Rules of the auction
RULES OF THE AUCTION
1. Notions
The Auction House - FOROS Global, registration code: 304832129, address: 12 J. Jasinskio Street, LT 01112, Vilnius
The Auction - the auction organised by the Auction House, via the Platform, for the purpose of identifying the Highest bidder as the one having bid the highest price for the Property for sale (the highest bidder) and acquiring the right to sign the Sales Contract.
The Buyer’s premium - the fee, specified on the Platform, that is payable by the Highest bidder to the Auction House.
The Bidder - a natural or legal person participating at the Auction that seeks to acquire the Property.
Agreement on Participation at the Auction - the agreement concluded between the Auction House and the Bidder for his participation at the auction via the Platform.
The Reserve price - the price below which the Auction is considered to have failed.
The final purchase price - the highest price that was bid for the Property during the Auction, which is set by the Auction House in accordance with these Rules, and which shall be undertaken to be paid by the Highest bidder to the Owner.
The Highest bidder - the Bidder having bid the highest price for the relevant Property, who is established by the Auction House in accordance with these Rules, or the Bidder who acquires the right to enter into the Sales Contract after the Bidder, who is the highest bidder, lost such rights under these Rules.
The Closing time - the moment when the Auction ends, bids are no longer accepted, and the Highest bidder is announced.
An application - the document signed by the Owner by which the Auction House is assigned to organise the Auction of the Property on the Platform, and which is the document confirming the contract between the Owner and the Auction House.
Sales Contract - the sales and purchase contract signed between the Owner and the Highest bidder by which the Property is sold.
Buy now - a possibility for the Bidder to acquire the Property for a fixed amount of money before the end of the Auction.
The Platform - the Auction system which is publicly available on the website foros.auction, where information about the Property is contained and via which the Auction is exercised.
The Initial price - the price of the Property, which is announced by the Auction House on the Platform before the beginning of the Auction, and which gives the start to bids. Unless stated otherwise, the Initial price is equal to the Reserve price.
The Start time - the moment when the Auction House starts the Auction of the Property on the Platform, and the Bidders can start making price bids.
The Preliminary Contract - a preliminary sales and purchase contract of a specific Property, the draft of which can be accessed on the Platform prior to the announcement of the Auction, if the Auction House decides that the Preliminary Contract will be required to be signed.
The Property - the forest plots for forestry and agricultural purposes, as well as forests for harvesting, or wood warehouses or other real properties related to forestry activities, which are owned by the Owner under the right of ownership.
The Owner - a natural or legal person who owns the Property under the right of ownership.
The Rules - these Rules of the Auction that apply to the Bidders, Owners and the Auction House when organising and exercising the Auction.
2. General terms and conditions
2.1. The Platform is designed to help the Owner to sell the Property and to provide the Bidders with an opportunity to compete for the purchase of the Property specified, by bidding the highest price, or after having selected the function “Buy now” to acquire the property immediately.
2.2. The present Rules shall constitute a legal document, which is mandatory to the Owner and the Bidders. The Rules shall regulate the relationship between the Auction House, the Owner and the Bidders related to the use of the Platform, the activities of the Auction, the procedures of settlement for the Property acquired during the Auction, making and accepting bids, the conclusion of the Sales Contract and other related matters. Unless otherwise provided for by the Rules, the provisions of the Civil Code of Latvia shall apply to the Auction. Unless the Rules provide otherwise, the Auction shall be subject to the provisions of the Civil Code of Latvia.
2.3. The Rules, along with the signed agreements and contracts, applications, annexes, and other information/documents related to the Property, and available on the Platform, shall constitute the entire agreement between the Auction House, the Owner and the Bidder for the subject matter of these Rules, and they shall replace all previous oral or written statements, negotiations, agreements and obligations concerning the subject matter discussed in these Rules.
2.4. By entering into the Agreement on Participation at the Auction, the Bidder expressly acknowledges that he has read through, understood and agrees to all terms and conditions set forth in these Rules.
