Terms & Conditions of Brokerage
Whilst every Care has been taken in the preparation of sale particulars no responsibility can be taken for any errors or inaccuracies of description. Purchasers are advised to satisfy themselves as to the accuracy of particulars given & suitability of the vessel & its equipment for their purposes. Attention is drawn to our terms & conditions of sale below
1. Subject always to the Statutory rights of the parties, these are the only terms and conditions upon which the Broker contracts or conducts business on behalf of itself or the Vendor and together with the particulars overleaf form the whole of the agreement between the parties. No servant or agent of the Broker or of the Vendor has authority to waive all or any of these terms in part or in whole or to permit or suffer any departure or deviation from them. No further additional or qualifying terms or conditions shall be deemed to be binding upon the Broker or Vendor unless confirmed by the same in writing.
2. Any person in contracting or conducting business with or through the agency of the Broker acknowledges themselves and their principals if any bound by these terms and conditions and further acknowledges that these terms and conditions operate to the exclusion of all others, express or implied, whether notified to the Broker or Vendor or otherwise.
3. If the Vendor is selling in the course of trade or business the Broker shall notify the Purchaser in writing to that effect in which event the usual statutory warranties shall apply. If no such notice is given the Vendor shall be deemed not to be selling in the course of trade or business and the Purchaser being at liberty to inspect the vessel and satisfy himself as to its condition specification and suitability all warranties express or implied are hereby excluded to the extent permitted by law and the Vessel and its equipment shall be taken as is with all faults and assets including those of description without allowance or abatement whatsoever.
4. Any offer to purchase submitted to the Broker shall be deemed to be an offer to contract and shall be binding on the offer or if and when accepted.
5. No offer submitted to the Broker shall be binding on the Broker or the Vendor unless and until accepted by the Broker in writing. Such acceptance if any shall be deemed to be subject to and conditional upon the acceptance and adoption of these terms and conditions by the customer. Notwithstanding and without prejudice to the generality of the foregoing no such acceptance by the Broker shall be deemed not to be binding on the Purchaser by reason only of the failure or refusal of the Purchaser to so accept and adopt these terms and conditions or any of them.
6. If an offer is made and accepted "subject to survey" in accordance with the provisions hereof 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 its machinery for the purpose of inspection and/or survey which, together with any written report shall be completed within 14 days of acceptance of the Purchaser's offer. In the event that any inspection requires more than superficial non-destructive dismantling and limited removal of anti-fouling the consent of the Vendor shall be obtained in writing before commencement of such work.
7. Within seven days after completion of such inspection and or/survey if any material defect in the vessel or its equipment other than as disclosed to the Purchaser in writing prior to acceptance of the Purchaser's offer shall have been found or if any material deficiency shall have been found in the inventory if any the Purchaser may give notice to the Broker or Vendor specifying such defect or deficiency and including a copy of the relevant extracts of the surveyor's report either (a) notifying his rejection of the Vessel or (b) requiring the Vendor within a reasonable period 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 shall be completed without undue delay in all the circumstances and shall 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 notified to the Broker or Vendor
8. In the event that the Purchaser shall serve any such notice as specified above and the Vendor shall not within 14 days after service of the notice agreed to make good without delay such defects or deficiencies as may be specified therein or the parties shall not have agrees within 14 days after service of the notice upon the amount by which the purchase price is to be reduced then the agreement shall be rescinded and any deposit paid shall be refunded in accordance with clause 9 hereof.
9. In the event of rescission by the Purchaser under these terms and conditions he shall at his own expense reinstate and restore the Vessel to the condition and position in which he found it and shall pay all yard and surveyor's charges in respect of this work. The Vendor shall thereupon return or procure the return of the deposit to the Purchaser without deduction and without interest save that he or the Broker shall be entitled to retain such part thereof as shall be necessary to defray any yard or surveyor's charges not paid by the Purchaser. Neither party shall thereafter have any claim against the other under these terms and conditions. In particular and without prejudice to the generality of the foregoing the Purchaser shall have no further right whatever in respect of the Vessel or of any failure by the Broker or the Vendor to supply it or any entitlement to the supply of a replacement Vessel.
10. The Vessel shall be deemed to have been accepted by the Purchaser in any of the following events:- (i) upon the expiry of seven days from the date of acceptance of the Purchaser's offer or such extended period as may be agreed between the parties provided that no inspection or survey has commenced. (ii) Seven days after completion of survey provided that the Purchaser has not served notice under clause 7 hereof. (iii) Upon notification in writing by the Vendor or the Broker to the Purchaser of completion of remedial work specified in any notice under clause 7 hereof. (iv) Upon a mutual agreement on a reduction in the purchase price in accordance with clause 7 hereof.
11. Upon acceptance of the Vessel by the Purchaser any deposit shall be treated as part payment of the purchase price and within seven days of acceptance
[1] The Vendor shall
(a) Provide the Broker with the Certificate of Registry if any correct and updated together with any other documents appertaining to the Vessel or deducing title and shall execute a Bill of Sale in the prescribed form in favour of the Purchaser of his nominee showing the Vessel to be free from encumbrances
(b) Deliver to the Brokers a VAT invoice if applicable and any necessary document or authority enabling the Purchaser to take possession of the Vessel
(c) by delivery of the documents herein referred to be deemed to covenant that he has authority to transfer the property in the Vessel and that the same is transferred free of liens or encumbrances except such as are the responsibility of the Purchaser in accordance with clauses 6 and 9 hereof or as may be agreed
[2] The Purchaser shall tender the balance of the purchase price to the Broker who on receipt thereof shall hold the documents herein referred to to the order of the Purchaser.
