General Terms and Conditions of Sale & Search Horses B.V., having its registered office in Dronten and its business address at Zeilenmakersgilde 20 (8253 GJ), Dronten (the Netherlands)

Article 1 – Definitions

For the purpose of these Terms and Conditions, the following capitalized terms have the meanings set forth below:

• Mediation Assignment: An assignment for mediation granted to Sale & Search Horses pursuant to a Mediation Agreement.

• Mediation Agreement: A mediation agreement between Sale & Search Horses and a Client.

• Third Party: Any natural or legal person other than Sale & Search Horses, the Client, or the User.

• User: Any natural or legal person who visits the Platform and/or comes into contact with a Client based on information provided by Sale & Search Horses.

• Client: Any natural or legal person with whom Sale & Search Horses has concluded a Mediation Agreement that has not been lawfully terminated by either Sale & Search Horses or the Client.

• Platform: The Sale & Search Horses internet platform at the domain www.saleandsearchhorses.com, as well as—at the discretion of Sale & Search Horses—any social media channels (including Instagram, YouTube, etc.) used by Sale & Search Horses.

• Sale & Search Horses: Sale & Search Horses B.V.

• Search Request: A request placed by a User on the Platform for a horse and/or service.

  Where terms defined in the singular are used in the plural, they shall have the same meaning and vice versa.

  
  

Article 2 – General Provisions

1. These General Terms and Conditions (hereinafter also referred to as “GTC”) apply, to the exclusion of any other general terms and conditions, to all (possible) services provided by Sale & Search Horses. Sale & Search Horses operates an online platform on the internet, offering services including, but not limited to, the mediation of horses for purchase and sale by Third Parties for a fee.

2. These GTC form the basis for all mediation activities as well as all legal relationships with Users and Clients. By visiting the Platform, the User accepts these GTC. A Client accepts these GTC by entering into a Mediation Agreement.

3. These GTC apply exclusively; any conflicting or deviating general terms and conditions are not recognized unless their validity has been expressly agreed to in writing by Sale & Search Horses. Any general terms and conditions of the User and/or Client are expressly excluded from application in any contractual relationship with Sale & Search Horses.

Article 3 – Scope of Services

1. The Sale & Search Horses Platform offers Users the opportunity:

   1. To present horses and/or services offered (for sale) by Clients to interested Users;

   2. To receive support, including on-site support, in the search for a horse, as well as assistance during the purchase process (within the framework of a Search Request);

   3. To have horses presented for purchase based on individual search criteria without obligation;

   4. To receive additional related services.

2. Purchase agreements and other agreements regarding horses and/or services offered on the Platform are concluded directly between the respective Client (as seller/provider) and the User. Sale & Search Horses is expressly not a party to such agreements, including all transactions resulting therefrom. Sale & Search Horses does not act as a representative or authorized agent of the Client.

Article 4 – Mediation Services and Formation of Agreements

1. Clients have the authority to offer horses and/or services on the Platform, while Users have the ability to search for horses and/or services on the Platform. Such authority can be revoked. Clients warrant that they have the right to dispose of the horses and services they offer.

2. Unless agreed otherwise, the Client may receive the following services under the Mediation Assignment, among others:

   1. Discussion and advice regarding the sales opportunities for the horse;

   2. Assessment of the value of the relevant horse;

   3. Guidance throughout the contract period;

   4. Assistance with completing the sales process;

   5. Guidance and advice during and after the conclusion of a purchase agreement.

3. The Client must fill out the form on the Platform and the checklist provided by Sale & Search Horses completely and truthfully. Sale & Search Horses is entitled to rely on the information provided.

4. The Client grants Sale & Search Horses permission to display the information provided by the Client, including any video and/or photo material of the horse offered for sale, in a recognizable and forwardable manner on the Platform to Users. Sale & Search Horses undertakes to treat this information confidentially outside the Platform, within the scope of the mediation activity.

5. Sale & Search Horses reserves the right to produce its own photo or video material of the horse offered on the Platform by the Client and to publish it on the Platform. All intellectual property rights to photo and video material produced by Sale & Search Horses shall vest exclusively in Sale & Search Horses, while Sale & Search Horses acquires a right of shared use in respect of any information, including photo and video material, provided by the Client.

6. The Client shall, within reason, make the horse offered on the Platform available for a potential test ride to interested Users as prospective buyers and shall present the horse under a rider at the User’s request. Users who make use of this opportunity visit and ride the respective horse at their own expense and risk.

