Comprehensive Boat Sale Agreement: Essential Clauses, Documents, and Samples

Discover everything you need for a comprehensive boat sale agreement, including clauses for second-hand boat transactions, a schedule of documents, legal notices, and samples of purchase and sale agreements.

Perfect for ensuring a smooth and legally sound boat sale or purchase.

Agreement for the sale and purchase of a second-hand boat

An Agreement prepared by the Royal Yachting Association for the sale of a second-hand boat between persons not normally engaged in the business of buying and selling boats.

This document is intended to create a legally binding contract; any Party contemplating signature is advised to take appropriate independent advice before doing so.

THIS AGREEMENT is dated the _____ day of _____ 20__ (insert the date on which the last Party signs the Agreement) and is made between:

In respect of the boat described below:

1 Agreement for Sale:

The Seller agrees to sell and the Buyer agrees Buying a Used Boat: What to Look for, Tips for the Buyerto buy the boat free from all mortgages, debts, claims and charges of any kind (subject to the conditions and terms of this Agreement), together with all her gear and equipment as set out in the inventory attached hereto and signed by the Parties, but not including provisions or the Seller’s personal effects, for the Purchase Price.

The Parties are strongly advised to prepare, sign and attach to all copies of this Agreement a full inventory of equipment included in this sale.

Although this Agreement is legally binding without a Deposit, either Party may prefer a Deposit to be paid (typically anything from 1 % to 10 %); the Seller to cover himself against sea trial or haul-out charges or remedial work after survey or other wasted costs; the Buyer as a “comfort factor” that he has secured the boat. Where the Parties agree that no Deposit is required, all references to the Deposit (in italics throughout) should be deleted.

Within [3] working days of signing this Agreement the Deposit (if applicable) is to be paid to the Seller.

2 Value Added Tax and Duties:

The Price is inclusive of all VAT or Customs Duty which may be payable by the Seller on the boat.

If the Price is not inclusive of VAT or any tax or duty, or original documentary evidence is not available, the Buyer should seek independent advice and other appropriate terms should be agreed and recorded regarding responsibility for their payment.

The Seller warrants that the boat has been properly imported into the EU and that all appropriate taxes and dues have been paid and all relevant regulations have been complied with.

If the boat has not been properly imported into the EU then the Buyer should be aware that importation into the EU will require payment of VAT and compliance with the Recreational Craft Directive.

3 Payment of Balance and Completion of Sale:

Upon acceptance of the boat by the Buyer in accordance with Clause 7, the Deposit shall be treated as part payment of the Purchase Price.

Within seven days of acceptance of the boat by the Buyer in accordance with Clause 7, the Buyer shall pay the balance of the Purchase Price including any Value Added Tax due thereon and the Seller shall:

• In the case of a Part I registered boat:
  • Provide the Buyer with the current Certificate of Registry made out in the Seller’s name, together with all other documents relating to the boat as set out in the attached schedule and shall execute a Bill of Sale in the prescribed form in favour of the Buyer, showing the boat to be free of all liabilities and completed so as to ensure transfer on the Register;

OR:

In the case of a Part III registered or unregistered boat:

• Provide the Buyer with a Bill of Sale in favour of the Buyer showing the boat is free of all liabilities, together with all other documents relating to the boat as set out in the attached schedule.

By delivery of the documents specified in either case the Seller shall be deemed to have covenanted AND HEREBY COVENANTS that he is the [sole] legal and beneficial owner and has the right to transfer property in the boat and that the same is free from all encumbrances, mortgages, charges, liabilities for duties, taxes, debts, liens of any kind except those that are the responsibility of the Buyer under Clauses 5 and 7.2, or otherwise specifically stated in this Agreement.

Where payment is made by cheque, draft, letter of credit or other instrument, the terms of this Agreement shall be deemed not to have been fulfilled until such payment is cleared into the payee’s account, or paid to the Seller in cash or by Banker’s Draft.

On completion, the Seller shall ensure that the boat is available for collection by the Buyer, and that free access by the Buyer is permitted at no additional cost to the Buyer.

4 Warranties:

The Seller is not selling the boat in the course of a business, trade or profession. The Buyer is free to inspect, survey and sea trial the boat and all gear and equipment included within the sale and to satisfy himself as to her condition, quality and specification. Therefore all express or implied warranties or conditions, statutory or otherwise, are hereby excluded unless specifically included in this Agreement, and the boat, her gear and equipment shall be taken with all defects and faults of description without any allowance or abatement whatsoever.

5 Sea Trial and Survey:

Sea Trial:

• The Buyer shall, at a venue to be agreed and at his own cost, be entitled to require the Seller to perform a sea trial of the boat, her gear and machinery and all items included within the sale. The duration of such sea trial shall be proportionate to the cost and complexity of the boat and its systems but, unless specifically agreed at the time of contract, shall not be shorter than [one] hour nor longer than [eight] hours. The Seller shall be obliged to insure the boat for the duration of the sea trial and shall provide any necessary crew. The Buyer shall be entitled to be accompanied by up to two surveyors or advisers, any co-purchasers and not more than one member of his immediate family, subject to space constraints. The sea trial shall take place in reasonable weather conditions and not more than [five] miles offshore. Unless agreed otherwise the Buyer and his party shall be responsible for supply of their own life jackets and other personal safety equipment. The Buyer shall be responsible for the cost of any fuel and oils consumed during the sea trial.
• If, for any reason whatsoever the boat has not performed to the Buyer’s satisfaction on the sea trial and he does not wish therefore to proceed with the purchase, he shall give written notice of his rejection of the boat to the Seller within twenty four hours of the sea trial or prior to the placing ashore of the boat for the survey referred to in Clause 5.2 below whichever shall be the sooner. In the event of the Buyer giving notice of rejection, all fuel and oil expenses incurred by the Seller on the sea trial shall be payable by the Buyer from the Deposit and the balance of the Deposit shall be returned to the Buyer forthwith. If notice of rejection is not given the sea trial shall be deemed to have been to the Buyer’s satisfaction.

The Parties should discuss and agree the scope, range and form of the sea trial in advance with each other and with any surveyor to avoid surprises or time wasting during the trial itself.

Survey:

• The Buyer may, at a venue to be agreed and at his own cost, be entitled to require the Seller to arrange to slip or crane the boat ashore and open up the boat and her machinery for the purposes of survey which shall be completed within twenty one days of the signing of this Agreement. If any survey requires more than superficial non-destructive dismantling and limited removal of anti-fouling the consent of the Seller must be obtained before such work commences, such consent may not be unreasonably withheld.
• Within fourteen days of the completion of the survey the Buyer may, by written notice to the Seller:

EITHER:

• Reject the boat outright if the Buyer rejects the Boat, this Agreement shall be automatically terminated and the Seller shall refund the Deposit to the Buyer in accordance with Clause 8.

