Terms and Conditions of Purchase

PREAMBLE

The simplified joint-stock compnay I Want The Winner, registered with the Paris Trade and Company Register under number 841 979 081, with its head office located at 66 avenue de Breteuil, 75007 PARIS 7, represented by CLUB ELEVAGE TROT in its capacity as President, itself represented by Michel GASSELIN in his capacity as President, operates a website through which it offers the online sale of horses in co-ownership.

 

I WANT THE WINNER is an intermediary platform aimed at connecting horse owners and buyers for the acquisition of shares in foals and yearlings. Through the Platform’s matchmaking service, it is agreed that CLUB ELEVAGE TROT will act as the administrative manager of the co-ownership of the horse for which Shares have been purchased.

 

I WANT THE WINNER cannot in any way be considered the seller of the shares; only the Seller is the contracting party with the Buyers. Consequently, I Want The Winner cannot be held liable in the event of any claim and/or complaint within the framework of the contractual relationship between the Partie, particulary regarding the purchase of horse shares and, more broadly, concerning the contractual relationships between Buyers, Sellers, and CLUB ELEVAGE TROT.

 

The general terms and conditions cancel and replace the previously applicable terms and conditions.

 

ARTICLE 1 : DEFINITIONS

 

For the purposes of these general terms and conditions, the following terms have the following meaning between the parties:

“Buyer” or “Co-owner” refers to the natural or legal person who purchases shares in horses from the Seller.

“Horse(s)” refers to the foals and yearlings that are the subject of the share acquisition

“CLUB ELEVAGE TROT” refers to the company selecting the horses and managing the administrative follow-up of the co-ownership

“Contract” : refers to the contract for the sale of horse shares

“Co-ownership agreement” : refers to the organizational arrangements for managing the co-ownership of the horse among the different shareowners

“Horse Share” : refers to the ownership title resulting from the syndication of a Horse

“Party” : refers to the Buyer and the Seller

“Platform” or “I Want The Winner” refers to the digital platform connecting Sellers and Buyers for the acquisition and sale of Horse Shares and the structure of the co-ownership through CLUB ELEVAGE TROT

“Seller” : refers to the seller of horse shares

 

ARTICLE 2 : GENERAL PROVISIONS

 

The purpose of these general terms and conditions is to organize the sale of Horse Shares between the Seller and the Buyer.

In this context, this Agreement is supplemented by the Platform’s General Terms of Use, particularly regarding the Buyer’s registration procedures and information related to the Horse offered for sales.

 

ARTICLE 3 : DECLARATIONS

 

Each Party declares that it is not bound by any obligation to anyone that would prohibit the conclusion of all or part of this Agreement or that would make this conclusion subject to prior authorization that has not yet been obtained as of this date. The Buyer specifically declares that they can meet the obligations regarding the moral character investigation and have sufficient income to maintain the Horse, allowing approval as co-owner by the SETF.

In this regard, given the particular nature of the purchases made on the Site by the Buyer and the obligation to have authorization issued by the administration, the Buyer cannot be considered a lay consumer, a the primary objective in acquiring Shares is to obtain a profit from potential gains due to the Horse’s performance. Moreover, the acquisition of Shares requires participation in the maintenance and operating costs of the Horse (veterinary fees, trainer’s boarding fees, …), and participation in the decisions of the Co-ownership agreement, obligations that cannot be interpreted as a simple hobby for a layperson.

 

ARTICLE 4 : PRESENTATION OF HORSES / VETERINARY CERTIFICATES / FINANCIAL RISK

 

4.1 The Seller is bound to I Want The Winner and/or CLUBB ELEVAGE TROT by a mandate contract, a prerequisite for the Horse to be listed on the Platform. CLUB ELEVAGE TROT acts only as an agent of the Seller and is not a party to the sale, which binds only the Buyer and the Seller. The Seller has provided in writing, at the time of listing, the information that has been communicated, under his responsibility, to the Buyers.

In this context, the Buyer is fully informed that the information communicated on the Platform corresponds to the information known to CLUB ELEVAGE TROT and I WANT THE WINNER, some of which is published without effective verification.

