legal advice which takes in account your particular circumstances.
A Bidder is taken to be a principal and shall be personally liable as such.
All bids made for a Lot will be visible on the listing to other Users.
Bids will only be accepted prior to the Auction End of the listing.
If a bid is placed on a Lot within the final five (5) minutes prior to its Auction End, the Auction will automatically be extended for a further five (5) minutes period until a period of a full five (5) minutes period has passed without a bid being placed by any Bidder.
have any obligation to verify or authenticate any information in a listing of a Lot made by a the Vendor or a third party about any Lot offered for Auction.
the highest bid will be Purchase Price.
Where the Vendor has specified a reserve price, a Lot will be deemed to have been passed in where the highest bid at the Auction End does not meet or exceed the reserve price (Passed In).
must sign and provide to the Vendor such documents Inglis and the Vendor requires.
Once a Lot is sold by Auction, no further negotiations will be conducted by Inglis.
Where the Vendor is the highest Bidder of their Lot at the Auction End, Inglis shall be entitled to commission. In such circumstances, the Vendor shall have no obligation to pay the Purchase Price.
Any dispute arising between the Vendor and the Purchaser in relation to a Lot must be resolved between them only, and a Lot cannot be returned to Inglis or its stables.
on receipt of the Purchase Price (or such other arrangement as agreed to prior with Inglis), notify the Vendor that the Purchase Price has been received by Inglis (Confirmation of Sale).
not do any act or thing prejudicial to the respective interests of the Vendor and Inglis in the Lot.
A Lot that is Passed In will automatically be listed on the "Classic Classified" classifieds operated by Inglis at www.bloodstock.com.au. under the same terms as specified on the Lot's Auction listing. The listing price displayed will be the reserve price of the Lot or “Price On Application” for Lots that are being offered unreserved.
No Lot shall be sold privately prior to the auction without the prior written consent of Inglis.
In the event of any prior sale, Inglis shall be entitled to commission as if the Lot was sold through the Site, and the Vendor shall provide Inglis with full details of any such sale.
The sale of Passed In Lots must be referred to the Vendor for approval.
Inglis must pay the proceeds of sale to the Vendor within ten (10) business days of the sale unless other arrangements have been agreed to in writing between the Vendor and Inglis or the sale is validly cancelled under these terms.
Prior to paying the proceeds of sale to the Vendor, Inglis may deduct all of its fees as set out on the entry form or otherwise agreed in writing.
Inglis has received all identification information as required by Inglis to verify the identity of the Purchaser and the Vendor.
The net proceeds of sale is a debt owing by Inglis to the Vendor, however Inglis is authorised to pay any part of the proceeds of sale to any Secured Party with a Security Interest affecting the Lot in order to obtain clear title to the Lot and such payment will discharge any obligation by Inglis to the Vendor with respect to such amount.
Upon the payment of the net proceeds of sale from Inglis to the Vendor, title to the Lot passes to Inglis.
If the Vendor agrees to extend any credit terms to the Purchaser, then Inglis shall be under no obligation to the Vendor as to collection and payment of the Purchase Price. In any such case the Vendor shall remain fully responsible for the due payment to Inglis of the commission and all other moneys owing to Inglis in connection with the auction and sale of the Lot, whether or not the Vendor is paid by the Purchaser.
Any arrangements under clause 7.6 must be in writing and executed by the Vendor, Purchaser and Inglis.
The Vendor and the Purchaser must disclose to Inglis the terms of payment of any purchase at any time upon request by Inglis.
This clause may be varied at any time provided Inglis gives written notice of the change of terms and conditions prior to the commencement of the auction.
pay the full Purchase Price to Inglis within sixty (60) minutes of the Auction End, unless other arrangements have been agreed to in writing by Inglis.
If the Purchase Price or any part is not paid in accordance with clause 8.1, the Purchaser is liable to pay interest on the outstanding balance at the rate of 16% per annum calculated daily in arrears from the Auction End date up to and including the date of payment.
To retain any moneys paid by the Initial Purchaser, over and above moneys forfeited pursuant to clause 8.3(a) (i) as security for any damages or other moneys payable by the Initial Purchaser to the Vendor and/or Inglis under the conditions of sale.