7. If the Client comes into contact with an interested User or Third Party concerning the horse and/or service offered on the Platform, the Client shall immediately inform Sale & Search Horses thereof. Such notice must be given in writing, which may include email or WhatsApp.

8. The Client shall promptly inform Sale & Search Horses if the horse and/or service offered on the Platform is no longer available, for any reason. In such a case, Sale & Search Horses is entitled to remove the horse and/or service from the Platform.

9. The Client shall refrain from any activities that may impede the performance of the Mediation Assignment by Sale & Search Horses or interfere with its activities.

10. All contractual obligations assumed by Sale & Search Horses shall be regarded as best-efforts obligations (inspanningsverplichtingen) and not as obligations of result (resultaatsverplichtingen). Sale & Search Horses may engage Third Parties in the performance of its obligations.

11. A Mediation Agreement between the Client and Sale & Search Horses is concluded upon signature of the Mediation Agreement. This signed agreement is delivered by the Client to Sale & Search Horses in person or digitally. The consideration for Sale & Search Horses’ services under the Mediation Agreement consists of a percentage of the sales price specified in the Mediation Agreement, plus any statutory value-added tax.

12. The mediation fee is calculated on the basis of the average of the price range indicated in the Mediation Agreement for the horse, rather than on the actual sales price.

13. In the event of a significant change in the actual sales price compared to the price stated in the Mediation Agreement, the Client may request an adjustment of the agreed mediation fee. If Sale & Search Horses deems the reasons for such a request valid and has received proof of the actual sales price, Sale & Search Horses may agree to the adjustment.

14. The consideration stipulated in the Mediation Agreement becomes due and payable as of the date on which:

    1. During the term of the Mediation Agreement or within one month after its termination, the horse offered on the Platform is sold and/or agreement is reached with respect to the service offered on the Platform;

    2. During the term of the Mediation Agreement or within one month after its termination, a horse other than the one offered on the Platform is sold to a User and/or agreement is reached with a User regarding a service other than the service offered on the Platform.

15. The Client shall inform Sale & Search Horses in writing (which includes email or WhatsApp) without delay of the conclusion of the aforementioned agreement. If a User purchases from the Client a horse other than the horse offered on the Platform, and/or reaches agreement regarding a service other than the one offered on the Platform, the Client shall also inform Sale & Search Horses of the consideration agreed. In such a case, the same fee is owed to Sale & Search Horses as would be owed for the sale of the horse or service actually offered on the Platform, whereby the fee is calculated on the basis of the agreed price for the horse and/or the fee for the service.

16. All amounts invoiced by Sale & Search Horses shall be increased by statutory value-added tax if so required, with a payment term of fourteen (14) days. Invoices are sent exclusively by email.

17. If payment is not made in a timely manner, the Client shall be in default without further notice, and Sale & Search Horses shall be entitled, without further notice, to charge statutory interest pursuant to Section 6:119a of the Dutch Civil Code, as well as all (extra)judicial costs incurred by Sale & Search Horses for collection, including reasonable attorneys’ fees.

18. The term of the Mediation Agreement is three (3) months, commencing on the date the horse and/or service is first offered on the Platform. The Mediation Agreement shall terminate automatically by operation of law upon expiration of these three months unless the parties decide at that time to continue the Mediation Agreement. In the event of the death of the Client, if the Client is a natural person, the Mediation Assignment shall end at the time Sale & Search Horses becomes aware of the Client’s passing.

19. The activities of Sale & Search Horses end upon conclusion of an agreement between the User and the Client.

Article 5 – Search Requests

1. Users who are seriously looking for a horse may use the search form on the Platform to indicate their interest. The User is obliged to provide accurate and complete information.

2. Sale & Search Horses shall provide the User as a potential buyer with information, video material, and/or photos of horses that wholly or partially match the Search Request. The User is not permitted to share the information provided with Third Parties, to publish/distribute it, or to reproduce it. Bringing a horse and/or service to the User’s attention does not constitute an offer to enter into a contract, but merely an invitation to contact the Client offering the horse or service. Sale & Search Horses shall not be liable if a horse and/or service is no longer available. Unless agreed otherwise between the User (as potential buyer) and Sale & Search Horses, there are no fees associated with using these services. The User is not entitled to reimbursement of costs such as travel expenses or lost work time that may have been incurred (whether in vain or otherwise) in connection with the use of the service.