Indeed, I WANT THE WINNER is only responsible for the conformity of the declarations given by the Seller with those provided to the Buyers, but is not in any way responsible for the accuracy and sincerity of the declarations made by the Seller, particularly concerning the designation of the horses, their origins and countries of birth, their identification, the redhibitory defects, the VAT regime, etc.

 

4.2 The Seller has provided in writing, prior to the sale, the information that must be communicated, under his responsibility, to the Buyers regarding the veterinary follow-up of the Horse.

In this context, I WANT THE WINNER and/or CLUB ELEVAGE TROT has arranged a veterinary examination and guarantees that a health certificate has been issued and genomic tests have been carried out.

In this regard, a detailed report of the veterinary examination was prepared by a veterinarian to assess the clinical condition of the Horse whose Shares are intended for sale, as well as any potential risk factors for the intended use. Under no circumstances can this report constitute a guarantee regarding the Horse’s future racing or breeding performance.

With the Seller’s agreement, the potential Buyer has the opportunity to review the horse’s medical records and, if necessary, have it clinically examined by e veterinarian of their choice before the sale and at their own expense.

Before any consultation of a veterinary file included in the presentation of the Horse for sale by I WANT THE WINNER, the potential buyer or their veterinarian must agree to respect the confidentiality obligation of the information contained therein.

The Sellers have committed to the ensuring that the Horses presented for sale are up to date with mandatory vaccinations and deworming according to current regulations and practices, as well as having a negative Coggins test less than one month before the date of the advertisement’s publication.

 

4.3 The Buyer is fully informed that the Horses marketed on the site are intended for competition and therefore cannot act as a single consumer.

They are selected at a very young age based on genetic and genomic heritage to limit financial risk.

In this regard, it is reminded that the services provided by CLUB ELEVAGE TROT are limited to the administrative organization of the Co-ownership agreement, and consequently, CLUB ELEVAGE TROT does not manage the Horse’s career.

Nevertheless, even if the Horse does not perform, the Buyer remains liable for the various maintenance and boarding costs of the Horse for the entire duration of their ownership of the Shares.

It is therefore advised that the Buyer consults with any competent professional and specifically seeks the advice of the veterinarian prior to purchasing Shares.

 

ARTICLE 5 : SALE OFFERS / CO-OWNERSHIP AGREEMENT CONTRACT / RESOLUTARY CONDITION

 

5.1 The sale offers for the shares of Horses are those accessible on the Platform. They are valid as long as the are accessible on the Platform. The information related to the offers of Horses is provided by the Seller, who reserves the right to modify them.

The Buyer is fully informed that only shares of Horses are for sale and that the purpose of this acquisition is to become a Joint Owner of the Horse.

 

5.2 By entering into the Contrat, the Buyer entrusts CLUB ELEVAGE TROT with the administrative management of the Co-ownership agreement under the conditions defined in Article 8 of these terms.

 

5.3 The Buyer will place an order in accordance with the instructions given on the Site. Upon written confirmation of the conclusion of the purchase contract for Shares via the electronics signature provider, the Buyer agrees to pay the price of the purchased Shares.

 

5.4 The Buyer is fully informed that as long as all the Shares have not been sold, the subscription to the co-ownership of the Horse is not final.

Indeed, the Seller is marketing a set of Shares that will constitute a final sale upon the commercialization of all the Shares. Consequently, the sale will be final on the day of the purchase of the last Share. In the event that the Buyer acquires Shares and other Shares remain to be marketed, the purchase contract for Shares will only become final on the day of the purchase of the last Share to be sold.

As long as all the Shares have not been sold, the Seller may withdraw his Horse from sale, provided that he must withdraw the Horse for a legitimate reason, namely the expiration of the marketing period, a medical issue with the Horse, the death of the Seller, or a case of force majeure. In the event that all of the Shares have not been sold or in the event of the Horse being withdraw from sale, the purchase contract for Shares will be automatically terminated, with the Seller refunding any amounts received for the acquisition of Shares within 8 days.

 

5.5 Once all the Shares have been sold to the Buyers, a co-ownership contract will be established in the form of a Co-ownership agreement as per Article 1873-1 of the Civil Code. This co-ownership contract will mention the name, appearance, date of birth, and SIRE number of the horse.