OR:

• Reject the Boat but offer to proceed with the purchase and accept the Boat on the condition that the Seller agrees either:
  • to rectify specific listed defects or deficiencies in the Boat and/or the Inventory before Completion. All required items of work to be completed without undue delay and carried out to meet the expressly specified requirements of the survey; or;
  • to a reduction in the Purchase Price to enable the Buyer to rectify such defects or deficiencies after Completion.
• If the Buyer serves notice requiring the Seller to rectify specific listed defects or deficiencies, or to make a reduction in the Purchase Price, and the Seller has not agreed to make good such defects, or the Parties have not agreed a reduction in the Purchase Price within twenty one days, then this Agreement shall be deemed to have been rescinded on the twenty second day after the service of notice, and the Seller shall refund the Deposit to the Buyer in accordance with Clause 8.

In the case of deficiencies in the boat’s inventory remaining within seven days of acceptance in accordance with Clause 7, the deficiencies shall be made good or a reduction in the Purchase Price shall be agreed, failing which this Agreement shall be rescinded at the option of the Buyer only.

6 Non-use by Seller:

The Seller agrees not to use the boat after completion of the survey undertaken on behalf of the Buyer except to move the boat to a suitable storage location and to conduct any sea trials requested by the Buyer. If the boat is not accepted under the terms of this Agreement and the contract is rescinded, the Seller may thereafter use the boat.

7 Acceptance of Boat or Rescission of Agreement:

The boat shall be deemed to have been accepted by the Buyer after the occurrence of any of the following events:

EITHER:

• The expiry of twenty two days from the date of this Agreement or such period as may be agreed in writing between the Parties, providing that no survey or arrangement for a sea trial has been commenced.

OR:

• The expiry of fifteen days from the completion of the survey (or receipt of the written report by the Buyer) and/or sea trial or such extended period as may be agreed between the Parties, provided that the Buyer has not served notice under Clauses 5.2.2.1 or 5.2.2.2***.

OR:

• The expiry of seven days, or such period as may be agreed between the Parties, from notification in writing by the Seller to the Buyer of completion of the remedial works specified in a notice given by the Buyer in Clause 5.2.2.2.1***.

In the event of the rescission of this Agreement by the Buyer following survey, and/or sea-trial, he shall at his own expense reinstate the boat to the condition and position in which he found her, and shall pay all boatyard and surveyor’s charges for this work, and the Seller shall return the Deposit as specified under Clause 8.

8 Return of Deposit:

Within seven days of the completion of any reinstatement work required under Clause 7.2*, the Seller shall return the Deposit to the Buyer without deduction and without interest, save that he shall be entitled to retain such part of the Deposit necessary to defray any reasonable boatyard or surveyor’s charges not paid by the Buyer. Neither Party shall thereafter have any claim against the other under this Agreement.

9 Risk:

Until completion and delivery of the boat to the Buyer the boat shall be at the sole risk of the Seller who shall make good any damage (other than damage caused by the Buyer or his surveyor) sustained before actual delivery to the Buyer.

If the boat becomes an actual or constructive loss before completion this Agreement shall terminate and the Deposit shall be immediately returned to the Buyer without interest but without deduction or charge and the Buyer shall have no claim against the Seller for damages. The Buyer shall, however, remain liable for the cost of any yard work or surveyor’s fees commissioned by him or at his request.

Upon delivery of the boat to the Buyer risk in the boat shall pass to the Buyer.

10 Completion/Title:

Title in the boat shall pass to the Buyer upon completion in accordance with Clause 3.

11 Default by Buyer:

Should the Buyer fail to pay the Purchase Price in accordance with Clause 3, the Seller may give notice in writing to the Buyer requiring him to complete the purchase within [fourteen] days of such notice. If the Buyer fails to comply with the notice the Seller shall be entitled to re-sell the boat, and the Seller may claim from the Buyer the amount of any loss on re-sale, together with all his associated reasonable costs and expenses. Any Deposit paid shall be forfeit provided that due allowance and refund to the Buyer shall be made if the Seller’s loss, costs and expenses on the re-sale be less than the Deposit.

12 Default by the Seller:

If the Seller shall default in the execution of his part of the contract the Buyer shall, without prejudice to any other rights he may have, be entitled to the return of the Deposit in full, without deduction, together with his reasonable costs, expenses and compensation for any associated loss which he may have sustained as a result of the Seller’s default. Unless such default by the Seller shall have arisen from events over which the Seller had no control, the Seller shall pay interest upon the amount of the Deposit for the period during which he has held it at the rate of 4 % per annum above Finance House base rate.

13 Non-Production of Documents:

The Seller has warranted that he is able to provide the documentation listed in the schedule to this Agreement. If the Seller is subsequently unable to provide the documentation as listed the Buyer shall be entitled to withdraw from this Agreement and the Seller shall forthwith return the Deposit paid, if any, to the Buyer.

If the Buyer shall have incurred the cost of a sea trial and/or survey and is subsequently unable to continue with the purchase due to the Seller’s inability to provide relevant documentation, the Buyer shall be at liberty to recover the cost of the sea trial and/or survey and associated costs from the Seller.

14 Dispute Resolution:

Disputes may, when they cannot be resolved by negotiation, with the written agreement of the Parties, be submitted to mediation.

Nothing in this clause shall affect the rights of the Parties to submit any dispute to the Courts of England & Wales, (or of Scotland if the Seller’s address shall be in that country).

If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.

15 Notices:

Any notice to the Buyer or Seller under this Agreement shall be in writing and shall be sufficiently served if delivered to him personally or posted by recorded delivery to the address set out in this Agreement. Any notice posted shall be deemed to have been received [two] business days after the time of posting, and any notice delivered personally shall be deemed to have been received from the time of delivery.

Notices may also be served by e-mail or fax, in which case they shall be deemed received upon despatch if despatch was on a business day in the United Kingdom and within 0900-1700 hours UTC and there was no delivery failure notice. If despatched before 0900 hours UTC on a business day, the notice shall be deemed received at 0900 hours UTC that day. If despatched after 1700 hours UTC on a business day or on any non-business day, the notice shall be deemed received at 0900 hours UTC on the next business day.

16 Law:

This Agreement shall be governed by the law of England and Wales (or of Scotland if the Seller’s address shall be in that country) and the Parties agree to submit to the jurisdiction of the courts of those countries.

17 Marginal Notes:

The construction of this Agreement is not to be affected by any marginal notes.

18 Entire Agreement:

This agreement together with any schedule and/or inventory signed by both Seller and Buyer forms the entire agreement between the Parties unless otherwise specifically agreed in writing between them.

19 Third Party Rights:

For the purpose of the Contracts (Rights of Third Parties) Act 1999, this agreement does not and is not intended to give any rights to enforce any of its provisions, to any person who is not a Party to it.

