Memorandum of Agreement

MEMORANDUM OF AGREEMENT

For the sale of

S/Y “[имя]”

([регистрационный и порт приписки])

On ____ of ________ 201__, for the above mentioned vessel with following main particulars:

 I. Vessel’s Main Particulars

Type of vessel / Model -Builder: Sailing yacht [модель яхты, проивзодитель]
Flag & Port of Registry: __________ [соответственно]
Length / Beam / Draft (m): __________ [соответственно]
Year built / Place: __________ [соответственно]
Serial hull yard number: __________ [соответственно]
Material: G.R.P. [как например]
G.R.T. / N.R.T.: __________ [водоизмещение]
Engines: __________ [марка, производитель, модель, мощность]
Serial engine number: __________ [соотвественно]
Call Sign: __________ [это из радиолицензии]

hereinafter called “the Vessel”

II. Contracting Parties

II.1. Seller.

Mr ___________, ___________ Police Identity # __________, issued on __________ and with VAT no. __________,of address ______________________________, [государство],
hereinafter called “Seller”,

II.2. Buyer.

Mr __________, __________ Police Identity # __________, issued on __________ and with VAT no. __________,of address ______________________________, [государство],
hereinafter called “Buyer”,

II.3. Broker.

Mr __________, __________ Police Identity # __________, issued on __________ and with VAT no. __________,of address ______________________________, [государство],
hereinafter called “Broker”,

Have agreed the Seller to sell and the Buyer to buy the said Vessel on following terms and conditions:

III. Price

The Seller hereby agrees to sell to the Buyer the above mentioned vessel at the Purchase Price of __________ [валюта, сумма цифрами] (__________ [валюта и сумма прописью]) And No Cents (.00 __________ [валюта]), free of any bank charges.

The purchase price includes everything belonging to the Vessel whether on board or ashore (or on order, if any), even if removed prior to this Agreement or Buyer’s inspection, in according to inventory list — see clause VIII.

IV. Mode of Payment

a. Deposit

As a correct fulfillment of this contract, upon signing this Memorandum of Agreement, for earnest money deposit, hereinafter called “Deposit”, of __________ [валюта, сумма цифрами] (__________ [валюта и сумма прописью]) And No Cents (.00 __________[валюта]) will be delivered by the Buyer to

__________________________________________________ [реквизиты брокера]

Agent’s Bank account within five (5) business days of Acceptance of this Offer by Seller. The Broker is regarded as «Escrow Agent» for this Agreement. The Seller’s obligation to perform under this Agreement is suspended up to the Buyer’s transfer deposit to Agent’s Bank account.

b. Balance

Following signing of this Agreement by all parties, the Seller undertakes at his own cost, to submit the following documents to the Broker :

  1. Seaman’s Pension Fund Certificate for no debt
  2. VHF Radio Company Certificate for no debt
  3. Marine Chamber Certificate for no debt
  4. Tax Office Certificate of no debt regarding Vessel
  1. Receipt that no Port Fees are due at __________ [стоянка]. (latter to be provided prior to final payment).
  2. VAT payment Invoice
  3. Liabilities’ Undertaking Statement

When these documents are checked and found in order, together with the vessel’s records at  __________ [город] Registry Office, the Buyer will be notified by the Broker by documents scan copies supplemented with scan copies of next documents:

  1. Certificate of Registry.
  2. Builder’s Certificate.
  3. Measurement Certificate issued by current registry
  4. Protocol of Inspection by Marine Directorate.

All expenses for production of listed documents are borne by the Seller only.
The cost for the person who will carry out the purchase procedure on behalf of the Buyer, will be borne in full by the Buyer.
Any Custom Clearing Fees required for the Legal Export of Yacht from the E.U. shall be paid by the Buyer in full.

 V. Inspections

The Buyer examined the Vessel initially on the __________ [дата] while the Vessel was at  __________ [стоянка], at sea.