Alternatively, the Vendor, or if Inglis has already accounted to the Vendor for the Purchase Price then Inglis, may elect to affirm the sale and sue the Initial Purchaser for the Purchase Price and interest and other moneys payable by the Initial Purchaser under the conditions of sale, or such part or parts of such moneys as may be outstanding at any time.
Any potential Bidder seeking credit or finance from Inglis must enter into a credit or finance arrangement with Inglis prior to the commencement of the Auction. Any such arrangement shall be between Inglis and the Bidder as principals, and shall not involve the Vendor nor form part of any sale whether made by auction or private treaty. The extension of credit or finance by Inglis to a Bidder at a prior sale shall not automatically apply at this sale, and it is a Bidder's responsibility to reaffirm credit arrangements with Inglis prior to bidding.
The Purchaser must pay the Purchase Price to Inglis in accordance with the credit contract.
Any Purchaser who seeks to purchase a Lot on credit authorises Inglis to seek from third parties and be provided with personal information, including financial information, about the creditworthiness of the Purchaser for the purpose of allowing Inglis to assess a request for credit submitted by the Purchaser.
The Vendor shall bear the sole risk and responsibility for a Lot until risk in the Lot passes to the Purchaser pursuant to clause 9.2.
Despite clause 10, upon the Confirmation of Sale, the sole risk and responsibility for a Lot shall be borne by the Purchaser, who shall thereafter be responsible for all expenses incurred in respect of the Lot, including care of the Lot. Such expenses include but are not limited to stabling, agistment and transport charges.
Such risk and responsibility shall include any loss, expenses, injury or damage caused by intentional act or omission, negligence (whether caused by any act or omission on the part of Inglis or its servants or agents), accident, disease, illness, act of God, or otherwise.
The Purchaser indemnifies and holds harmless Inglis, Inglis and the Vendor for any loss, expense, injury or damage contemplated by clause 9.3.
Any Lot not sold, or for which any sale is subsequently cancelled, shall remain at, or revert to, the risk of the Vendor, who shall be responsible for all expenses pertaining to the Lot and where applicable for removal of the Lot from the premises of Inglis.
Inglis shall be entitled, in its absolute discretion and at the expense of the Vendor or the Purchaser (as Inglis determines) to engage a veterinary surgeon to inspect and/or treat any Lot.
Prior to the commencement of an Auction, the Vendor must execute and deliver to Inglis all such documents as may be necessary to confirm registration of the Lot with Racing Information Services Australia Pty Ltd and to permit registration of the transfer of title to the Lot from the Vendor to the Purchaser, plus evidence of payment of all stud book and registration fees payable for the Lot up to the date of the sale. If the Vendor fails to provide all necessary documents as required then Inglis may, but is not required to do so, obtain these documents on behalf of and at the expense of the Vendor.
Title in a Lot shall not pass to the Purchaser until the full Purchase Price and all other costs and expenses owed by the Purchaser to Inglis or the Vendor for the Lot have been paid by the Purchaser to Inglis, notwithstanding that the Purchaser may have taken delivery of the Lot.
After the Auction End, Inglis shall be authorised on behalf of the Vendor to complete the registration and transfer documentation in the name of the Purchaser, and to do all such other acts and things as may be necessary to effect the transfer of title to the Lot. Both the Vendor and the Purchaser must execute such other documents and do such other acts and things as are necessary to give effect to these terms and conditions and to complete the sale and transfer of title to the Lot.
Inglis is entitled, but without being under any obligation to do so, to retain the title documents for a Lot until the Purchase Price and all other moneys owing by a Purchaser to the Vendor or Inglis have been paid. Where the Vendor buys back a Lot, Inglis may retain the registration documents until all commissions and other moneys owing by the Vendor have been paid.
The Purchaser shall, in the absence of other arrangements with Inglis, take delivery of the Lot within five (5) days of the Confirmation of Sale, and where applicable, shall remove the Lot from its location (unless other arrangements are agreed to with the Vendor). Inglis may in its discretion refuse to issue a Confirmation of Purchase until the full Purchase Price and all other moneys owing to either the Vendor or Inglis have been paid.
