TERMS AND CONDITIONS OF BROKERAGE

1 - Deposit

1.1 On signing this Agreement the Purchaser is to pay a deposit of 10% of the purchase price to the Broker. In consideration of his appointment to hold the deposit the Broker undertakes, for the benefit of the Purchaser and the Seller, to pay the deposit (and any other part of the purchase price which he may receive at any time) into a Client Trust account named as such and to keep it at all times separate and distinct from the Broker’s own monies and undertakes to keep proper books of account in respect of all such sums received.

1.2 The balance of the purchase price shall be paid by the Purchaser to the Broker as agent for the Seller on completion. Payment shall be deemed to have been made when cleared funds are received in the Broker’s client account. Upon completion the Broker will release to the Seller the purchase price, net of any commission and charges to which the Broker is entitled, and also retaining sufficient funds to discharge any finance, borrowing or other charges relating to the Vessel.

1.3 In the event that a dispute between the parties arises before completion then (and in the absence of any other action agreed between the parties) the deposit shall be retained in the Brokerage client trust account pending resolution of the dispute in accordance with Clause 11.

2 - Warranties

2.1 The Seller warrants that the sale is not related to the Seller’s business, trade or profession and that the Vessel is not and has not been a business asset.

2.2 The Seller warrants to the Purchaser that the factual matters set out in the description of the Vessel on the Sales Agreement are true and that he is the sole legal and beneficial owner of the Vessel and absolutely entitled to transfer his interest in the Vessel in the manner provided by this Agreement.

2.3 The Purchaser has been given proper opportunity to inspect the Vessel its gear and all equipment included within the sale and to satisfy himself as to its condition, quality, specification and fitness for purpose and to have it surveyed before entering into this Agreement. In choosing to enter into this Agreement the Purchaser expressly and definitively waives all implied warranties or conditions relating to the condition, quality, description and fitness for purpose of the Vessel its gear and equipment, statutory or otherwise, to the fullest extent permitted by law and the Purchaser agrees to buy the Vessel its gear and equipment with all defects and faults of description without any allowance or abatement whatsoever.

3 - Completion

3.1 Completion shall take place within 14 days of signing the Sales Agreement unless otherwise stated on it, at a location mutually convenient to the parties and preferably in close proximity to the Vessel. It shall be a condition precedent to Completion that the Broker is in receipt of the full purchase price as detailed in Clause 1, and the properly executed original documentation detailed in Clause 3.2.Immediately upon completion the Seller will give delivery of the Vessel to the Purchaser and will hand over to the Purchaser the Delivery Documents described in Clause 3.2. The parties shall record the time at which Completion occurs by means of a Protocol of Delivery and Acceptance for the purpose of notifying their respective insurers.

3.2 The following original Documents shall be prepared by the Seller and held by the Broker in advance of Completion and shall be delivered to the Purchaser on Completion;
3.2.1 All Certificates of Registry in the Seller’s possession relating to the Vessel, current or expired;
3.2.2 A properly executed Bill of Sale relevant to the Purchaser in favour of the Purchaser or his nominee;
3.2.3 All other documents of title to the Vessel which are in the Seller’s possession or control;
3.2.4 Evidence by way of original or true copy documents regarding the VAT status of the Vessel including Builder’s invoices, evidence of VAT payment and dates of arrival in the European Community;
3.2.5 Evidence of compliance with the Recreational Craft Directive;
3.2.6 An express written declaration by the Seller that at the moment of Completion and delivery to the Purchaser the Vessel is free of all debts, claims and charges of any every kind.
3.2.7 Where the seller is a company certified copies of the corporate authorities approving this Agreement and appointing the signatories for the Bill of Sale;
3.2.8 Any delivery order or authority necessary to enable the Purchaser to take immediate possession of the Vessel. 

4 - Risk

4.1 Until completion and delivery of the Vessel to the Purchaser the Vessel shall be at the sole risk of the Seller who shall make good any damage sustained before actual delivery to the Purchaser. If the Vessel becomes an actual or constructive total loss before completion this Agreement shall terminate and the deposit shall be immediately returned to the Purchaser without interest but without deduction or charge and the Purchaser shall have no claim against the Seller for damages. Upon delivery of the Vessel to the Purchaser risk in the Vessel shall pass to the Purchaser.

5 - Insurance

5.1 The Owner confirms that the Vessel is insured against usual marine perils and third party risks and will remain insured until completion of a sale and such insurance shall cover all viewing and sale arrangements, including slipping for survey and sea trials. The Owner shall also be responsible for all cleaning, maintenance, berthing, storage and security of the Vessel pending sale.

6 - Title

6.1 Title in the Vessel shall pass to the Purchaser upon completion in accordance with Clause 3.2.

7 - Default

7.1 If the Purchaser defaults in paying the balance of the purchase price by the last date for completion under Clause 3 of this Agreement date the Owner may serve a written notice on the Purchaser requiring him to complete the purchase within a further 7 days. If the Purchaser fails to comply with that notice the Owner shall be free to re-sell the Vessel by Public Auction or Private Treaty and any deposit paid shall be forfeit to the Owner without prejudice to his right to claim from the Purchaser any loss on re-sale together with all his reasonable costs and expenses; in the event of such a claim the Owner shall be obliged to give credit for the amount received by way of the forfeited deposit.
7.2 If the Owner fails or refuses to complete the sale by the last date for completion under Clause 4 of this Agreement the Owner or Broker (as appropriate) shall immediately return the deposit to the Purchaser together with any interest earned. Such payment shall be entirely without prejudice to any other rights which the Purchaser may have under this Agreement.

8 - Brokers Commission

8.1 The Broker’s fees and commission shall be paid by the Owner and shall become due upon Completion and may be retained by the Broker out of the purchase price at Completion. The Broker shall not be entitled to delay or prevent repayment to the Purchaser of the deposit in the event that the Owner refuses or fails to complete the sale.

9 - Notices

9.1 Any notice to be served under this Agreement on the Owner, Purchaser or Broker shall be in writing and shall be sufficiently served if delivered personally or posted by recorded delivery to the Address set out in this Agreement. Any notice posted shall be deemed to have been received on the third business day (excluding Saturdays) after posting.

10 - Entire Agreement

10.1 This Agreement together with any Schedules, inventories and Addenda forms the entire agreement between the

11 - Law and Jurisdiction

11.1 This Agreement shall be governed by the law of England and Wales.
11.2 Any dispute arising under this Agreement shall be submitted to the exclusive jurisdiction of the Courts of England and Wales.

12 - Dispute Resolution

12.1 The BMF and the RYA recommend that disputes arising under this form of Agreement which cannot be resolved by negotiation, should, with the written agreement of the Parties, be submitted to mediation or failing that to arbitration under the BMF’s Dispute Resolution Scheme, which is approved by the RYA.
12.2 Details of the mediation scheme operated by the BMF are available at www.britishmarine.co.uk/mediation.
12.3 Matters suitable for arbitration shall be submitted to a single Arbitrator in accordance with the BMF’s Dispute Resolution Scheme. The provisions of the Arbitration Act 1996 shall apply.

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