The Buyer examined the Vessel again on the __________ [дата] at same location and on the __________ [дата], the Vessel was sailed with the Buyer and the Seller onboard from __________ [стоянка] to __________ [место инспекционного подъема] where it was lifted by mobile crane for approximately one hour for the purposes of underwater hull inspection. The Vessel was then placed back in the water and sailed with the Buyer and Seller onboard back to __________ [стоянка].

Following the above inspections, the Buyer accepted to buy the Vessel unconditionally in as an «as is where is condition». The Seller undertakes not to use the Vessel following the signing of this Agreement.

VI. Time and Place of Delivery — Delivery Conditions

As place of delivery of the Vessel, is agreed __________ [стоянка], __________ [государство], at sea (current berthing place).

As latest time of completion of sale is agreed the __________ [дата] (signing Protocol of Delivery and Acceptance, paragraph VII.6), provided though that the full purchase amount has been transferred from the Buyer to the Seller and  the Bill of Sale has been  signed by both Buyer and Seller.

Both Buyer and Seller will make all efforts that the completion of sale and delivery of the Vessel will take place on time.

The Vessel should be in substantially the same condition as when it was inspected and accepted by the Buyer per clause III hereof, fair wear and tear accepted. Also at the time of delivery all main, auxiliary and safety equipment, machinery and gear (engine and deck) must be in good working order and condition, as it was at the time of inspection. Any  costs pertaining to the maintenance and running of  the vessel, shall be borne by the Seller, up to the time of delivery. The Seller shall be responsible for the safety of the Vessel  up to delivery and the Vessel shall not be moved from her berthing place up to delivery unless in case of emergency.

VII. Bill of Sale — Deletion — Balance Payment

Following the conditions narrated in paragraph “IV.a & b” are successfully fulfilled, a Bill of Sale will be drawn between the Buyer and Seller performing the following steps

VII.1. First step: Broker will issue the Bill of Sale which will be produced in 3 copies (one for Buyer, one for Seller and one for the __________ [государство] Authorities) and forward it to the Buyer who will sign it with Apostille Certification and as per the requirements of the __________ [государство] State, and send it to Seller.

VII.2. Second step: Seller receives all three copies of the Bill of Sale, sign them as per the requirements of the __________ [государство] State, and send one signed copy to the Broker.

VII.3. Third step: The Broker receives the Bill of Sale, signed from the Seller. The Buyer will be notified by the Broker, to forward the balance payment amounting to __________ [валюта, сумма цифрами] (__________ [валюта и сумма прописью]) And No Cents (.00 __________ [валюта]) directly to the bank account of the Seller.

VII.4. Fourth step: The Broker will forward the signed Bill of Sale to the Buyer, following payment of balance to the Seller’s account and his written acknowledgment of receipt.

VII.5. Fifth step: Deletion Certificate issuing will be initiated by Seller only after balance payment in full has arrived to Seller. All expenses for issuing the Deletion Certificate are borne by the Seller only. Custom Clearing if required to be executed, depending on Buyer’s choice of new registry, will precede Deletion and will be at Buyer’s expense.

VII.6. Sixth step: At the time of delivery of the Vessel, the Buyer and Seller shall sign a Protocol of Delivery and Acceptance evidencing the place, date and time of the delivery of the Vessel.

Upon receipt of all above documentation by the Buyer, the deal will be considered complete and finalized between the Buyer and Seller in fact physical delivery of the Vessel and signing Protocol of Delivery and Acceptance.

VIII. Inventory

An inventory list was prepared by the Seller and furnished to the Buyer.

This was produced into 2 copies to Buyer and Seller signing this inventory list contemporaneously with Memorandum and retaining a copy, thus representing part of this Memorandum.

IX. Encumbrances, Customs and Taxes

The Seller hereby warrants that the Vessel at the time of delivery shall be free and clear of all debts, claims, liens, charges, mortgages and encumbrances of any kind whatsoever according to document 7 from paragraph IV.a.