If the Purchaser takes delivery of the Lot prior to payment of the Purchase Price and the sale is cancelled pursuant to clause 8.3(a), the Vendor and/or Inglis may, without any prior notice to the Purchaser, take all necessary steps and use any reasonable force, either by themselves or through servants and agents, to recover possession of the Lot. For this purpose they may enter upon any land or premises and repossess the Lot. All costs and expenses of any such repossession activity shall be a debt owing by the Purchaser to the Vendor or Inglis (as the case may be). Until payment of the Purchase Price in full, the Purchaser shall at all times inform Inglis of the address of the premises at which the Lot is for the time being located.
the Lot shall be returned to the Vendor at the Vendor's expense. Any transportation, agistment and veterinary costs incurred by the Purchaser from the date of purchase up to cancellation of the sale shall be to the Purchaser's account.
In the circumstances where the Purchaser exercises its rights pursuant to clauses 11.3, 13 or 16, the debt owing by Inglis to the Vendor under 7.4 is void and where Inglis has already paid the Vendor the proceeds of sale, the Vendor must repay those monies to Inglis on demand.
These terms and conditions, together with the terms and conditions of any credit or financing arrangement for value extended by Inglis, at its discretion, to the Purchaser as a pre-condition to permitting the Purchaser to take possession of the Lot prior to payment of the full amount of the Purchase Price, will constitute a security agreement under the PPS Act.
Inglis may at its discretion register the Security Interest created under clause 12.2, on the PPSR and amend such registration as may be required from time to time.
The Purchaser agrees to execute any and all documents, provide all necessary information and do anything else required to ensure that Inglis obtains and maintains a perfected security interest as required by the PPS Act, which will have priority over all other Security Interests or encumbrances over or affecting the Lot and all fees and costs associated therewith, plus any fees and costs incurred by or on behalf of Inglis in relation to the maintenance, enforcement and/or discharge of such security interest are to be reimbursed by the Purchaser.
If in Inglis' opinion Inglis' security position or obligations under or in connection with these terms and conditions of sale and any credit or financing arrangement between the parties have been or will be materially adversely affected, Inglis may by notice to the Purchaser cancel any credit or financing arrangement between the parties and the Purchaser must immediately pay to Inglis all monies owing by the Purchaser to Inglis within 15 business days of that cancellation.
The Purchaser undertakes not to dispose of any of rights in the Lot or grant any Security Interest, or other encumbrance to any other person in the Lot without first obtaining the consent in writing of Inglis which consent will be entirely at Inglis' discretion and may be subject to any terms imposed by Inglis.
Receive a notice of verification statement under Section 157.
Inglis will discharge its Security Interest when it is satisfied that all the Purchaser's obligations under these terms and conditions and those of any credit or financing arrangements between Inglis and the-Purchaser have been fulfilled.
The Lot is not and has not previously been subject to any bans, embargoes or other restriction (for bleeding, barrier behaviour or any other reasons) imposed by any horseracing authority, other than as notified by the Vendor to Inglis in the Entry Details and disclosed by Inglis in the listing (and it is the responsibility of the Vendor to see that such disclosure is made). Fillies and mares that are entered in the broodmare section of the Catalogue are excluded from this clause unless catalogued as a “racing and breeding prospect”.
The details of any Security Interest or other encumbrance over the Lot has been disclosed to Inglis in the Entry Details.
The Vendor is solely responsible for the accuracy of any statement, description or particular relating to the Lot contained in the Entry Details and must notify Inglis of any error, omission or inaccuracy prior to the sale of the Lot. Inglis have no responsibility for any such error, omission or inaccuracy.
Each Lot is sold with the benefit of any current engagements.
In the event of a breach by the Vendor of any of the warranties in this clause 13, the Purchaser may elect to cancel the sale by notice in writing to Inglis within eight (8) days of the date of the sale and will be entitled to the return in full of the Purchase Price if paid and acknowledges that it shall have no other claims against the Vendor or Inglis.
The Vendor must disclose in writing to Inglis full details of any Lot which shows symptoms of being a Wobbler or Windsucker prior to the sale. Inglis will disclose this before or at the time of the sale.