If the boat is jointly owned, then all owners to sign as joint Sellers. If the boat is being jointly purchased, then all Buyers to sign as joint Buyers.

INVENTORY: See Clause 1.

Schedule of documents (see clauses 3.2.1/3.2.2)

The following documents should normally be available; however it should be recognised that they will not always be available and in such circumstances the Parties may agree to amend the Schedule of Documents BEFORE the contract is signed in order that the Buyer knows what documents he is contractually entitled to receive at Completion. Any deletions or additions should be initialled by the Parties.

1 all Certificates of Registry in the Seller’s possession relating to the boat current or expired;

2 a properly executed Bill of Sale in a form to be approved by the Buyer in favour of the Buyer;

3 bills of Sale tracing ownership from the very first owner of the vessel to the current Seller;

4 builder’s certificate;

5 builder’s invoices;

6 original/copy VAT invoice;

7 evidence of date of arrival in the European Community;

8 confirmation of compliance with the Recreational Craft Directive, if applicable, in the form of an owner’s manual (including or together with a written declaration of conformity) or details of Recreational Craft Directive exemption;

9 any other documents in the Seller’s possession relating to his acquisition of the vessel, which may include:

1. equipment manuals;
2. service records;
3. receipts for repair work;
4. racing certificates;
5. mooring charges;
6. harbour dues.

10 Where the Seller is a company, certified true copies of the corporate authorities approving this Agreement and appointing the signatories to execute this Agreement, the Bill of Sale and, if applicable, the Protocol of Delivery and Acceptance;

11 any delivery order or authority necessary to enable the Buyer to take immediate possession of the boat.

Legal copyright notice

The RYA Legal Team produce information leaflets, standard templates, agreements and documents for use by members, affiliated clubs and class associations. This material is protected by copyright which is owned by the RYA.

USE:

• RYA members may use the material for non-commercial private purposes.
• Affiliated clubs and class associations may use the material for non-commercial purposes such as attracting and retaining members, regulating the affairs of the club and organising events for members and non-members.

The material produced by the Legal Team is not otherwise to be incorporated or distributed in any work or in any publication in any form without the permission of the RYA Legal Team.

MODIFICATION: the standard documentation produced by the Legal Team is intended to be reasonably comprehensive but cannot cover all eventualities. It is therefore anticipated that, in many instances, RYA members, affiliated clubs and class associations will need to amend the documentation to meet specific requirements. Where members, affiliated clubs and class associations do amend RYA standard documentation they should make this clear on the documentation.

RYA Responsibility Statement: The RYA Legal Team provides generic legal advice for RYA members, affiliated clubs, class associations and Recognised Training Centres. The information contained in this Guidance represents the RYA’s interpretation of the law as at the date of this edition. The RYA takes all reasonable care to ensure that the information contained in this Guidance is accurate and that any opinions, interpretations and guidance expressed have been carefully considered in the context in which they are expressed. However, before taking any action based on the contents of this Guidance, readers are advised to confirm the up to date position and to take appropriate professional advice specific to their individual circumstances.

Sample of purchase and sale agreement

1 PRICE & DEPOSIT:

The “selling price” shall be __________________ (US$ _______________________) for which the BUYER agrees to buy and the SELLER agrees to sell the YACHT, subject to terms and conditions set forth in this Agreement. The sum of ________________________ Dollars (US$ _________________ shall be paid as a deposit (the “Deposit”) upon execution of this sale. The deposit shall be paid to and held in escrow by the SELLING BROKER pending resolution of this sale. The balance of the SELLING PRICE shall be paid in certified or collected funds at the closing.

2 SELLER:

SELLER has until 5 pm, __________________, to notify SELLING BROKER, in writing, that the offer has been accepted.

3 SURVEY:

The BUYER may have the YACHT surveyed at his expense to verify the condition of the YACHT and the accuracy of the attached inventory.

1. The SELLER agrees that BUYER or his agents may examine the YACHT and inventory in a non-destructive manner. The SELLER may stipulate at which boatyard he is willing to have the YACHT hauled for survey. The SELLER agrees that the delivery to and from the boatyard for survey, which he hereby authorizes, is to be at the SELLER’s sole risk and expense.
2. The BUYER agrees that the surveyor(s) shall be employed by the BUYER, and that the BROKERS are not responsible for any errors, omissions or other inaccuracies that may appear on the survey of the YACHT, even though the BROKERS may have suggested the name of the surveyor, or at the BUYER’s request, may have hired the surveyor on behalf of the BUYER.

4 SEA TRIAL:

The BUYER may request a sea trial on the YACHT to his satisfaction at the SELLER’s sole risk and expense.

5 ACCEPTANCE OF THE YACHT:

The Buyer shall notify the SELLING BROKER of his acceptance of the YACHT and inventory, his rejection of the YACHT, or his intention to request repairs or a price adjustment for same, no later than five o’clock P. M. local time on _____________, if said notice has not been timely received, the BUYER shall be deemed to have accepted the YACHT and inventory in its present condition, subject to the terms. IT IS THE BUYER’S RESPONSIBILITY TO OBTAIN ANY ASSURANCES HE REQUIRES REGARDING THE AVAILABILITY OF SATISFACTORY FINANCING AND INSURANCE PRIOR TO THE ABOVE MENTIONED DATE.

UPON THE BUYERS ACCEPTANCE OF THE YACHT, THE DEPOSIT SHALL BECOME NON-REFUNDABLE.

6 TERMINATION OF AGREEMENT:

If the BUYER gives notice of his intention to reject the YACHT under the terms of this Agreement, such notice shall constitute termination of the BUYER’s obligation to purchase and the SELLER’s obligation to sell, and the BUYER and the SELLER both authorize the SELLING BROKER to return the deposit to the BUYER, after deducting any fees and charges incurred against the YACHT by the BUYER, or by the BROKERS on behalf of the BUYER, including the cost of the survey and related expenses.

7 CLOSING:

The “closing” on this sale shall take place on or before ___________________ 20__ at _______ o’clock ___ M, local time, at the office of ___________________ The closing on the sale shall be deemed completed when:

1. All documents necessary to transfer good and absolute title to the YACHT have been received by the BUYER or by the SELLING BROKER on behalf of the BUYER; and;
2. The balance of the SELLING PRICE is paid in certified or collected funds to the SELLER, or to the SELLING BROKER for transmittal to the SELLER.

8 ADDITIONAL PROVISIONS: (If none, write “NONE” in the space provided).

___________________________________________________.

OTHER RIGHTS, OBLIGATIONS, AND MISCELLANEOUS PROVISIONS.