The Seller further warrants that he is the legal and beneficial registered owner of the Vessel and has title to and the right to sell the Vessel and at the time of delivery of the Vessel he will be the legal and beneficial registered owner of the Vessel and has title to and the right to sell the Vessel.

If at the time of delivery of the Vessel to the Buyer there is in fact existing any debt, claim, lien, charge, mortgage or encumbrance against the Vessel of whatsoever kind and howsoever arising incurred prior to the time of delivery of the Vessel, the Seller shall discharge the same as a pre-condition to completion, or if the debt, claim, lien, charge, mortgage or encumbrance (whether registered or not) or any of them becomes known subsequent to the Delivery Date, the Seller hereby undertakes the obligation to settle any such debt, claim, lien, charge, mortgage or encumbrance without delay and in accordance with Liabilities’ Undertaking Certificate.

X. Buyer’s Default

If the purchase money is not be paid as aforesaid, the Seller has the right to cancel this contract, in which case the deposit shall be forfeited to the Seller.

XI. Seller’s Default

XI.1. If the Seller cancels this contract before he receives balance payment according to clause VII.3,and/or not execute conditions of this contract latest within seven (7) days following the Delivery Date, the Buyer shall have the option to give to the Seller written notice terminating the MOA. In this case deposit shall be returned with compensation for all expenses from Buyer. In detail:

XI.1a. Deposit return. The Deposit of __________ [валюта, сумма цифрами] shall be paid back by the Broker to the Buyer minus __________ [валюта, сумма цифрами] to be kept by the Broker as compensation for his services so far.

XI.1.b. Expenses compensation. The amount shall be paid by the Seller __________ [валюта, сумма цифрами] (__________ [валюта и сумма прописью]) And No Cents (.00 __________ [валюта]) to the Buyer.

All these amounts will be paid by the Seller and the Broker to the Buyer within 5 (Five) business days following receipt of written notice terminating the MOA by the Buyer.

XI.2. If the Seller fails to deliver the Vessel and the documentation in accordance with the Clauses of this MOA in return for payment of the Purchase Price and/or latest within seven (7) days following the Delivery Date, the Buyer shall have the option to give to the Seller written notice terminating the MOA and the full amount return — __________ [валюта, сумма цифрами] (__________ [валюта и сумма прописью]) And No Cents (.00 __________ [валюта]) shall be returned to the Buyer with compensation for all expenses from Buyer. In detail:

XI.2.a. Deposit return. The Deposit of __________ [валюта, сумма цифрами] shall be paid back by the Broker to the Buyer minus __________ [валюта, сумма цифрами] to be kept by the Broker as compensation for his services so far.

XI.2.b. Balance payment return. Balance payment shall be paid back by Seller __________ [валюта, сумма цифрами] (__________ [валюта и сумма прописью]) And No Cents (.00 __________ [валюта]) to the Buyer in according to XI.2.c.

XI.2.c. Expenses compensation. The amount shall be paid by the Seller __________ [валюта, сумма цифрами] (__________ [валюта и сумма прописью]) And No Cents (.00 __________ [валюта]) to the Buyer.

All these amounts will be paid by the Seller and the Broker to the Buyer within 5 (Five) business days following receipt of written notice terminating the MOA by the Buyer.

XII. Arbitration

In the event of any dispute arising in respect to the interpretation and fulfillment of this contract, same shall be decided by the Arbitration of the __________ [государство] State.

XIII. Court of Law

This contract shall be subject to the Law of __________ [государство]. The jurisdiction over it shall have the relevant Courts in __________ [государство].

XIV. Contract’s Language

This Memorandum of Agreement is held in English. Both parties declare, they have sufficient command of the English language.

XV. Executions

This contract is executed in three originals, of which one is handed over to each party.
In witness hereof, this agreement was read and signed as follows:

THE PARTIES

The Buyer

 

The Broker The Seller
     
______________ _________________ __________________

[подписи всех сторон должны быть на каждом листе МОА внизу страницы]

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