2.5. By submitting an Application, the Owner expressly acknowledges that he has read through, understood and agrees to all terms and conditions set forth in these Rules.
2.6. When closing each Auction, or when entering into the Sales Contract using the function “Buy now”, a separate Sales Contract, with all necessary documents related to the transfer of the ownership rights of the Owner towards the Property to the Highest bidder, will be entered into between the Owner and the Highest bidder.
3. Participation at the Auction
3.1. Any natural or legal person, having registered on the Platform and having signed with the Auction House the Agreement on the Participation at the Auction, and who has not been removed from the Platform or suspended can participate at the Auction.
3.2. The Auction House shall have the right not to enter into the Agreement on Participation at the Auction or to suspend the Bidder if the latter fails to comply with the Rules, or has violated these Rules in the past, or the Auction House has reasonable doubts about the solvency of the Bidder and transparency of the transaction, or the Bidder has not paid the Auction fee.
4. Property and description thereof
4.1. The Property belongs to the Owner under the rights of ownership.
4.2. The Property can be recognised as per the ID specified on the Platform, the unique/cadastral number and address. Information on the composition of the Property, its technical characteristics, as well as photos and other data are available on the Platform.
4.3. The Property is sold in the condition in which it was at the time of entry into the Sales Contract.
5. Announcement of the Auction
5.1. The Auction is announced by providing the Property related information on the Platform. The following information will be announced on the Platform from the Start time: The Initial price, the duration of the Auction, information on the Property, the draft Sales Contract and/or the draft Preliminary Contract. In the event that the Owner decides to use the function “Buy now”, this information shall also be placed on the Platform.
5.2. If the draft Sales Contract, or the draft Preliminary Contract, are not provided at the time the Property related information is provided on the Platform, the standard contracts available in these Rules shall be used.
5.3. The Auction House shall have the right at his own discretion, until the first price bid, provide on the Platform any additional information/documents about the Auction and the Property.
6. Place of the Auction, its duration, the Initial price of the Property
6.1. The Auction is organised electronically via the Platform.
6.2. The Auction House shall set the Initial price of the Property offered at the Auction and the duration period on a case-by-case basis by announcing such information on the Platform next to the description of the relevant Property, according to the terms and conditions agreed with the Owner.
7. Rights, duties and acknowledgements of the Bidder
7.1. The Bidder is fully responsible for the independent inspection of the Property regarding legal, tax, environmental, technical and other terms, as well as for review and evaluation of inspection reports; the independent actual verification of the Property, inspection of the condition thereof, including, but not limited to, the technical condition and quality, to make sure that the Property is suitable for the use and meets the expectations/needs of the Bidder, and shall also be responsible for the analysis and check of the Property documents, and for any other possible verifications. The Bidder is aware that the Auction House does not guarantee, and does not otherwise ensure the accuracy, completeness, and quality of information of the Property provided, and he is not obliged to update such information and is not responsible for it.
7.2. The Bidder shall undertake to carry out the verification/inspection of the Property on the site, and to review any information that he considers to be relevant, including compliance of the tax sheets provided, with the actual situation. The appropriate inspection procedures must be carried out by the end of the Auction. If the Bidder does not carry out such inspection, he shall be deemed to have made himself familiar with the condition of the Property and the actual situation concerning the Property.
7.3. The Bidder is aware that in the event that the price he has bid for the Property when participating at the Auction appears to be the highest, and he is recognised to be the Highest bidder, the Bidder shall undertake to pay it. The Bidder is also aware that in the event the Reserve price has not been reached, but the Owner agrees to sell for the price bid by the Bidder, which is the highest, the Bidder shall undertake to pay it.
7.4. The Bidder is also aware that the Auction House shall not be responsible for any damage or loss related to possible deficiencies of the Property, including, but not limited to, deficiencies that may arise because the Property does not meet the expectations of the Bidder or does not match information about the Property provided by the Owner.