9 The SELLER warrants and/or agrees as follows:

1. That he has full power and legal authority to execute and perform the Agreement that he has good and marketable title to the YACHT and that he will obtain permission from any authority to sell the YACHT, if necessary.
2. That the YACHT will be sold free and clear of any mortgages, liens, encumbrances, or claims whatsoever. If any such obligations remain outstanding at the closing, the SELLER authorizes the SELLING BROKER to deduct the funds necessary to satisfy such obligations from the proceeds of the sale.
3. To deliver the YACHT and its inventory as accepted in paragraph #5, on or before: ______________ 20__, at ____________________.
4. To pay any and all duties, taxes, fees, or other charges assessed against the YACHT by any governmental authority prior to the closing, to hold harmless and indemnify the BUYER and BROKERS against any claims or actions for such fees, and to provide validation of such payments at the closing, upon written request by the BUYER, ten days prior to the closing.
5. To hold harmless and defend the BUYER and BROKERS against any and all claims incurred prior to closing that may impair or adversely affect the BUYER’s receipt, use and possession of the YACHT including good and absolute title thereto; and to assume all costs incident to defending BUYERS and BROKERS against such claims including their reasonable attorney’s fees.
6. To pay the BROKERS the commission as soon as the sale is consummated, and authorizes the BROKERS to deduct the commission from payments received directly or indirectly from the BUYER. Such commission shall be calculated upon the above stated selling price without regard to subsequent adjustments as a result of survey or otherwise. Should the sale not be consummated for any reason, and the SELLER transfers any interest in the YACHT to the BUYER, directly or indirectly, within two years of the closing date of the Agreement (except a charter of one month or less); then the SELLER agrees to pay the BROKERS an amount equal to the commission which would have applied to the sale for which this Agreement is now created.

10 The BUYER warrants and/or agrees as follows:

A That he has full power and legal authority to execute and perform this Agreement, and to obtain the permission of any authority to buy the YACHT, if required.

B To deliver the following at closing:

1. Certified or collected funds payable to the SELLER, or for the SELLER’s account, in the amount equal to the balance of the selling price as set forth in paragraph #1.
2. Certified or collected funds payable to the BROKERS, in an amount equal to any charges incurred against the YACHT by the BROKERS on behalf of the BUYER, including costs related to any survey of the YACHT.
3. Any and all documents, including authorization, required to complete this purchase.

C To pay all sales and/or use taxes, now and hereafter, imposed as a result of this sale, to indemnify the SELLER and BROKERS against any obligations to pay such taxes, and to furnish proof of such payments upon request by the BROKERS.

D The BUYER will have the right of possession of the YACHT only upon completion of the closing.

E To hold harmless and defend the BUYER and BROKERS against any and all claims incurred prior to closing that may impair or adversely affect the BUYER’s receipt, use and possession of the YACHT including good and absolute title thereto; and to assume all costs incident to defending BUYERS and BROKERS against such claims including their reasonable attorney’s fees.

F To pay the BROKERS the commission as soon as the sale is consummated, and authorizes the BROKERS to deduct the commission from payments received directly or indirectly from the BUYER. Such commission shall be calculated upon the above stated selling price without regard to subsequent adjustments as a result of survey or otherwise. Should the sale not be consummated for any reason, and the SELLER transfers any interest in the YACHT to the BUYER, directly or indirectly, within two years of the closing date of the Agreement (except a charter of one month or less); then the SELLER agrees to pay the BROKERS an amount equal to the commission which would have applied to the sale for which this Agreement is now created.

10 The BUYER warrants and/or agrees as follows:

A That he has full power and legal authority to execute and perform this Agreement, and to obtain the permission of any authority to buy the YACHT, if required.

B To deliver the following at closing:

1. Certified or collected funds payable to the SELLER, or for the SELLER’s account, in the amount equal to the balance of the selling price as set forth in paragraph #1.
2. Certified or collected funds payable to the BROKERS, in an amount equal to any charges incurred against the YACHT by the BROKERS on behalf of the BUYER, including costs related to any survey of the YACHT.
3. Any and all documents, including authorization, required to complete this purchase.

C To pay all sales and/or use taxes, now and hereafter, imposed as a result of this sale, to indemnify the SELLER and BROKERS against any obligations to pay such taxes, and to furnish proof of such payments upon request by the BROKERS.

D The BUYER will have the right of possession of the YACHT only upon completion of the closing.

11 INTERIM RESPONSIBILITIES:

The SELLER shall bear all risk of loss or damage to the YACHT, or to any person or property on said YACHT until closing. Any damages to the YACHT subsequent to acceptance as set forth in paragraph #5, and prior to completion of closing, shall be repaired by the SELLER at his expense, subject to approval of the BUYER, who has the right to request a reasonable price adjustment or to cancel the sale if substantial damages cannot be repaired to his satisfaction.

12 DEFAULT BY SELLER:

SELLER’s failure to deliver the YACHT to the BUYER or otherwise to perform the terms of this Agreement, due to any reason (including loss of or substantial damage to the YACHT caused by the SELLER’s negligence which prevents completion of this sale), shall obligate the SELLER to pay all costs and charges incurred in connection with any survey undertaken on behalf of the BUYER, and to pay the BROKERS the full brokerage commission which would have otherwise been due pursuant to Paragraph #9. SELLER’s obligation is without prejudice to any other right the BUYER might also have as a result of the SELLER’s default. However, if the sale cannot be completed by the closing date, due to substantial damage to the YACHT not caused by the SELLER’s negligence, the SELLING BROKER is authorized to deduct from the deposit, any fees or charges incurred against the YACHT by the BUYER, including the cost of the survey and related expenses, and return the balance to the BUYER.

13 DEFAULT BY THE BUYER:

The BUYER and SELLER agree that the amount of damages sustainable in the event of a default by the BUYER are not capable of ascertainment. Therefore, in the event that the BUYER, after accepting the YACHT under the terms of this Agreement, fails to fulfill any or all the obligations set forth in Paragraph #10, the deposit shall be retained by the SELLER as liquidated and agreed damages and the BUYER and SELLER shall be relieved of all obligations under the Agreement. This sum shall be divided equally (50 % / 50 %) between the SELLER and the BROKERS after all expenses incurred against the YACHT by the BUYER have been paid. The BROKERS’ share shall not exceed the amount the BROKERS would have received had the sale been completed.

14 ARBITRATION OF DISPUTES:

Any dispute, controversy or claim relating to the Agreement, including but not limited to the interpretation thereof, or its breach or existence, which cannot be resolved amicably by the BUYER and SELLER shall be referred to arbitration, which shall be the sole and exclusive forum for resolution and settlement of any dispute, controversy or claim between the parties. The arbitration shall be conducted in accordance with the Rule of the American Arbitration Association then in force and shall be held in the city and state of the SELLING BROKER’s office, unless the BUYER and SELLER mutually agree upon another place. Any award of the arbitral authority shall be final and binding upon the BUYER and SELLER with respect to all disputes, claims or controversies encompassed therein and the BUYER and SELLER shall comply with said award without delay. The arbitral authority shall, in its award, fix, and apportion the costs of arbitration. The award of the arbitral authority may be enforced by any court having jurisdiction over the party against which the award has been rendered or where assets of the party against which the award has been rendered can be located. The BUYER and SELLER further understand and agree that arbitration shall be the sole and exclusive forum for resolving any dispute, controversy or claim relating to this Agreement and that neither party shall resort to any court except to compel arbitration, refer questions of law or to conform, vacate or modify such award.

