1. Agreement for sale
The Vendor hereby agrees to sell and the Purchaser agrees to purchase the Vessel free from any encumbrances (subject to the conditions and terms of this agreement), together with all her outfit gear and equipment as set out in any schedule hereto but not including stores or the Vendor’s personal effects, for the Purchase Price.

2. Payment of Deposit
On the acceptance of this agreement the Deposit is to be paid to the Broker as stakeholders and the balance of the Purchase Price together with any Value Added Tax shall be payable in accordance with Clause 6.

3.1 Value Added Tax
The Vendor is not a registered person for the purpose of the regulations relating to Value Added Tax and the Purchase Price is exclusive of Value Added Tax.

3.2 Import dues and local taxes (Vessel lying overseas)
The Vendor warrants that the Vessel has been properly imported into the country in which she is now lying and that all appropriate local taxes and dues have been paid and that the proposed sale is in accordance with all relevant local laws and regulations.

4. Inspection survey
The Purchaser may, at a venue to be agreed and at his own cost, haul out or place ashore and/or open up the Vessel and her machinery for the purposes of inspection and/or survey which, including any written report, shall be completed within fourteen days of the acceptance of this agreement. If any inspection requires more than superficial non-destructive dismantling the consent of the Vendor must be obtained before such work commences.

5.1 Notice of defects
Within fourteen days after completion of such inspection and/or survey if any material defect(s) in the Vessel or her machinery other than disclosed to the Purchaser prior to the acceptance of this agreement or any material deficiencies in her inventory, if any, shall have been found the Purchaser may either:

5.1.1 Give notice to the Broker of his rejection of the Vessel provided that the notice shall specify any material defect(s) or deficiencies; or

5.1.2 Give notice to the Broker specifying any material defect(s) or deficiencies and requiring the Vendor forthwith either to make good the same or make a sufficient reduction in the Purchase Price to enable the Purchaser to make good the same. All agreed items of work to be completed without undue delay in all circumstances and to be carried out so as to satisfy the expressly specified requirements of the Purchaser’s surveyor in respect only of material defects mentioned in his report and specified in the notice to the Broker.

5.2 If the Purchaser shall have served a notice of rejection under Clause 5.1.1, then this agreement shall be deemed to be rescinded forthwith and the Broker shall refund to the Purchaser the Deposit in accordance with Clause 8.

5.3 If the Purchaser shall have served a notice under Clause 5.1.2 requiring the Vendor to make good material defects or deficiencies or to make a reduction in the Purchase Price, and the Vendor shall not have agreed within twenty one days after the service of the notice to make good such defects or the Parties have not agreed in the twenty one days after the service of notice upon the reduction of the Purchase Price, then this agreement shall be deemed to have been rescinded on the twenty second day after the service of notice and the Broker shall refund to the Purchaser the Deposit in accordance with Clause 8.

In the case of any deficiencies in the Vessel’s inventory (if any) remaining or arising within seven days of acceptance in accordance with Clause 6 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 Purchaser only.

6.1 Acceptance of Vessel
The Vessel shall be deemed to have been accepted by the Purchaser and the balance of the Purchase Price and any Value Added Tax thereon shall become due and payable in accordance with Clause 7 upon the happening of any of the following events:

6.2 The expiry of fourteen days from the date of this agreement or such extended period as may be agreed between the Parties provided that no inspection or survey has commenced;

6.3 The expiry of fifteen days from the completion of the survey, provided that the Purchaser has not served notice under Clause 5.1;

6.4 Notification in writing by the Vendor to the Broker of completion of the remedial works specified in a notice given by the Purchaser under Clause 5.1.2;

7.1 Completion of sale
Upon acceptance of the Vessel by the Purchaser, the Deposit shall be treated as part payment of the Purchase Price. Within seven days of acceptance the Purchaser shall pay the balance of the Purchase Price and any Value Added Tax thereon and the Vendor shall:

7.1.1 In the case of a registered Vessel
Provide the Broker with a copy of the Certificate of Registry, correct and updated, together with any other documents appertaining to the Vessel and shall execute a Bill of Sale, in the prescribed form, in favour of the Purchaser or his nominee, showing the Vessel to be free from encumbrances and completed so as to ensure transfer on the Register; or

7.1.2 In the case of an unregistered Vessel (including a Vessel registered on the SSR)
(a) Provide the Broker with a Bill of Sale in favour of the Purchaser or his nominee, together with any other documents appertaining to the Vessel;
(b) Deliver to the Broker any necessary delivery order or other authority enabling the Purchaser to take immediate possession of the Vessel.