The administrative management of the Co-ownership agreement will be entrusted to the company CLUB ELEVAGE TROT.

The Buyers will jointly determine that initial accommodation choice for the Horse. In the event that the Seller is a co-owner, the accommodation service will by default by provided by him.

 

5.6 The Buyer is obligaed to insure their share with civil liability insurance from the final conclusion of the Contract to cover risks such as accidents, transportation, …

 

ARTICLE 6 : SHARE PRICE AND PAYMENT

 

6.1 The Share price is set by the Seller. It is fixed and inclused all fees and commissions from I WANT THE WINNER and CLUB ELEVAGE TROT. The purchase of a share includes:

  • 10% of the Co-ownership agreement
  • one year of mortality insurance starting fro the final conclusion of the Contract. At the end of this period, the Buyer is free to continue the mortality insurance for their share of the Horse
  • the costs of boarding at rest and breaking-in within the limit of the first 10 months from the final conclusion of the Contract, with training costs remaining the responsibility of the Co-ownership agreement
  • routine farriery and routine veterinary costs (deworming, vaccination) up to a limit of 1 000€ excluding VAT for all these costs over a period of 10 months starting from the final conclusion of the Contract

6.2 The Buyer has a period of 8 days after the effective sale of the Shares, that is, after receiving the constituent elements of the sales file (signed documents, receipt of the invoices) to pay the invoice to I WANT THE WINNER, by bank transfer only.

Payment will be made by transfer to the account of I WANT THE WINNER. If, at the end of this 8-day period, no full payment has been made, the Seller and I WANT THE WINNER are free to cancel the sale of the unpaid Share and offer the Share for sell again on the Site.

In this case, the Buyer will owe a penalty equal to 20% of the value of the share without prejudice to any additional claims for damages.

 

ARTICLE 7 : ORGANIZATION OF CO-OWNERSHIP AGREEMENT IN THE ABSENCE OF A CO-OWNERSHIP CONTRACT

 

7.1 The Buyers remain free to conclude an agreement organizing the Co-ownership agreement of the Horse.

In the absence of such an agreement, this article shall apply. In any case, if a Co-ownership agreement contract has been concluded, the Buyers undertake to implement stipulations similar to the clauses of this article relating to the payment of invoices, particularly for the maintenance of the Horse, as well as the forced sale clauses.

In the event that a Co-ownership agreement contract has been concluded, all stipulations relating to the service contract provided for in Article 8 of these presents shall apply.

 

7.2 As part of the administrative management of the Co-ownership agreement of the Horse, CLUB ELEVAGE TROT will perform the service definded in Article 9 of these presents.

 

7.3 All current operating expenses of the Horse are borne by all the co-owners and therefore by the Buyer in proportion to their number of Shares, except for the costs included in the purchase of the Shares.

These expenses include, but are not limited to, boarding, shoeing, routine veterinary care (dentistry, deworming, vaccinations, annual check-up, transport, travel, entry into events, liability insurance, and mortality insurance).

Invoices are payable monthly within 30 days from their date of issue and include the services provided by CLUB ELEVAGE TROT.

To limit the risk of unpaid bills, an additional amount of ten Euros per month per share will be charged ro create a solidarity fund to pay the due invoices. The balance of this solidarity fund will be distributed among the partners in proportion to their contribution to the fund at the end of the Co-ownership agreement.

In the event of two consecutive unpaid bills by a co-owner, the defaulting co-owner agrees to transfer their Shares in accordance with the forced sale procedure provided in Article 7.5 of the presents. If there is no co-owner buyer, the Share will revert to the trainer in exchange for the amounts owed to them by the defaulting co-owner.

 

7.4 The co-owners authorize the trainer to take any necessary medical measures for thr Horse’s health, particulary in the cause of colic. In such cases, the emergency care or surgery costs will be borne by the co-owners in proportion to their shares.

The trainer will inform the Buyers as soon as possible, following the assessment of the Horse’s urgent health condition, to make a collective decision.

 

7.5 As part of the management of the Co-ownership agreement, it is agreed that the co-owners will determine:

- The choice of the mandatory liability insurance contract.