15 Should the LISTING BROKER or the SELLING BROKER become party to any litigation involving the Agreement and found not to be at fault, it is agreed that the BROKER(S) shall be reimbursed for costs and attorney’s fees by the party(s) found to be at fault.

16 This Agreement shall:

A be construed and interpreted in accordance with, and the arbitral authority shall apply the substantive and procedural law of the State of the SELLING BROKER’s principal office;

B constitute the entire Agreement between the BUYER and SELLER, and supersedes all prior discussions, agreements and understandings of any nature between them, and may not be changed or to except by agreement in writing and signed by the parties to be bound;

C be binding upon and shall inure to the benefit of and be enforceable by the successors in interest of the BUYER and SELLER, including but not limited to heirs, executors, administrators or assigns;

D survive the closing of the transaction, and shall not be merged in or otherwise be affected by the execution, tender, delivery or acceptance of the Bill of Sale or any other documents executed or delivered at the closing.

17 FACSIMILE or EMAIL TRANSMISSIONS & COUNTERPARTS:

Facsimile or email transmissions of any signed original document, and retransmission of any signed facsimile transmission shall be the same as delivery of original. This Agreement may be assigned in counterparts.

Remember, what every page should be signed with initials of the BUYER and SELLER!

18 Vessel sold “as is, where is,” with no warranties, the vessel is sold “as is, where is” and “with all faults.” Information on the vessel is believed to be good and correct and the brokers offer such information in good faith, but do not and cannot guarantee the accuracy of the information. Buyer expressly agrees that no warranties or representations, expressed or implied, have been or will be made, directly or indirectly, by the seller or brokers, concerning the condition or use of the yacht. The buyer further expressly agrees that he has not relied upon any oral representation by the seller or the brokers as to the condition or capability of the yacht or its inventory. The buyer also recognizes and acknowledges that yachts and their inventory may have both apparent and/or hidden defects and buyer accepts responsibility for determining the condition of the yacht, its inventory and the existence of any defects.

IN WITNESS WHEREOF, the BUYER and SELLER have hereunto place their signatures as of the date written below:

Brokerage Purchase & Sale Agreement

This Agreement, made on December 7, 2015 between Nick Owens (referred to as “Buyer”) and ______________, the Owner of Record of the Vessel (referred to as “Seller”) and/or Assigns. The Buyer and Seller recognize POP Yachts (hereinafter referred to as “Broker”) as the authorized selling broker for this transaction. This Agreement shall hereinafter be referred to as Agreement #: NO-36.

1 Vessel

Buyer agrees to purchase and Seller agrees to sell all rights, title and interest to the Vessel described as follows and subject to the terms and conditions contained herein: (hereinafter referred to as “Vessel”).

2 Purchase Price and Deposit

The purchase price shall be $27 000 (US Dollars). (Words: Twenty Seven Thousand (US Dollars)) (hereinafter referred to as “Purchase Price”).

Buyer shall make a deposit cleared into Broker’s secure escrow account within 2 (two) business days from the date this Agreement is fully executed by 5:00 PM EST in the amount of $2 700 (US Dollars) or this Agreement shall be deemed as null and void. (Words: Two Thousand Seven Hundred (US Dollars)) (hereinafter referred to as “Deposit”).

The Deposit shall be paid by check or wire transfer to POP Yachts, as Escrow Agent into Wells Fargo, ABA #: 121000248, Account #: 4123996498, as a good faith deposit towards the purchase price and subject to the terms of this Agreement.

3 Seller’s Acceptance of Offer

This offer to purchase shall be accepted by Seller in writing delivered to Broker before 5:00 PM EST on December 11, 2015, or this offer shall be deemed revoked and Broker shall return any Deposit to Buyer within five (5) business days of the request, less any wiring fees and any previously agreed to expenses that Broker incurred on behalf of the Buyer.

4 Buyer’s Acceptance or Rejection of Vessel

Written or telegraphic acceptance or rejection of the Vessel must be made by Buyer before 5:00 PM EST on December 28, 2015. Buyer’s failure to exercise his right of acceptance or rejection as specified herein shall be construed as rejection. In the event of rejection, Broker shall return any Deposit to Buyer within five (5) business days of the request, less any wiring fees and any previously agreed to expenses that Broker incurred on behalf of the Buyer. Upon buyer’s written acceptance of Vessel, Seller will not make any use of the Vessel prior to Closing, except to move the Vessel to the Delivery Location.

5 Contingencies

a The Sale of this Vessel is subject to:

1. Buyer receiving a satisfactory inspection, survey and/or trial run, at buyer’s sole discretion.
2. Seller agrees to drive vessel or to provide a captain for trial run, if applicable.
3. Seller agrees (at Seller expense) to store and maintain vessel at its current location for a period of up to 30 days from the actual closing date to allow Buyer (or their designee) time to pickup/transport vessel.
4. Trailer is included in purchase.

b In the event this sale is subject to survey and/or trial run, Buyer acknowledges and agrees as follows:

1. Buyer will conduct any surveys and/or surveys as soon as practical after the execution of this Agreement.
2. Buyer shall select a surveyor who is in his employ and who is responsible solely to the Buyer for all errors or omissions.
3. Broker shall have no involvement with the selection of said surveyor as to avoid any potential conflict of interest. However, broker shall coordinate the survey and/or trial run with all applicable parties and may be in attendance in order to observe.
4. Buyer should instruct his surveyor to examine and/or trial run the Vessel to ensure the Vessel meets the Buyer’s requirements.
5. All costs related to the survey and due diligence of Buyer shall be at the expense of the Buyer, including but not limited to, Vessel haul out/haul in, dockage charges, subcontractor fees, and any other expenses associated with Buyer’s due diligence.

c In the event that the sale of the Vessel is subject to a trial run, Seller agrees that any trial run shall be at Seller’s sole risk and expense.

6 Risk of Loss

Seller agrees to not operate Vessel after Buyer has signed an Acceptance of Vessel document unless prior agreement is arranged to move Vessel to a pre-determined delivery location. The risk of loss, damage or destruction of the Vessel shall be borne by Seller until the transaction is closed. If the Vessel is destroyed prior to Closing by an Act of God, or other cause, this Agreement shall become void and the Deposit, less any expenses incurred on behalf of Buyer, shall be paid to Buyer.