7.2 Payment
Where payment is made by cheque, draft or bank transfer, the terms of this agreement shall not be deemed to have been fulfilled until such payment is cleared free of bank charges into the payee’s account.

7.3 Vendor’s right to assign title
By delivery of the documents specified in either case the Vendor shall be deemed to have covenanted AND HEREBY COVENANTS that he has the right to transfer property in the Vessel and that the same is free from encumbrances, debts, liens and the like except such encumbrances and liabilities for duties, taxes, debts, liens and the like as are the responsibility of the Purchaser under Clauses 4 and 8.

7.4 Free access after completion
On completion, the Vendor shall ensure that the Vessel is available for collection by the Purchaser and that free access by the Purchaser together with all necessary haulage equipment is permitted at no additional cost to the Purchaser.

8.1 Rescission of agreement
In the event of rescission of this agreement by the Purchaser he shall, at his own expense, reinstate the Vessel to the condition and position in which he found her, and shall pay all boatyard and surveyor’s charges for this work.

8.2 Return of the Deposit
The Broker shall thereupon return the Deposit to the Purchaser without deduction and without interest save that he shall be entitled to retain such part of the Deposit as shall be necessary to defray any boatyard or surveyor’s charges not paid by the Purchaser. Neither Party shall thereafter have any claim against the other under this agreement.

9. Warranties
The Vendor being a person not selling the Vessel in the course of a business, and the Purchaser being at liberty to inspect the Vessel and satisfy himself as to her condition and specification, all express or implied warranties or conditions, statutory or otherwise, are hereby excluded and the Vessel, her outfit, gear and equipment shall be taken with all defects and faults of description without any allowance or abatement whatsoever.

10. Risk
Until completion, the Vessel shall be at the risk of the Vendor who shall make good all damage sustained before completion. If the Vessel is lost or becomes a constructive total loss before completion this agreement shall be null and void except that the Purchaser will be liable for the cost of all work authorised by him under Clauses 4 and 8 and undertaken before such loss took place and the Deposit shall be returned to the Purchaser without interest but less any deduction made under Clauses 4 and 8 and otherwise without deduction and the Purchaser shall have no claim against the Vendor for damages or otherwise. After completion, the Vessel shall in all respects be at the risk of the Purchaser.

11.1 Default by Purchaser
Should the Purchaser fail to pay the balance of the Purchase Price in accordance with Clause 7, the Broker may give notice in writing to the Purchaser requiring him to complete the purchase within fourteen days of service of such notice. If the Purchaser fails to comply with the notice the Vendor may re-sell the Vessel by public auction or private treaty and any Deposit paid shall thereupon be forfeit without prejudice to the Vendor’s right to claim from the Purchaser the amount of any loss on re-sale together with all his reasonable costs and expenses, due allowance being made for any forfeited Deposit.

11.2 Default by Vendor
If the Vendor shall default in the execution of his part of this agreement the Purchaser shall, without prejudice to any other rights he may have hereunder, be entitled to the return of his Deposit. Unless such default by the Vendor shall have arisen from events over which the Vendor had no control, the Vendor 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, together with compensation for any loss which the Purchaser may have sustained as a result of the Vendor’s default.

12. Arbitration
All disputes that cannot be resolved between the Parties and which arise out of or in connection with this agreement shall be submitted to a single arbitrator to be appointed, in default of agreement, by the Chairman of the Council of the RYA and the provisions of the Arbitration Act 1950 (as amended) shall apply.

13. Notices
Any notice under this agreement shall be in writing and any notice to the Purchaser, Vendor or Broker shall be sufficiently served if despatched prepaid and addressed to his last known address. Any notice posted shall be deemed to have been received forty eight hours after the time of posting and any notice given in any other manner shall be deemed to have been received at the time when, in the ordinary course of post, it may be expected to have been received.

14. Jurisdiction
This agreement shall be construed according to, and governed by the law of England (or of Scotland if the Vendor’s address shall be in that country) and the Parties hereby submit to the jurisdiction of the Courts of the same countries.

15. Marginal notes
The construction of this agreement is not to be affected by any marginal notes.

16. Rights under contract or statute
This agreement forms the entire agreement between the Parties unless otherwise specifically agreed in writing between them.

17. Sharing of data
The Purchaser consents to the sharing of their contact information post completion of the sale:
(a) With any relevant official authority (e.g.: Broads Authority);
(b) For the purpose of ongoing berthing/storage of the Vessel if applicable.

Version: 27/11/2021

Update History:
27/11/2021: Clause 17 added.
24/04/2021: Reference to secondhand removed from title.
01/04/2020: Version 02/04/2007 updated with minor correction and improvements in consistency of terminology used.