7.5. The Bidder is also aware that the Auction House is not responsible for any damage or loss resulting from the Owner's refusal to enter into the Sales Contract or the Preliminary Contract. All claims must be taken directly to the Owner.
8. Guarantees and acknowledgements of the Owner
8.1. The Owner shall have the ownership rights towards the Property that is sold at the Auction.
8.2. The Owner shall guarantee that the condition of the Property is good in light of what has been disclosed to the Bidder.
8.3. The Owner shall guarantee that the Property is not pledged or arrested, and it is not the subject of any dispute before a court or arbitration.
8.4. The Owner shall be responsible for all losses that the Bidder, or the Auction House, or a third party may incur because of the Property being sold by the Owner, if the Owner failed to disclose all information on the Property for sale or refused to sell the Property to the Highest bidder.
8.5. In the event that the Owner refuses to sell the Property to the Highest bidder, the Owner shall undertake to compensate the losses of the Auction House and of the Highest bidder.
9. Process of the Auction and announcement of the Highest bidder
9.1. The Auction is considered as took place if at least one Bidder makes a bid in accordance with the procedure laid down in the Rules and if the Reserve price has been reached, if any has been set. When the “Buy now” function has been selected at the Auction, the Auction shall be deemed to have taken place when at least one Bidder bids to buy the Property at the set “Buy now” price as provided for in Clause 9.5 of the Rules.
9.2. The Bidder shall make each bid of the Auction price by logging in to the Platform. Each new price bid must be higher than the previous one.
9.3. Two Bidders cannot make the same price bid in respect of the same Property. The Bidder who is the first to make the price bid via the Platform shall be deemed to be the Bidder having made the bid. The last price bid will be specified next to the description of the relevant Property.
9.4. If one Bidder bids a higher price, each Bidder shall have the right to once again increase the price that is bid by him.
9.5. If a new price bid is made within 5 (five) minutes before the end of the Auction, the Auction shall be automatically extended for another 5 (five) minutes. Such number of extensions is unlimited and shall continue until no new price bid is made 5 (five) minutes before the end of the Auction.
The Bidders can use the “Buy now” function until the Reserve price is reached.
9.6. The Auction shall be considered to be closed when the time allotted for it expires or the “Buy now” function is used, and notification of closing the Auction appears on the Platform, which is also sent to the Bidders at their registered e-mail addresses.
9.7. The Bidder having made the highest price bid at the time of the closing of the Auction shall be considered to be the Highest bidder of the Auction. The bidder having offered to buy the Property for the price specified in “Buy now” shall also be considered to be the Highest bidder of the Auction, as provided for in Clause 9.5 of the Rules.
9.8. After the Auction, the Highest bidder shall pay within 5 (five) working days the Buyer’s premium to the Auction House, if the description of the particular Auction explicitly mentioned the application of the Buyer’s premium, by transferring this fee to the account of the Auction House specified in the Participation agreement or in the pro-forma invoice sent by the Auction House.
9.9. The Auction House shall have the right to terminate the Auction at any time by indicating an objective reason for the termination of the Auction.
10. Signing of the Sales Contract
10.1. The Highest bidder and the Owner must sign the Sales Contract and/or the Preliminary Contract (if it has to be signed) within the time frame set out in the Rules. The draft Sales Contract and/or the draft Preliminary Contract in respect of each Property shall be provided on the Platform at the latest on the date of the beginning of the Auction. The Final purchase price for the Property shall be paid upon signing the Sales Contract.
10.2. The Highest bidder and the Owner must sign the Sales Contract within 90 (ninety) calendar days of the date when he was announced to be the Highest bidder, if it is necessary to inform third parties which, under the applicable law, have a pre-emptive right to acquire the Property in accordance with the procedure prescribed by the law, or if the Sales Contract can only be signed after having obtained the necessary permits from the public authorities. In other cases, the Highest bidder and the Bidder must sign the Sales Contract within 15 (fifteen) calendar days of the date when he was announced to be the Highest bidder. If, in the opinion of the Auction House, it is necessary to sign the Preliminary Contract, the Highest bidder must sign it within 10 (ten) calendar days of the date when he was announced to be the Highest bidder. If the Highest bidder is represented by a natural person who must sign the Sales Contract on behalf of the Highest bidder, then, until the signing of the Sales Contract, such a natural person must provide all necessary evidence confirming such representation rights.