- The choice of the silk for competition. The buyer selected to wear the silk will advance the entry and forfait fees for the Horse’s races and will invoice these amounts to the Co-ownership agreement. If multiply Buyers wish to be assigned the silk, priority will be given to the Buyer who is not the breeder of the horse. In case of a tie, a draw will be organized.

If there are no candidates, the Co-ownership agreement will determine the terms for CLUB ELEVAGE TROT to acquire 1% of the horse so that the horse can race under its colors. Decisions related to the day-to-day management of the Co-ownership agreement and the Horse can be made by the Manager, with the co-owners giving him a mandate.

The following decisions will be made by a simple majority of the co-owners, with an additional vote being granted to the Horse’s trainer:

  • The choice of the trainer and accommodation, and any desired modifications
  • Any expenses exceeding 1 000€ ;
  • Any decision to change liability insurance
  • Any decision to change the initial project, particularly in the event that the Horse can no longer compete. The co-owners commit to maintaining and feeding the Horse throughout the period they are co-owners ;

During the period of Co-ownership agreement, the Buyer is prohibited from directly selling the Horse or their Share and undertakes to forward any purchase offers they may receive to the co-owners.

In accordance with Article 815-3 of the Civil Code, the sale of the Horse must be carried out unanimously by the Co-owners.

Each Co-owner can sell their share at any time, knowing that the remaining Co-owners have a priority right to purchase. Consequently, in the event of a firm offer to buy Shares, the Co-owner will offer the other Co-owners the opportunity to buy their Shares based on the received offer.

In the event of the death of onne of the individual Co-owners or the liquidation of a corporate Co-owner, it is agreed that the remaining co-owners will have a priority right to buy back the Shares.

On the day of the sale of the Horse, to distribute the sale price, the share held by each Co-owner on the date of signing the sales contract should be taken into account, reduced by any amounts still owed to the co-ownership.

In the event of a disagreelent betwee, the Co-owners regarding the continuation of the Co-ownership agreement and the sale of the Horse, one or more co-owners may notify the dissenting co-owner of an offer to purchase their shares at price they have previously determined, corresponding to a price established by an expert.

In the event that the Co-owner or Co-owners receive a firm offer from a third party to acquire 100% of the Horse’s shares, the Co-owner will send a buyout offer by registered mail with acknowledgement of receipt to the dissenting Co-owner, who will have a period of fifteen (15) days from the notification of the buyout proposal to present a more advantageous buyout offer to the Co-owner by notifying them of their intention to buy their shares at a higher price.

Upon the expiration of the aforementioned period, and the absence of a more advantageous offer and the exercise of their buyout right, the dissenting Co-owner will be obligated to sell all of their Shares to the Co-owner who made the first offer.

Consequently, the notification of such an offer will automatically constitute a promise of sale by the dissenting Co-owner of their Shares to the Co-owner who submitted the offer (who may, if necessary, substitute the Third Party to the Co-ownership agreement who made the offer to buy all the Shares), under the condition of the offer.

The Transfer of Shares by the concerned Parties must be completed no later than thirty (30) days from the expiration of the aforementioned fifteen (15) day period or the refusal of the dissenting Co-owner to present a buyout offer, provided that the transfer of ownership of the Shares will only occur upon the completion of the necessary documents for the transfer, against full payment of the total sale price due to the dissenting Co-owner.

 

7.6 In the event that the Horse becomes a stallion or the mare becomes a broodmare due to their racing performances;

In the case of a male horse, it is agreed to annually grant the following breeding rights:

  • 3 breeding rights are allocated to the breeder
  • 2 breeding rights are allocated to CLUB ELEVAGE TROT

The surplus breeding rights will be managed by a new co-ownership agreement whose purpose will be the management of the stallion’s career.

The management of the stallion’s co-ownership agreement must be assigned to CLUB ELEVAGE TROT. In the case of a female horse:

The shares will be managed by a co-ownership agreement whose purpose will be the management of the female horse’s breeding career

 

7.7 The earnings obtained from the Horse’s performances will be distributed according to the Buyer’s share in the co-ownership agreement, after deducting any current expenses and any amounts still owed to the co-ownership agreement…

             

7.8 The Buyer hereby authorizes CLUB ELEVAGE TROT to market their Share in the event they wish to resell it.

 

7.9 The co-ownership contract is concluded for an indefinite period during the entire racing and breeding period, starting from the final acquisition of the Share from I WANT THE WINNER.

