We offered $300,000 for the boat in Tortola , refused. We suggested $350,000 refused. The seller wants to finish putting new engines in the boat and then intends to place in on the market for between $800,000 and $1,000,000. Work will take months.

 

Boat below is suitable. I can be brought here for about $125,000 on boat barge. We asked them to consider FOB St. Thomas and were refused. We have checked other possible boats. The boat in Baltimore is not in good shape and is too expensive. Both boats in Florida were purchased. The government anticipates auctioning off some more of these boats sometime early next year.

 

There is some other interest in this boat which makes it prudent to want to put it on hold, get Bosco to look at it, get the survey and close if the deal seems to be ok.

 

Would you let me know whether I should proceed?

 

 

VESSEL SALE AGREEMENT

 

Dated:          [           October 31, 2006                                                                                ]

 

 

Babcock Support Services Limited (a company registered in Scotland with registration number SC99884)

hereinafter called the Sellers, have agreed to sell, and

[ …                                …R R CARIBBEAN L L C.

  700 NISKY CENTER, ST. THOMAS U.S.VIRGIN ISLANDS          00802                                                                     ]

hereinafter called the Buyers, have agreed to buy

 

Name:          [       “ CHATEAU-THIERRY ”                                                                        1978 135’ L.C.U. # 1679]

Call Sign:     [         N.A.    ]         Grt/Nrt:         [ 204.7 TONS          ]

(hereinafter called “the Vessel”), on the following terms and conditions:

 

Definitions

 

“Banking Days” are days on which banks are open in Scotland .

 

“In writing” or “written” means a letter handed over from Sellers to the Buyers or vice versa, a registered letter, telex, telefax, or other modern form of written communication.

 

1.       Purchase Price:    [        $ 250,000 U.S.DOLLARS                     ]

 

2.       Deposit …..10 % Upon satisfactory i nspection by buyers representative. To be conducted on or before November 8,2006

 

As security for the correct fulfilment of this Contract, the Buyers shall pay a deposit of 10% (ten percent) of the Purchase Price within 2 (two) Banking Days of the execution of the Contract, executed either by the Buyers and Sellers each signing a copy of the Contract and exchanging the same by fax, or by each party signing and exchanging Contracts in two originals.  This deposit shall be paid free of bank charges by direct credit to the Sellers’ account which is account name ”BSSL Babcock Disposal Services”, Account No. 00605558 (“Sellers’ Account”) at The Royal Bank of Scotland plc, 52/54 East Port, Dunfermline, Scotland KY12 7HB, Sort Code 83 33 00 (“Sellers’ Bank”).  Sellers accept receipt of a cheque by hand at the time of execution of the Contract in two originals as an alternative way of funding the deposit, provided that, once presented for payment by the Sellers, the same clears within four Banking Days.  Interest, if any, to be credited to the Sellers.

 

3.       Payment

 

The Buyers shall pay 90% of the Purchase Price free of bank charges by direct credit to the Sellers’ Account on delivery of the Vessel and in exchange for the delivery documentation set out in Clause 7(b) but not later than 3 Banking Days after the Deemed Delivery Date (see Clause 5(d)).

 

4.       Inspections

 

(a)     The Vessel has been physically inspected and accepted by Buyers and the Buyers hereby waive their right to make any further inspection of any kind.

 

(b)     The Vessel’s class and trading and all other certificates have been inspected and accepted by Buyers or, if not, Buyers hereby waive their right to make any such inspection or to raise any objection as to the status of the same.

 

5.       Notices, time and place of delivery

 

(a)     The Vessel shall be delivered and taken over at a safe berth or anchorage at [Rosyth Dockyard] or [ Saxon Wharf , Southampton] or [ American Wharf , Southampton ] (or such other delivery location as may be mutually agreed). 

 

(b)     [The Buyers will be responsible for payment of all charges whatsoever incurred after delivery, including berthage, mooring, agency charges] or [After delivery the Sellers will allow the Buyers to keep the vessel alongside at [Rosyth Dockyard] or [Saxon Wharf, Southampton] or [American Wharf, Southampton] for[    30            ] days on terms that the Sellers will be responsible for all berthing, port and harbour dues but, for the avoidance of doubt, the Vessel will be at the Buyers’ risk for all purposes from the time of delivery and the Buyers shall be responsible for insurance, security, rigging and for all claims whatsoever howsoever arising including, without prejudice to the generality of the foregoing, any personal injury claims arising in connection with access to the Vessel].

(c)     Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers and accepted by Buyers in satisfaction of all of its rights and in compensation for all of its losses in tort, contract or bailment howsoever arising.

 

(d)     The Deemed Delivery Date is on or before [     DEC 1, 2007                    ] or [3 Banking Days after receipt of cleared funds for the deposit].

 

6.       Spares/bunkers, etc

 

(a)     The Buyers shall take over any bunkers and lubricating oils (used or unused) remaining on board the Vessel at the time of delivery free of charge.

 

(b)     There is no hired equipment on board the Vessel.

(c)     All spare parts on board the Vessel at the time of the Buyers’ inspection are included in the sale.

 

7.       Documentation and Closing Meeting

 

(a)     The closing meeting will take place at [Sellers’ Bank] or [ Babcock Disposal Offices..               ].