7 Buyer’s Default

Only after Buyer has signed and submitted the Acceptance of Vessel document to Broker, and in the event the Closing is not consummated due to non-performance of Buyer, including, but not limited to, failure by Buyer to pay the Purchase Price and execute all documents necessary to be executed by Buyer for the completion of the purchase on or before 5:00 PM EST on January 5, 2016 (“Closing” or “Closing Date”), the Deposit shall be retained by Seller and Broker as liquidated damages and the parties shall be relieved of all obligations under this Agreement. Buyer and Seller agree that the forfeited deposit shall be divided equally between Seller and Broker.

8 Seller’s Default

In the event the Closing is not consummated due to non-performance of Seller regarding any of the covenants in this Agreement, all money paid or deposited pursuant to this Agreement by Buyer shall be returned to Buyer upon demand, less any expenses incurred on behalf of Buyer, and Buyer shall have the right of specific performance against Seller at Buyer’s expense. Upon Seller’s default, Seller shall pay to Broker(s) the full commission provided for under the terms of the listing agreement.

9 No Liens

Seller represents and warrants that, at Closing, with the exception of known liens that will be paid off and are listed on the Seller’s Closing Statement, the Vessel will be free and clear of all debts, claims, liens, and encumbrances of any kind whatsoever, except as noted in the contingency section above. Seller warrants and will defend that they have good and marketable title hereto and will deliver to Broker all necessary original documents, which will be held in escrow by POP Yachts until Seller has been funded and the transaction has been closed. Should any claims or documentation issues arise, Seller agrees to remedy those issues within 14 calendar days of the actual closing date.

10 Closing and Delivery

Closing shall take place on or before the Closing Date or at such other time as may be mutually agreed by Seller and Buyer in writing. Seller agrees to deliver Vessel at its current location, together with all gear, machinery, equipment, furnishing and all other articles identified in Exhibit A, which is made part of this contract. Seller agrees to pay for all costs to make Vessel available and unencumbered for Buyer (or their designee) to transport Vessel from its current location should Vessel be in storage, on lifts, or at any other location that makes Vessel not readily available for transport. If Seller fails to include any equipment as identified in Exhibit A, Buyer may seek legal action against Seller for failure to perform in accordance with this contract.

11 Payment of Purchase Price

Buyer shall deposit or wire the amount of the purchase price plus any applicable taxes to Broker’s secure escrow account so that such funds are cleared and ready for release prior to Closing Date so as not to jeopardize the transaction by not having cleared funds to close with. Furthermore, a closing fee of $389 (US Dollars) shall be due to POP Yachts from Buyer to cover Inbound Bank Wire Fees, Courier Fees, and other administrative costs associated with the Closing. Broker shall provide Buyer with electronic copies of all closing documents at closing as well as courier delivery of any original documents including bill of sale upon receipt, if applicable.

12 Taxes

Sale or use taxes, if applicable on this purchase, are the responsibility of Buyer and will be paid to Broker for remittance at the time of Closing and Buyer agrees to indemnify Seller and Broker against the payment of same. Duties, taxes or fees on the Vessel of any state, county, and city, regulatory or taxing authority incurred prior to the date of Closing of this transaction shall be the responsibility of Seller and shall be paid by the Closing Date. Seller shall further pay any cost associated with and shall cooperate fully to obtain authorization for sale as may be required from any governing authority.

13 No Warranty/As Is Condition

INFORMATION PROVIDED ABOUT THE VESSEL IS BELIEVED TO BE GOOD AND CORRECT AND BROKER OFFERS SUCH INFORMATION IN GOOD FAITH, BUT DOES NOT AND CANNOT GUARANTEE THE ACCURACY OF THE INFORMATION PROVIDED. AFTER THE PROVISIONS HEREIN HAVE BEEN COMPLIED WITH AND THIS TRANSACTION HAS BEEN CONSUMATED, IT IS UNDERSTOOD AND AGREED BY BUYER THAT HE HAS ACCEPTED THE VESSEL IN ITS “AS IS” CONDITION. BUYER EXPRESSLY AGREES THAT NO WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, HAS BEEN OR WILL BE MADE DIRECTLY OR INDIRECTLY BY SELLER OR BROKER CONCERNING THE CONDITION OR USE OF THE VESSEL. BUYER EXPRESSLY AGREES THAT HE HAS NOT RELIED UPON ANY ORAL REPRESENATION BY SELLER OR BROKER(S) AS TO THE CONDITION OR CAPABILITY OF THE VESSEL OR ITS INVENTORY. BUYER ALSO RECOGNIZES AND ACKNOWLEDGES THAT THE VESSEL AND ITS INVENTORY MAY HAVE BOTH APPARENT AND/OR HIDDEN DEFECTS AND BUYER ACCEPTS RESPONSIBILITY FOR DETERMING THE CONDITION OF THE VESSEL AND ITS INVENTORY AND THE EXISTENCE OF ANY DEFECTS.

14 Legal Age to Contract

Buyer is at least 18 years of age and is a citizen of United States.

15 Counterparts

This Agreement may be executed in separate counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. A facsimile signature in this Agreement or counterpart thereof shall be deemed an original signature.

16 Binding Effect

This Agreement shall be binding on all parties herein, their heirs, personal representatives, successors and/or assigns. Once a fully executed contract is in place with a deposit in Broker’s secure escrow account, Seller agrees not to sell the Vessel or enter into any contract for the sale of same while this Agreement is in effect.

17 No Merger

The parties agree and expressly stipulate that this Agreement and all agreements, representations and warranties contained herein shall survive the Closing of the contemplated transaction and shall not be merged in or otherwise be affected by the execution, tender, delivery or acceptance of the Bill Of Sale or any other documents executed or delivered at closing.

18 Entire Agreement

This document constitutes the entire agreement between the parties hereto and it is agreed and understood that there are no other duties, obligations, liabilities or warranties implied or otherwise, all of which are expressly disclaimed by Buyer. This Agreement may not be amended or modified, except in writing and signed or initialed by Buyer and Seller.

19 Disputes

This Agreement is executed by Buyer and Seller and any disputes arising out of this Agreement are between Buyer and Seller. In the event Broker becomes party to any proceedings between Seller and/or Buyer concerning this Agreement, the courts of Sarasota County, Florida will have exclusive jurisdiction to adjudicate any dispute and the Broker shall be reimbursed for its costs and attorneys’ fees by the party or parties found to have breached this Agreement.

20 Commissions

Seller acknowledges that Seller and POP Yachts have a previously executed Central Marketing Agreement detailing commission due from Seller upon completion of a sale.

21 Broker

Seller agrees to sell the Vessel under the terms and conditions stated in the foregoing contract. Seller and Buyer recognize and acknowledge POP Yachts as the authorized selling brokerage firm and POP Yachts, as the authorized listing brokerage firm and these are the only brokerage firms that procured this Agreement.