On the day the Horse’s career ends, the co-owners will meet to organize the continuation of the Co-ownership agreement.

 

7.10 It is expressly agreed that the parties will meet once a year for the general assembly of the Co-ownership agreement, which may be held via video conference…

 

ARTICLE 8 : FINANCIAL TERMS : COMMISSIONS ON THE SALE PRICE

 

8.1 I WANT THE WINNER will receive a 10% remuneration in the form of commissions calculated on the sales of the Horse shares via the Site.

As such, the commission rate of I WANT THE WINNER will be included in the tota sale price of the Horse shares.

 

8.2 The commission of I WANT THE WINNER is due upon payment of the order made by the Buyer on its site.

 

ARTICLE 9 : MANAGEMENT SERVICES FOR THE CO-OWNERSHIP AGREEMENT OF THE HORSE BY CLUB ELEVAGE TROT

 

9.1 By acquiring the Share, the Buyer agrees to entrust the management of the Co-ownership agreement of the Horse to CLUB ELEVAGE TROT.

As part of the administrative management of the Co-ownership agreement of the Horse, CLUB ELEVAGE TROT will perform the following limited services :

Management of maintenance and operating invoices for the Horse (farriery, accommodation costs, training costs, veterinary fees, race entry fees, …) and monthly re-invoicing to the co-owners of the Co-ownership agreement in proportion to their share  

Drafting a monthly follow-up report for the Horse (training, expenses, etc.) and transcribing the information provided by the trainer. Communication by any means (WhatsApp, etc.) will be carried out after each race.

Organizing and leading the Indivision meetings. At least one annual meeting via video conference will be organized to allow each co-owner to ask questions and plan the Horse’s career.

 

9.2 The remuneration of CLUB ELEVAGE TROT will be one hundred Euros excluding taxes per month, this amount being invoiced on the bill issued for all the expenses incurred monthly by the Co-ownership agreement.

 

9.3 CLUB ELEVAGE TROT commits to carrying out the management tasks of the Indivision in accordance with best practices, with professionalism and diligence. It also undertakes to comply with the regulations and standards required for the performance of its tasks. To accomplish its missions, CLUB ELEVAGE TROT will mobilize the necessary resources.

In any case, the Service Provider is bound by an obligation of means and not of results. Thus, CLUB ELEVAGE TROT offers no guarantee of success.

 

9.4 CLUB ELEVAGE TROT’s liability cannot be engaged in any case of non-performance or poor performance of its contractual obligations attributable to the Buyer.

CLUB ELEVAGE TROT cannot be held responsible, or considered to have failed in its obligations, for any delay or non-performance when the cause of the delay or non-performance is related to a case of force majeure as defined by law or jurisprudence.

 

ARTICLE 10: WARRANTIES

 

The Seller guarantees the purchase of the Share by the warranty against hidden defects from the final sale of the Horse, as provided by articles L. 213-1 and R. 213-1 of the Rural Code, to the exclusion of any other warranty. The Seller guarantees the buyer against the hidden defects listed in article R 213-1 of the Rural Code and not declared by him before the sale of the shares, namely:

  • Immobility
  • Pulmonary emphysema
  • Chronic roaring
  • Cribbing (with or without tooth wear)
  • Old and intermittent lameness
  • Isolated uveitis
  • Equine infectious anemia

The mere proof of the existence of the hidden defect is sufficient for the Buyer to obtain the cancellation of the sale, under the conditions provided for this purpose and within the limits of the various veterinary responsibilities.

Any action based on said hidden defects must be initiated by the Buyer in accordance with the provisions of articles R 213-3 and following of the Rural Code, that is to say within 10 days of delivery, not including the day of delivery, except for periodic ophthalmia and infectious anemia for which the period is 30 days, not including the day of delivery.