 

(b)     In exchange for payment of the purchase Price the Sellers shall furnish the Buyers with delivery documents, namely:

 

(i)      Letter from the Disposal Sales Agency of the Ministry of Defence confirming transfer of title in the Vessel to the Sellers.

 

(ii)      Legal Bill of Sale on British Registry form in [2] original[s] transferring the Vessel to the Buyers. / or Legal U.S, Coast Guard Bill of Sale forms at the buyers discretion..

 

(iii)     Protocol of Delivery and Acceptance confirming the time of Delivery.

 

(c)     The Sellers hereby undertake at the Buyers’ expense to execute any document and provide any other assistance which in either case the Buyers shall reasonably request in order to give effect to the sale contemplated by this Contract.

 

8.       Taxes, etc

 

Any taxes, fees and expenses in connection with the purchase and registration under Buyers’ flag shall be for the Buyers’ account.

 

9.       Liability

 

 (a)    The Buyers acknowledge that they are aware that although the Sellers enter into this Contract as principals, the Sellers are not the persons who have been operating the Vessel prior to the sale. 

 

(b)     The Buyers hereby accept the Vessel’s condition and all of her class and trading documentation, and the sale is on a strictly “as is where is” basis.  The Sellers’ only obligation is to deliver the Vessel in the same physical condition as she was when inspected, normal wear and tear excepted.

 

(c)     Save as stated in 9(b), the Sellers shall not be responsible for any defect or deficiency in the Vessel or in her documentation, and the Buyers accept that the Sellers make no warranty, express or implied as to the Vessel’s physical condition or documentary status, and that any condition, duty or warranty implied by Common Law or statute is expressly excluded from this Contract.

 

(d)     Save as expressly stated in this Contract the parties hereby agree to the maximum extent permitted by law that the Sellers shall have no liability to the Buyer in the law of tort, contract or bailment or (without prejudice to the generality of the foregoing) under any warranties or other terms implied by law howsoever arising.

 

10.     Buyers’ default

 

(a)     Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this Contract (which right is exercisable by the Sellers at any time in the 14 running days after the due date), and thereupon they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

 

(b)     Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to cancel the Contract (which right is exercisable by the Sellers at any time in the 14 running days after the due date), in which case the deposit together with interest earned shall be forfeited to the Sellers.  If the deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest.

 

11.     Sellers’ default

 

Should the Sellers fail to be ready to complete the legal transfer of the Vessel by production of the documentation set out in Clause 7(b) within five Banking Days from the Deemed Delivery Date, the Buyers shall have the right to cancel this Contract (which right is exercisable by the Buyers at any time in the 14 running days after the due date). In the event that the Buyers elect to cancel this Contract, the deposit together with interest earned shall be returned to them immediately, and the Sellers will compensate the Buyers for all expenses incurred by them in connection with the purchase together with interest (but not for any other financial losses howsoever arising including loss of profit and loss of earnings).

 

12.     Miscellaneous

 

(a)     The Buyers shall not assign the Contract or any right(s) or obligation(s) thereunder to a third party without the written consent of the Sellers.

 

(b)     If by reason of any enactment or judgment any provision of this Contract shall be deemed or held to be illegal, void or unenforceable in whole or in part, all other provisions of the Contract shall be unaffected thereby and shall remain in full force and effect and the provision in question shall be deemed to apply with such modifications as may be necessary to make it valid and effective.

 

(c)     The Contract constitutes the entire agreement between the Parties in relation to the Vessel and no promise, undertaking, representation, warranty or statement by either Party prior to the date  of the Contract shall affect the Contract nor shall any modification of the Contract be of any effect unless in writing signed by or on behalf of the Parties.

 

13.     Arbitration and applicable law

 

This Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

 

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

 

The reference shall be to three arbitrators.  A party wishing to refer a dispute to arbitration shall appoint its arbitration and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints is own arbitrator and gives notice that it has done so within the 14 days specified.  If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.  The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.

 

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

 

In cases where neither the claim nor any counterclaim exceeds the sum of £30,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

 

14.     General

 

(a)     All notices or other communications under or in respect of this contract shall be in writing, and shall be made or given to such party at the address or fax number appearing below (or to such alternative address or fax number as may be specified by one part to the other by notice in writing):-

 

(i)      in the case of Sellers, to them at:

 

Address:     Bay 24, Rosyth Dockyard, Rosyth, Fife , Scotland , KY 1 1 2YD

 

Fax:           (00 44) 1383 423022

 

(ii)    In the case of Buyers, to them at the Buyers’ registered offices:

 

Address:      [ R R CARIBBEAN L L C

          700 NISKY CENTER, ST. THOMAS

            U.S. VIRGIN ISLANDS 0 0 8 0 2                                                        

]

Fax:             [ 3 4 0 – 7 7 7 – 9 6 3 0                                                     ]

 

(b)     The headings in this Contract are for ease of reference only and do not affect its interpretation.

 

(c)     The parties agree that no person who is not a part to this Contract is granted any rights by or may enforce any of the terms of this Contract and notwithstanding anything in this Contract to the contrary no term of this Contract confers any benefit of any third party.

 

Signed by [                                                  ] (PRINT NAME)

duly authorised for and on behalf of the Sellers

 

(SIGNATURE)

 

 

Signed by [                                                  ] (PRINT NAME)

duly authorised for and on behalf of Buyers

 

(SIGNATURE)

 

.

 

 

GMC/AW4259