DEPOSIT RECEIPT

Receipt of ______________ USD, per paragraph 2 above, is hereby acknowledged on ______________.

Form of Payment: ___________________ Check Number: ___________________ Wire Transfer ID #: ___________________.

Broker of Record: ____________________________________.

Exhibit A – Included Equipment & Features

1 Description: 2007 Tidewater 216 Adventure 1: NLPTC236B707.

This exhibit is hereby made part of the Purchase & Sale Agreement #NO-36, dated on December 7, between Nick Owens (Buyer) and _____________________, the Owner of Record.

VIN Number may not be visible on trailer, which may cause extra steps and extra time to register trailer, depending on your state. Our Closing Department will guide you through the steps required to register.

Yacht purchase and sale agreement

Standard form of the yacht brokers association of America yacht purchase and sale agreement.

DATE: ________.

This is an Agreement (the “Agreement”) made by and between _________________________ of _______________________, a citizen of ________________________ (the “BUYER”), and ____________________ of ___________________, a citizen of ______________________ (the “SELLER”), owner of the _________________ described in Attachment(s) _______ to this Agreement, which is made a part hereof, and named “______________________”, (the “YACHT”).

The BUYER and SELLER recognize _________________ (the “LISTING BROKER”) as the brokers handling the sale of the YACHT, and herein referred to collectively as the “BROKERS”.

1 PRICE AND DEPOSIT:

The “SELLING PRICE” shall be ________________ (____________) for which the BUYER agrees to buy and the SELLER agrees to sell the YACHT, subject to the terms and conditions set forth in this Agreement. The sum of ______________________ (__________) of the SELLING PRICE shall be paid as a deposit (the “deposit”) upon execution of this agreement. The deposit shall be paid to and held in escrow by the SELLING BROKER pending resolution of this sale. The balance of the SELLING PRICE shall be paid in collected funds at the closing. Should the SELLER and BUYER agree that payment may be made in any form other than collected funds, they further agree to jointly and severally indemnify and hold harmless the BROKER(S) involved in the transaction from any loss or liability resulting from reliance on use of such other form of payment.

2 SURVEY:

The BUYER may have the YACHT surveyed at his expense, to verify the condition of the YACHT and the accuracy of the attached inventory.

1. The SELLER agrees that the BUYER or his agents may examine the YACHT and inventory in a nondestructive manner. If the YACHT is in the water, the SELLER may stipulate at which boatyard he is willing to have the YACHT hauled for survey and agrees that delivery to and from the boatyard for survey, which he hereby authorizes, is to be at the SELLER’s sole risk and expense.
2. The BUYER agrees that the surveyor(s) shall be employed by the BUYER. BUYER agrees that any and all claims that may arise regarding the accuracy of the survey in the transaction may not be asserted against the BROKER(S).

3 ACCEPTANCE OF THE YACHT:

The BUYER shall notify the SELLING BROKER of his acceptance of the YACHT and inventory, or his rejection of same. Such notice which shall be in writing, shall be received no later than five o’clock p. m. local time on ___________________. If said notice has not been timely received, the BUYER shall be deemed to have rejected the YACHT and inventory in its present condition, subject to the terms, if any, of Paragraph #7. IT IS THE BUYER’S RESPONSIBILITY TO OBTAIN ANY ASSURANCES HE REQUIRES REGARDING THE AVAILABILITY OF SATISFACTORY FINANCING AND INSURANCE PRIOR TO THE ABOVE MENTIONED DATE.

4 TERMINATION OF AGREEMENT:

If the BUYER gives notice of his intention to reject the YACHT under the terms of this Agreement, such notice shall constitute termination of the BUYER’s obligation to purchase and the SELLER’s obligation to sell, and the BUYER and the SELLER both authorize the SELLING BROKER to return the deposit to the BUYER, after deducting any fees and charges incurred against the YACHT by the BUYER, or by the BROKERS on behalf of the BUYER, including the cost of the survey and related expenses.

5 CLOSING:

The “closing” on this sale shall take place by five o’clock p. m. local time on or before ____________ at the office of ______________________ at _________________. The closing of the sale shall be deemed completed when:

1. all documents necessary to transfer good and absolute title to the YACHT have been received by the BUYER, or by the SELLING BROKER on behalf of the BUYER; and;
2. The balance of the SELLING PRICE is paid in collected funds to the SELLER, or to the SELLING BROKER for transmittal to the SELLER.

6 TIME OF ESSENCE:

The BUYER and SELLER expressly recognize and agree that time shall be of the essence with respect to any and all times, dates, and deadlines set forth in this agreement, including but not limited to those set forth in Paragraphs #3 and #5 herein.

7 ADDITIONAL PROVISIONS:

If none, enter “NONE” in the space provided below. If more space is required, attach separate addendum.

___________________________________________________.

OTHER RIGHTS, OBLIGATIONS AND MISCELLANEOUS PROVISIONS.

8 SELLER’S REPRESENTATIONS: The SELLER warrants and/or agrees as follows:

1. That the SELLER has full power and legal authority to execute and perform this Agreement, that the SELLER has good and marketable title to the YACHT, and that, if necessary, the SELLER will obtain permission, prior to closing, from any authority to sell the YACHT.
2. That the YACHT will be sold free and clear of any mortgages, liens, bills, encumbrances, or claims whatsoever. If any such obligations remain outstanding at the closing, the SELLER authorizes the SELLING BROKER to deduct the funds necessary to satisfy such obligations from the proceeds of the sale.
3. To deliver the YACHT and its inventory as accepted in Paragraph #3, on or before __________________. At ______________________.
4. To pay any and all duties, taxes, fees, or other charges assessed against the YACHT by any governmental authority prior to the closing, to hold harmless and indemnify the BUYER and BROKERS against any claims or actions for such fees, and to provide validation of such payments at the closing, upon written request by the BUYER.
5. To hold harmless and defend the BUYER and BROKERS against any and all claims incurred prior to closing that may impair or adversely affect the BUYER’s receipt, use, and possession of the YACHT and SELLER’s possession of good and absolute title to YACHT, and to assume all costs incident to defending the BUYER and BROKERS against such claims, including their reasonable attorney’s fees.
6. To pay BROKERS the commission as soon as the sale is consummated, and authorizes the BROKERS to deduct the commission from payments received directly or indirectly from the BUYER. Such commission shall be calculated upon the above stated SELLING PRICE without regard to subsequent adjustments as a result of survey or otherwise. Should the sale not be consummated for any reason, and the SELLER transfers any interest in the YACHT to the BUYER, directly or indirectly, within two years of the closing date of the Agreement (except a charter of one month or less) then the SELLER agrees to pay the BROKERS an amount equal to the commission which would have applied to the sale for which the Agreement is now created.