Any period expires on the last day at 24:00. The period that would normally expire on a Saturday, Sunday, or a public holiday is extended until the next working day. Within these periods, and under penalty of inadmissibility, the Buyer must submit a request to the Judge of the Judicial Court where the animal is located in order to obtain the appointment of experts responsible for drawing up the report of the Horse’s examination.

Within these same periods, the Buyer must initiate one of the actions available due to the existence of a hidden defect as defined in articles L. 213-1 and following of the Rural Code.

“Within these same periods, the Buyer must notify I WANT THE WINNER of the submission of their request to the Judge of the Judicial Court and send a veterinary certificate stating the defect (by registered letter with acknowledgment of receipt).

Any Seller shall be required, in the event of the cancellation of the sale for any reason whatsoever, to reimburse the Buyer for the costs of the sale of the Shares as well as all expenses incurred by the Buyer for the preservation of the disputed item in France.

In the case of export, the costs of stay abroad and repatriation of the Lot to France are the responsibility of the Buyer.

Under no circumstances can the action for cancellation of the sale implicate I WANT THE WINNER, who cannot be held responsible.

 

ARTICLE 11: OBLIGATIONS AND RESPONSIBILITIES

 

11.1 Obligations of the Buyer

 

From the Purchase of the Shares, the Buyer commits to:

Strictly adhere to the Racing Code,

Pay all invoices due under the Co-ownership agreement (CLUB ELEVAGE services, accommodation costs, training, transport, horse maintenance, etc.),

Not act in bad faith

 

11.2 Obligations of I WANT THE WINNER

11.2.1 I WANT THE WINNER is bound, unless otherwise stipulated, to an obligation of means in the performance of its services. The Platform undertakes to fulfill its obligations with all the care customary in its profession.

11.2.2   When the responsibility of I WANT THE WINNER is engaged due to its fault, the compensation applies only to direct, personal, and certain damages that the Buyer has suffered.

 

ARTICLE 12 : NO RIGHT OF WITHDRAWAL

 

12.1  Given the Buyer’s activity and the products sold on the Platform, a presumption of the Buyer’s professional status is established.

Consequently, no right of withdrawal will be granted unless the Buyer’s complete lack of expertise is proven.

The Buyer’s lack of expertise can be defined by the following criteria:

  • Lack of knowledge of the horse racing world
  • Lack of ownership of horse shares
  • Lack of participation in horse competitions

 

12.2 In the event that the Buyer is indeed a non-professional, in accordance with Article L.221-18 of the Consumer Code, the Buyer has a period of fourteen days to exercise their right of withdrawal without giving any reason. This 14-day period starts from the day the contract is concluded and will consequently delay the payment of the Share by 14 days.

 

12.3 The Buyer may exercise their right of withdrawal by sending the Seller a written notice based on the form attached hereto. 

 

12.4 In the event of withdrawal, any amounts paid by the Buyer will be refunded in full no later than thirty days from the date on which the Seller is informed of the Buyer’s decision to withdraw.

 

ARTICLE 13: GDPR  

 

13.1 As part of the operation of the Platform, I WANT THE WINNER is required to collect personal data from Buyers, in accordance with the applicable personal data regulations and the privacy policy it has developed (hereinafter referred to as the “Privacy Policy”).

 

13.2 The Privacy Policy of I WANT THE WINNER complements these general terms and conditions, of which it forms an integral part. 

 

ARTICLE 14 : GENERAL PROVISIONS / APPLICABLE LAW / LANGUAGE

The fact that one of the Parties does not invoke one of these conditions at a given time cannot be interpreted as a waiver of the right to invoke it later. The invalidation of a clause in these general conditions does not affect the validity of the general conditions as a whole.

The general terms and conditions of purchase are subject to French law.

The language of these terms and the relations between the Parties is French.

 

 ARTICLE 15 : DISPUTE RESOLUTION

The Parties will endeavor to resolve amicably any disputes that may arise from the interpretation or execution of these general terms and conditions. In the event of a persistent disagreement, any dispute concerning, in particular, the interpretation, execution, or termination of these general terms and conditions will be submitted to the commercial court of the registered office of CLUB ELEVAGE TROT, to which express jurisdiction and competence are mutually agreed, even in the event of multiple proceedings and/or parties or third-party claims.

 

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