If the Vendor or Inglis fails to make the disclosure required by clause 14.1(a) and if the Lot proves to be a Windsucker or Wobbler within seven (7) days of the Auction End, then subject to the Purchaser producing at his expense written evidence, signed by a veterinary surgeon approved by Inglis, certifying that the Lot is a Windsucker or Wobbler, then, subject to clause 14.4, the Purchaser may cancel the sale by notice in writing to Inglis.
The Vendor must disclose in writing to Inglis in full on the Entry Details any Lot which shows symptoms of being a Roarer prior to the commencement of the Auction. Inglis will disclose this on the listing prior to commencement of the auction.
If the Vendor or Inglis fails to make the disclosure required by clause 14.2(a) and if the Lot proves to be a Roarer within seven (7) days of the Auction End, then subject to the Purchaser producing at his expense written evidence, signed by a veterinary surgeon approved by Inglis, certifying that the Lot is a Roarer, then, subject to clause 14.4, the Purchaser may cancel the sale by notice in writing to Inglis.
The Vendor must disclose in writing to Inglis in full in the Entry Details, any Lot which shows symptoms of having impaired vision such that it could be deemed unfit to race. Inglis will disclose this before or at the time of the sale.
Inglis or the Vendor did not disclose prior to or at the time of the sale that the Lot had impaired vision, then subject to clause 14.4, the Purchaser may cancel its purchase of the Lot by giving Inglis written notice of cancellation within seven (7) days after the Auction End.
Inglis reserves the right to obtain a confirmatory opinion by a panel of not more than three (3) veterinary surgeons appointed by Inglis before a notice of cancellation of sale under clauses 14.1, 14.2 or 14.3 is accepted by it, and if such panel unanimously denies the existence of the defect in the horse then, in the absence of agreement to the contrary by Inglis, the Purchaser shall not have any right to cancel the sale.
Bidding will be on a GST exclusive basis. Where the Vendor of a Lot is registered for GST and the Lot is sold, then subject to condition 15.4 GST will be added to the final bid price.
The Vendor will pay GST on all supplies provided by Inglis and on all supplies provided by Inglis as agent.
Inglis is entitled to rely on all representations made to it by the Vendor regarding the Vendor's GST registration status.
Where a Purchaser advises the Vendor and Inglis that the sale will be GST exempt (as a result of being an export sale within the meaning of section 38-185 A New Tax System (Goods and Services Tax) Act 1999) then the sale may, subject to the agreement of the Vendor, Purchaser and Inglis, proceed on a GST free basis. Any such Purchaser must make their own enquiries as to GST exemption requirements, and in claiming an exemption the Purchaser warrants to the Vendor and Inglis that all requirements necessary for the sale of the Lot to be GST exempt have been or will be met. The Purchaser must execute and provide all such documents as the Vendor or Inglis require.
The Vendor and the Purchaser must do all things necessary to ensure that the provisions of the GST legislation are complied with in relation to each sale.
Inglis shall not in any circumstances have any liability or obligation to the Vendor or the Purchaser in relation to GST, and specifically shall not be under any obligation to pay to the Vendor any amount in respect of GST on a sale unless and until Inglis has been paid the relevant GST by the Purchaser.
If any sale is cancelled for any reason, Inglis shall remain entitled to receive its commission on the sale, and to be paid or reimbursed for all moneys owing to it by either the Vendor or the Purchaser, for any charges, dues (including stabling and yard dues, fees, including veterinary and entry fees) interest and any other moneys owing to Inglis.
Inglis shall be entitled to appropriate and deduct from any money held or received by it from any source, such amounts as may be necessary to cover any commission or other moneys owing to it by the Vendor or the Purchaser. If Inglis does not hold any moneys on behalf of the Vendor, then any amounts owing to Inglis by the Vendor shall be paid by the Vendor to Inglis on demand.
Inglis shall not have any liability either to the Vendor in consequence of any breach or default on the part of the Purchaser, or to the Purchaser in consequence of any breach or default on the part of the Vendor. Inglis' liability to both the Vendor and the Purchaser for any negligent act or omission, or any breach or default on the part of Inglis, shall, to the extent that any such liability exists and is not effectively excluded by these terms and conditions of sale, be limited to the lesser of the party's actual direct loss or the sale price of the Lot. Under no circumstances shall Inglis be liable for any consequential loss.