9 BUYER’S REPRESENTATIONS: The BUYER warrants and/or agrees as follows:

A That he has full power and legal authority to execute and perform this Agreement and to obtain, prior to closing, if required, the permission of any authority to buy the YACHT.

B To deliver the following at closing:

1. Collected funds payable to the SELLER, or for the SELLER’s account, in an amount equal to the balance of the SELLING PRICE as set forth in Paragraph #1.
2. Collected funds payable to the BROKERS, in an amount equal to any charges incurred against the YACHT by BROKERS on behalf of the BUYER, including costs related to any survey of the YACHT.
3. Any and all documents, including authorization, required to complete this purchase.

C To pay all sales and/or use taxes, now or hereafter, imposed as a result of this sale, to indemnify the SELLER and BROKERS against any obligations to pay such taxes, and to furnish proof of such payments, upon request by the BROKERS.

D The BUYER will have the right of possession of the YACHT only upon completion of the closing.

10 INTERIM RESPONSIBILITIES:

The SELLER shall bear all risk of loss or damage to the YACHT, or to any person or property on said YACHT, until closing. Any damages to the YACHT subsequent to acceptance as set forth in Paragraph #3, and prior to completion of closing, shall be repaired by the SELLER at his expense, subject to approval of the BUYER who has the right to request a reasonable price adjustment or to cancel the sale if substantial damages cannot be repaired to his satisfaction. The SELLER agrees not to use the YACHT after completion of survey(s) undertaken on behalf of the BUYER except to move the YACHT to a suitable storage location and to conduct any sea trials requested by the BUYER.

11 DEFAULT BY SELLER:

The SELLER’s failure to deliver the YACHT to the BUYER or otherwise to perform the terms of the Agreement, due to any reason (including loss of or substantial damage to the YACHT caused by the SELLER’s negligence which prevents completion of the sale), shall obligate the SELLER to pay all costs and charges incurred in connection with any survey undertaken on behalf of the BUYER, and to pay the BROKERS the full brokerage commission which would have otherwise been due pursuant to Paragraph #8F. The SELLER’s obligation is without prejudice to any other rights the BUYER might also have as a result of the SELLER’s default. However, if the sale cannot be completed by the closing date due to substantial damage to the YACHT not caused by the SELLER’s negligence, the SELLING BROKER is authorized to deduct from the deposit any fees or charges incurred against the YACHT by the BUYER, including the cost of the survey and related expenses, and return the balance to the BUYER.

12 DEFAULT BY BUYER:

The BUYER and SELLER agree that the amount of damages sustainable in the event of a default by the BUYER is not ascertainable. Therefore, in the event that the BUYER, after accepting the YACHT under the terms of this agreement, fails to fulfill any or all of the obligations set forth in Paragraphs #5 and #9, the deposit shall be retained by the SELLER as liquidated and agreed damages and the BUYER and SELLER shall be relieved of all obligations under the Agreement. This sum shall be divided equally (50 %/50 %) between the SELLER and the BROKERS after all expenses incurred against the YACHT by the BUYER have been paid. The BROKERS’ share shall not exceed the amount the BROKERS would have received had the sale been completed.

13 ARBITRATION OF DISPUTES:

Any dispute, controversy or claim relating to the Agreement, including but not limited to the interpretation thereof, or its breach or existence, which cannot be resolved amicably by the BUYER and SELLER shall be referred to arbitration, which shall be the sole and exclusive forum for resolution and settlement of any dispute, controversy or claim between the parties. The arbitration shall be conducted in accordance with the Rules of the American Arbitration Association then in force and shall be held in the city and state of the SELLING BROKER’s office, unless the BUYER and SELLER mutually agree upon another place.

Any award of the arbitral authority shall be final and binding upon the BUYER and SELLER with respect to all disputes, claims or controversies therein and the BUYER and SELLER shall comply without delay. The arbitral authority shall, in its award, fix and award the costs and reasonable attorney’s fees to the prevailing party of the arbitration. The award of the arbitral authority may be enforced by any court having jurisdiction over the party against which the award has been rendered or where assets of the party against which the award has been rendered can be located. The BUYER and SELLER further understand and agree that arbitration shall be the sole and exclusive forum for resolving any dispute, controversy or claim relating to this Agreement and that neither party shall resort to any court except to compel arbitration, refer questions of law or to confirm, vacate or modify any such award.

14 BROKER REPRESENTATION:

The SELLER and the BUYER each acknowledge that the SELLING BROKER represents the BUYER, and the LISTING BROKER represents the SELLER, each representing the party that the respective broker has brought to this transaction. The SELLER and the BUYER also acknowledge and agree that in the case of a sole BROKER, such BROKER represents the interest of both the SELLER and the BUYER and that such representation shall not render this Agreement voidable.

15 LEGAL FEES:

Should the LISTING BROKER or the SELLING BROKER become party to any litigation or Arbitration involving this Agreement and found not to be at fault, it is agreed that the BROKER(S) shall be reimbursed for costs and attorney’s fees by the party(s) found to be at fault.

16 MISCELLANEOUS PROVISIONS: This Agreement shall:

1. Be construed and interpreted in accordance with, and the arbitral authority shall apply, the substantive and procedural law of the State of the SELLING BROKER’s principal office.
2. Constitute the entire Agreement between the BUYER and SELLER, and supersedes all prior discussions, agreements and understandings of any nature between them, and may not be changed or added to except by agreement in writing and signed by all parties to be bound.
3. Be binding upon and shall inure to the benefit of and be enforceable by the successors in interest of the BUYER and SELLER, including but not limited to heirs, executors, administrators or assigns.
4. Survive the closing of the transaction and shall not be merged in or otherwise be affected by the execution, tender, delivery, or acceptance of the Bill of Sale or any other documents related to this transaction executed or delivered at or subsequent to the closing.

17 NO WARRANTIES:

THE BUYER EXPRESSLY AGREES THAT NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, HAVE BEEN OR WILL BE MADE DIRECTLY OR INDIRECTLY BY THE SELLER OR BROKERS CONCERNING THE CONDITION OR USE OF THE YACHT. THE BUYER FURTHER EXPRESSLY AGREES THAT HE HAS NOT RELIED UPON ANY ORAL REPRESENTATION BY THE SELLER OR THE BROKERS AS TO THE CONDITION OR CAPABILITY OF THE YACHT OR ITS INVENTORY. THE BUYER ALSO RECOGNIZES AND ACKNOWLEDGES THAT YACHTS AND THEIR INVENTORY MAY HAVE BOTH APPARENT AND/OR HIDDEN DEFECTS AND THE BUYER ACCEPTS RESPONSIBILITY FOR DETERMINING THE CONDITION OF THE YACHT, ITS INVENTORY, AND THE EXISTENCE OF ANY DEFECTS.

IN WITNESS WHEREOF the BUYER and SELLER have hereunto placed their signatures as of the date written below.