10.3. After announcing the Highest bidder, the third parties which, under the applicable law, have the pre-emptive rights shall be offered to exercise such rights in accordance with the law. If such third party exercises its right to acquire the Property, then the Preliminary Contract (if any is signed) shall automatically become invalid and signing the Sales Contract shall become impossible. The Parties agree that they will not hold each other responsible for the actual inability of the Highest bidder to acquire the Property because of the third party’s decision to exercise its pre-emptive right under the applicable law. In such case, the Auction House shall return the Buyer’s premium to the Highest bidder within 5 (five) working days of signing the Sales Contract with such third party. If the registered member (the Bidder) of the Auction Platform, who is not the Highest bidder, exercises the pre-emptive right that is provided for in the laws to acquire the Property sold at the Auction, the Auction House shall have the right to terminate the Agreement on the Participation at the Auction.
10.4. The Owner shall have the right to refuse to sign the Sales Contract and/or the Preliminary Contract (if it has to be signed) in the following cases:
10.4.1. The Highest bidder fails to comply with the requirements laid down in the legislation of Latvia and/or in the Rules.
10.4.2. The Highest bidder is represented by a natural person who failed to provide the necessary evidences of his authorisation.
10.4.3. There exist other circumstances that prevent the Owner and/or the Auction House from establishing business relations with the Highest bidder.
10.5. The Auction House does not indemnify the Bidders, the Highest bidder, the Owner and/or the third parties for any expenses and/or losses incurred by the latter in preparing for and participating at the Auction. The Auction House shall not reimburse and pay any interest for the receipt and storage of funds paid by the Bidders (including the Highest bidder).
10.6. The deadlines for signing the Sales Contract set out in these Rules will be considered missed neither for the fault of the Auction House nor for the fault of the Highest bidder if the Sales Contract has not been entered into due to circumstances, beyond the control of the Parties, that were caused by institutions and/or officials responsible for the issue of certificates and/or other documents required for the proper execution of the Sales Contract and certification thereof by the Notary Public in accordance with the relevant legal acts. In such cases, the deadline indicated in the Rules shall be extended, at the discretion of the Auction House, for up to 60 (sixty) calendar days in accordance with the principle of reasonableness. If during the extended deadline the circumstances which prevented the conclusion of the Sales Contract remain unchanged, the Highest bidder shall have the right, a) to agree on extending the deadline for signing the Sales Contract for the period that is acceptable to the Highest bidder, or b) to refuse to sign the Sales Contract.
10.7. If the Highest bidder decides to exercise the right to refuse to sign the Sales Contract in accordance with Clause 10.6 of these Rules, this will not be considered to be a violation of the Rules by the Highest bidder, and the Buyer’s premium that has been paid will have to be returned to the Highest bidder within 5 (five) working days of the date when the Highest bidder lodged a written notice with the Auction House.
10.8. The Auction House shall notify the Highest bidder by means of electronic communication of the date and time of signing the Sales Contract, and shall coordinate signing of the Sales Contract between the Highest bidder and the Owner.
10.9. If the Sales Contract, or the Preliminary Contract (if it has to be signed), is not signed within the time frame set out in the Rules for the reasons for which the Highest bidder is responsible, the Highest bidder shall be deemed to have refused his rights to acquire the Property.
10.10. In the case referred to in Clause 10.9 of the Rules, with the consent of the Owner, the Auction House shall propose to sell the Property to the Bidder who has made the next highest price bid at the Auction, if such price is not lower than the Reserve price (if such has been set). In such case, the notice shall be sent within 3 (three) working days to the Bidder having made the next highest price bid for the Property, with a proposal for him to acquire the Property for the price that he offered during the Auction. If such proposal has been made and the said Bidder agrees to it within 5 (five) working days of submitting the relevant proposal, then the Bidder having made the last highest price bid shall sign the Sales Contract and the Preliminary Contract (if it has to be signed) in accordance with Clause 10.1 of the Rules.