3. Users have the right to terminate their contractual relationship with Sale & Search Horses at any time by notifying Sale & Search Horses in writing that they wish to receive no further information about a specific horse offered for sale.

4. If Sale & Search Horses arranges for the viewing of a horse, no costs will be charged unless the appointment is canceled less than 24 hours in advance and the User fails to appear. In that case, Sale & Search Horses shall be entitled to reimbursement of its expenses, in an amount of at least EUR 250. The burden of proof regarding timely cancellation rests with the User.

Article 6 – Liability

1. Except in cases of gross negligence or willful misconduct by Sale & Search Horses, any liability on the part of Sale & Search Horses for breach of contract and/or tort is excluded, including liability for consequential damage or loss.

2. All information disclosed by Sale & Search Horses in relation to horses and/or services is based solely on information provided by the respective User. Sale & Search Horses shall not be liable if inaccurate, incomplete, or misleading information is provided to it and subsequently disclosed by it.

Article 7 – Invalidity / Nullity

1. Should any provision of these General Terms and Conditions be invalid or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions of the agreement.

2. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the economic objectives pursued by the contracting parties with the inclusion of the invalid or unenforceable provision. The foregoing also applies in the event that the agreement is found to be incomplete.

Article 8 – Termination by Sale & Search Horses

1. Sale & Search Horses reserves the right to terminate the agreement with a User or a Client at any time. In particular, Sale & Search Horses may terminate the agreement unilaterally if there is reason to fear that the Client will not properly perform the agreement to be concluded.

2. Sale & Search Horses further reserves the right to terminate the agreement with immediate effect in the following cases:

   1. In the event of (a request for) bankruptcy, suspension of payments, debt restructuring, or guardianship of the Client;

   2. If the Client, being a legal entity, is dissolved;

   3. If the Client provides incorrect or incomplete information necessary for the mediation services performed by Sale & Search Horses;

   4. In the event of force majeure.

3. If Sale & Search Horses is entitled to terminate or cancel the Mediation Agreement due to a failure of the Client to meet the contractual obligations, Sale & Search Horses may, at its discretion, claim compensation for the costs it has incurred or 50% of the fee that would have been owed in the event of successful mediation.

Article 9 – Data Protection

1. Personal data of the Client are recorded in the administration of Sale & Search Horses. Sale & Search Horses does not share this data with Third Parties without the prior consent of the Client, unless required by law or necessary for the performance of the assignment. The personal data recorded are used exclusively by Sale & Search Horses for the execution of the Client’s assignment, in accordance with applicable privacy legislation such as the General Data Protection Regulation (GDPR).

2. If the Sale & Search Horses website offers Users the possibility to provide personal or business data, such as an email address, name, address, or telephone number, such provision shall take place on a voluntary basis by the User.

3. The User has the right at any time to request information about the storage of their personal data by Sale & Search Horses, as well as to request the deletion of such data by Sale & Search Horses.

Article 10 – Governing Law and Jurisdiction

1. The contractual relationship between Sale & Search Horses on the one hand and the User or the Client on the other hand shall be governed exclusively by Dutch law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

2. All disputes arising from the contractual relationship between Sale & Search Horses on the one hand and the User or the Client on the other hand shall in the first instance be settled by the competent court of the District Court of Amsterdam, to the exclusion of all other courts. However, Sale & Search Horses reserves the right to bring proceedings before the competent court of the place where Sale & Search Horses, the User, or the Client is located.

3. Unless the Client and the User agree otherwise in writing, the contractual relationship between the User and the Client is governed exclusively by the law of the country where the Client is domiciled or has its registered office, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

4. Unless the Client and the User agree otherwise in writing, all disputes arising from the contractual relationship between the User and the Client shall in the first instance be settled by the competent court of the District Court of Amsterdam, to the exclusion of all other courts.

5. If, on the basis of mandatory law, a court other than the District Court of Amsterdam has exclusive jurisdiction, the aforementioned choice of forum shall not apply.

Article 11 – Final Provisions

1. All provisions of these GTC are also stipulated for the benefit of the directors, employees, and shareholders of Sale & Search Horses, including their legal successors.

2. These GTC have been drawn up in the Dutch language and translated into English and German. In the event of any dispute regarding the content or interpretation of these General Terms and Conditions, the Dutch text shall be binding.

3. These GTC are subject to change. The then-applicable GTC may be consulted and downloaded on the Platform.

General Terms and Conditions of Sale & Search Horses B.V., registered with the Dutch Chamber of Commerce under number 93761546