Each of the Vendor and the Purchaser, for the purpose of enabling Inglis to give full force and effect to these terms and conditions of sale, hereby irrevocably appoint Inglis to be their attorney, with full powers to Inglis to execute on their behalf any necessary documents, to give all necessary instructions, and to do all such other acts and things as may be necessary to permit Inglis to give full force and effect to these conditions of sale.
In the event of default under these conditions of sale by either the Vendor or the Purchaser, the Vendor or Purchaser (whichever is applicable) hereby irrevocably appoints Inglis as its Power of Attorney to enforce any right under these conditions of sale, to take all action and do all things necessary (including to execute on their behalf any necessary documents) to protect Inglis' interest in the Lot.
To the extent that a Vendor or a Purchaser or their employees or agents may conduct any activities on Inglis' premises then that Vendor or Purchaser shall be responsible, to the exclusion of Inglis, for establishing and observing appropriate occupational health and safety procedures, and for complying with any relevant legislation provisions, in relation to those activities.
A Vendor or Purchaser conducting any activities on the premises of Inglis does so at his own risk in all respects and must indemnify Inglis in respect of any claims for personal injury or damage to property which may be made against Inglis arising out of any such activities.
Any variation to these terms and conditions must be in writing and signed by or on behalf of the parties intended to be bound by the variation.
If any provision in these terms and conditions is or becomes unenforceable or invalid, the remaining provisions shall not be affected but shall remain in full force and effect to the fullest extent permitted by law.
All conditions, guarantees and warranties expressed or implied other than those expressly contained in these terms and conditions are excluded from the sale to the extent permissible by law.
To the extent that section 102 of the Australian Consumer Law (“ACL”) may be applicable we advise that the ACL provides the following prescribed wording is to be included in these terms and conditions: “Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure”.
The ACL guarantees as to acceptable quality and fitness for purpose do not apply to sales by auction.
These terms and conditions of sale are to be construed and shall take effect in accordance with the laws of New South Wales. All parties agree to consent to the non-exclusive jurisdiction of the Courts of New South Wales.
The provisions of the Estate Agents Act 1980 (VIC), the Goods Act 1958 (VIC), the Crimes Act 1958 (VIC), the Fair Trading Act, 1985 (VIC), the Competition and Consumer Act 2010 (Cth) and any regulations under this legislation shall apply to each sale, save to the extent that any provisions of these Statutes are validly excluded by these terms conditions.
The terms and conditions of sale are to be construed and shall take effect in accordance with the laws of Victoria. All parties agree to consent to the non-exclusive jurisdiction of the Courts of Victoria.
"Authorisation" means any applicable consent, approval, permit, registration or other authorisation given or issued by any applicable Regulatory Authority or any other person.
"Auction" means the auction of a Lot conducted by Inglis through the Site.
"Auction End" has the meaning given to it in clause 3.3.
"Catalogue" means the list containing the Lots available for auction.
“Conditions” and “conditions of sale” means these conditions of sale.
"Confirmation of Sale" has the meaning given to it in clause 5.6.
“Entry Details” means the details of a Lot provided to Inglis by the Vendor for inclusion in the Catalogue and published in the Lot's listing.
“PPS Act” means the Personal Property Securities Act 2009 (Cth) as amended from time to time. “PPSR” means the Personal Property Securities Register.
"Purchaser" has the meaning given in clause 5.1.
any other applicable authority, agency, commission or similar entity having powers or jurisdiction under any law or regulation or listing rules of any prescribed financial market.
“Roarer” means a Lot demonstrating laryngeal neurophy (grossly deficient abductor function of one or both arytenoid cartilages as defined by grades 4 or 5 – Lane JG. Bain-Fallon Proceedings 1993) on laryngoscopic examination.
“Windsucker” means the vice of noisily drawing in and swallowing air by a contraction of the ventral neck muscles, arching of the neck and retraction of the larynx.
“Wobbler” means a Lot exhibiting ataxia and proprioceptive defects as a result of cervical vertebral stenosis. References to “a gender shall include each other gender as appropriate in the circumstances.