10.12. In the case specified in Clause 10.9 of the Rules, the Buyer’s premium shall not be returned to the Highest bidder and shall be considered to be a fine that the Highest bidder shall pay to the Auction House as compensation for the minimum losses related to organising and exercising the Auction, which do not need to be proved additionally by the Auction House. If this fee has not been paid, the Highest bidder must pay within 5 (five) working days the minimum loss amount that is equal to the Buyer’s premium, and must indemnify for all losses related to organising and exercising the Auction if they exceed the set Buyer’s premium. If the Highest bidder fails to pay this fee within the deadline specified, the Highest bidder shall be removed from the Platform and is unable to participate in other Auctions. The Auction House shall have the right to approach the court and to defend his rights in accordance with the procedure established by the legal acts of Latvia.
10.13. The costs relating to registration of ownership rights, as well as all other costs of notarial acts or other costs not covered by this Clause of the Rules shall be paid by the Owner and the Highest bidder in equal parts, unless agreed otherwise between the Owner and the Highest bidder.
11. Payment of the Final purchase price and transfer of the ownership right
11.1. The Buyer’s premium paid by the Highest bidder shall not be included in the Property price specified in the Sales Contract. The Highest bidder shall pay the full price of the Property to the Owner within the deadline established in the Sales Contract or within another period agreed between the Parties.
11.2. Unless the Sales Contract establishes otherwise, the ownership right towards the Property shall be transferred after the Highest bidder pays the Final purchase price.
11.3. The Highest bidder shall become the owner of the Property from the moment the Act of Transfer-Acceptance is signed between the Property owner and the Highest bidder.
11.4. When a forest is purchased for harvesting, the Property price indicated in the Auction system shall include the Personal Income Tax of 15% and 5% of the forest infrastructure tax.
12. Recognising the Auction as having failed
12.1. The Auction House shall have the right to recognise the Auction as having failed under the following circumstances:
12.1.1. No bidders participated at the Auction.
12.1.2. The Highest bidder did not enter into the Sales Contract and/or the Preliminary Contract (if it has to be entered into) with the Owner, as well as if the Bidder who made the next highest price bid in respect of the Property did not express a wish to acquire the Property within the prescribed period and did not enter into the Sales Contract, if the Bidder’s price is not lower than the Reserve price (if such has been set).
12.1.3. The Highest bidder fails to pay the Auction House the Buyer’s premium, the remaining part of the price and/or fails to perform other actions and/or fails to provide documents required for the execution of the Sales Contract in accordance with the procedure and/or terms laid down in the Rules.
12.1.4. The Owner unilaterally refuses to sign the Sales Contract and/or the Preliminary Contract (if it has to be entered into).
12.1.5. Due to technical problems that occurred during the Auction the Auction House is unable to determine the Highest bidder.
12.1.6. The Reserve price has not been reached.
12.1.7. The results of the Auction have been recognised invalid by a court.
13. Settlement of disputes
13.1. Any dispute, disagreement or claim shall be settled by negotiation. If efforts to settle the dispute by negotiation are unsuccessful, disputes shall be settled at the courts of the city in which the registered office of the Auction House is based. If under the applicable law the Bidder is a consumer, he shall also be entitled to bring legal claims before the court as per his place of residence.
If you would like to notify any violation of the Rules, have any inquiries, claims or require our assistance regarding interpretation of the Rules or application thereof, please contact us using the customer service contacts of the Auction House that are specified below: contacts of the Auction House: +371 285 50000, [email protected].
Preliminarity Contract; Sales-Purchase Contract of Standing timber.
Version of the Rules is valid from 29 October 2020.
Version 2.4.