12. Any date or time of delivery of the Vessel or of completion of work thereon which may be quoted or specified to or by the Broker or the Vendor shall be deemed to be an estimate only and shall not be binding on the Broker or the Vendor or of the essence of any contract.
13. Unless expressly agreed otherwise by the Broker in writing acceptance of the Vessel by the Purchaser shall be deemed to take place at the place where the Vessel is then lying whether or not the Vessel is subsequently to be transported to any other place and howsoever and by whomsoever such transport if any is to be effected.
14. The entire risk in the Vessel shall pass to the Purchaser immediately upon acceptance. Notwithstanding such acceptance and without prejudice to the generality of the foregoing the property in and title to the Vessel shall not pass except as hereinafter provided.
15. The property in and title to the Vessel (excluding only such parts and accessories as may have been supplied by the Purchaser) shall remain in the Vendor unless and until all and any sums due by the Purchaser howsoever arising shall have been paid or otherwise discharged to the satisfaction of the Vendor. In particular and without prejudice to the generality of the foregoing in the event that the purchase price or any part thereof is paid by way of banker's draft building society or finance house cheque or other instrument title to and property in the vessel shall not pass until the same is cleared honoured or otherwise discharged.
16. Should the Purchaser make default in payment of the balance of the purchase price as herein before stipulated the Vendor shall be at liberty to give notice in writing to the Purchaser requiring him to complete the purchase within seven days of service of the notice. If the Purchaser shall fail to comply with the said notice then the Vendor shall be at liberty to re-sell the Vessel either by Public Auction or by Private Treaty and any deposit paid shall be forfeit to the Vendor without prejudice to his right to claim from the Purchaser the amount of any loss together with all his reasonable costs and expenses (due allowance being made for the forfeit of deposit) or to the Vendor's right to enforce the contract upon the Purchaser. On expiry of the said notice the Vessel shall be at the Vendor's risk
17. If the balance of the purchase price is paid by banker's draft, building society or finance house cheque or other instrument the vendor may at his absolute discretion permit delivery of the Vessel to the Purchaser notwithstanding that such draft cheque or other instrument may not have cleared and the title and property in the Vessel not have passed. In that event until such clearance or other payment or discharge and passage of title and property in the Vessel to the Purchaser, the Purchaser shall following such delivery hold the Vessel on a fiduciary basis as bailee of the Vendor and shall at any time upon request immediately deliver up the Vessel to the Vendor or his agents. In the event that the Purchaser fails so to do the Vendor by himself or his agents may retake possession of the Vessel and the Purchaser authorises the Vendor by himself or his agents to enter upon any premises in the control or occupation of the Purchaser in pursuance of this right. Insofar as he is able the Purchaser authorises the Vendor to enter as aforesaid on the premises of any third party in pursuance of the said right and undertakes to indemnify the Vendor in respect of any claim arising from or in consequence of such entry.
18. The Vendor shall be entitled to recover from the Purchaser the purchase price of the Vessel notwithstanding that the property in the Vessel may not have passed to the Purchaser.
19. The Purchaser shall not be entitled to set off any sum due by the Broker or the Vendor howsoever arising against any sum due to the Broker or the Vendor without the prior consent of the same in writing.
20. If the Vendor shall default in discharge of his obligations hereunder the Purchaser shall without prejudice to any other right 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 has 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.
21. The Vendor shall be entitled to recover from the Purchaser all and any fees costs and expenses incurred as a result or in consequence of any breach by the Purchaser of any obligation or of any of these terms and conditions or of the exercise or enforcement by the Vendor whether by himself or his agents of any right or recourse. The Purchaser undertakes to indemnify the Vendor in respect of any claim arising from or in connection with the exercise or enforcement by the Vendor of any right or recourse whether pursuant to these terms and conditions or otherwise.
22. The Broker and the Vendor will each use their best efforts to observe and discharge each and all of their obligations but neither shall be liable for any failure so to do or for any loss or damage arising from circumstances outside their knowledge or control.
23. Neither the Broker nor the Vendor shall be liable for any loss or damage resulting in whole or in part from any improper use operation or handling of the Vessel or anything relating thereto which either may have supplied or caused to be supplied or upon or in connection with which either has performed or caused to be performed any operation or service.
24. Any forbearance indulgence or delay by the Broker or the Vendor in asserting exercising or enforcing any right or remedy whether arising under these terms and conditions or otherwise shall not operate as a waiver and shall not prevent or restrict subsequent assertion exercise or enforcement thereof.
25. In the light of the nature and subject matter of the sale and of the information given it is to be implied from the Purchaser that he accepts that the limitations upon the responsibilities of the Broker and of the Vendor herein contained are reasonable.
26. If any of these terms and conditions be adjudged void invalid or unenforceable in whole or in part by any competent court or so rendered by any legislation regulation or other circumstance these terms and conditions shall be affected to that extent and no further and the continuation in force of the remainder shall not be affected or impaired thereby.
27. These terms and conditions and each and every contract or transaction of by or on behalf of the Broker shall be governed by and construed and interpreted in all respects in accordance with the law of England and the courts of England shall have exclusive jurisdiction to hear and determine any dispute howsoever arising.
