TO: Hatmal Pty Ltd (ACN: 091 509 876)
trading as Boatlocator of PO Box 1280, Wangara. Western Australia
6947 As agent for the Vendor.
I/WE.
Of ....
("Purchaser")
HEREBY OFFER TO PURCHASE the vessel and fixed equipment described
below (collectively called herein "Vessel") at the
Price and on the other terms set out herein and subject to the Conditions
incorporated in this Document.
DESCRIPTION OF VESSEL
Name:
Registration No.
Boatlocator's Stock Number
Type or Model:
Additional Equipment or Licences:
Purchase Price:
("Purchase Price")
Manner of Payment:
A deposit of
of which
is being paid herewith and
is to be paid within 48 hours of acceptance ("Deposit"). The Deposit
will be deposited in Boatlocator's Trust Account.
The balance of the Purchase Price, being the sum of
will be paid on Settlement Date.
All payments of Deposit will be paid to Boatlocator and held in Boatlocator's
trust account as stakeholder until Settlement Date when
it will be paid to the vendor less
any commission or returned to the Purchaser without deduction if the
sale is not to proceed.
Settlement Date:
The purchase under this contract will take place on or before
("Settlement Date")
(V) Special Conditions:
The parties will make all reasonable efforts to fulfil any special
conditions detailed below. Any inspections or tests are at Purchaser's
cost.
(a)
(b)
(c)
(d)
(e)
The parties will use all resonable endeavours to ensure that the Special
Conditions are satisfied by 12 noon 7 days afteracceptance by
the vendor, or by 12 noon on whichever is the later ("Condition Date").
Except where an extension of time is agreed for the fulfilment
of any special condition or it has been waived by the party imposing
it, this Contract shall be deemed to have ended if any Special
Condition is not fully satisfied by the Condition Date whereupon all
monies paid shall be returned and there shall be no further claim
by any party against the other.
PURCHASER'S SIGNATURE
Purchaser
Purchaser
Witness
Witness
Date
Date
ACCEPTANCE
I/WE
Of
.("The
Vendor")
HEREBY ACCEPTS the above offer at the price and on the other terms
set out herein and subject to the
Conditions set out overleaf and acknowledge that the selling fee payable
to the Broker is the responsibility of the Vendor.
VENDOR'S SIGNATURE
Vendor
Vendor
Witness
..Witness
Date
Date
A TRUE COPY OF THIS DOCUMENT HAS BEEN RECEIVED
BY EACH OF THE SIGNATORIES.
Signed
DATE
/
/
Signed
DATE
/
/
PAGE TWO
BOATLOCATOR
THE GENERAL CONDITIONS FOR THE SALE OF VESSELS (CONDITIONS")
1. Acceptance
This offer remains open to be accepted until 12 noon 7 days from the
date the offer is made unless it is withdrawn by notice to
Boatlocator before that time. Acceptance will be sufficiently communicated
to the Purchaser if notification is given by Boatlocator
to the Purchaser.
2. Boatlocator's Selling Fee
The Vendor and the Purchaser authorise Boatlocator to deduct its selling
fee from the Deposit or other monies paid under the
Contract. The Vendor and the Purchaser agree, that once the Contract
becomes unconditional Boatlocator will be entitled to the
selling fee whether or not the Contract proceeds to settlement.
3. Settlement. Ownership
(i) Unless otherwise agreed, the settlement of the sale and purchase
takes effect at 12 noon on the Settlement Date.
(ii) At settlement, the Purchaser will pay to Boatlocator by bank
cheque the balance of the Purchase Price and any other monies payable
by the Purchaser on settlement in exchange for the Vessel.
(iii) Ownership of the Vessel passes as soon as the bank cheque has
been received and the proceeds are cleared funds.
4. Encumbrances
Except as stated in the Schedule, the Vendor sells and the Purchaser
purchases the Vessel as at Settlement Date free of all
encumbrances and the Vendor shall discharge at Settlement Date all
liens, mortgages and any other debts whatsoever held
against the Vessel which may exist before the Settlement Date.
The Vendor warrants:
(i) he is the legal owner of the Vessel with good right to sell the
same;
(ii) the Purchaser will receive clear title to the Vessel at settlement
and at settlement or at a reasonable time thereafter the Vendor
will provide to the Purchaser all documents, duly executed, transferring
title and right of possession of the Vessel.
(iii) the Vessel will not at settlement be subject to any lease, hire
purchase or charter agreement and after settlement there will be no
moneys owing to any person or corporation with respect to the Vessel;
(iv) there are no writs of summons either in "personam" or in "rem"
or any writ of execution issued or about to be issued against
him or the Vessel in any jurisdiction and he has not committed any
act which may give rise to any such action; and
(v) he is not a bankrupt and has not committed any act of bankruptcy
and, if the Vendor is a company, it is not in liquidation or
official management or under administration and no receiver has been
appointed to part of it's property or undertaking and it
has not sought for an administrator to be appointed to it, entered
into any scheme of arrangement with its creditors and no
winding up petition has been presented.
5. No Warranty, Errors and Misdescription
The Vessel is sold by the Vendor and purchased by the Purchaser on
an "as is and where is" basis and with no vendor warrenty as to
its state or condition. The Purchaser acknowledges that in entering
this contract he relies solely on his own enquiries and inspection
of
the Vessel and further acknowledges that no information supplied by
the Vendor or Boatlocator (other than that provided in
the Schedule) shall amount to a warrant or representation in relation
to the Vessel. In any event no error or misdescription
of the Vessel shall annul this contract.
6. Boatlocator Acting as Agent of Vendor
(i) The Vendor and Purchaser acknowledge Boatlocator is the Vendor's
agent and the actions of Boatlocator are deemed to
be the actions of the Vendor:
(ii) Boatlocator gives no warranty as to the accuracy of any information
supplied herein or elsewhere in respect of the Vessel
nor warrants the state of ownership or condition of the Vessel.
(iii) It is agreed that if any dispute arises between the Vendor and
the Purchaser or with any third party Boatlocator shall not
be required to determine the dispute or take any further action with
regard to this Contrat and Boatlocator may await
Settlement of any such dispute by appropriate legal proceedings or
otherwise as may be required and notwithstanding
anything contained in this Contract. In such event Boatlocator shall
not be liable for any damages of any kind or
nature whatsoever. In the event of litigation in which Boatlocator
is involved as a party, it is agreed that Boatlocator
shall be entitled to be paid for all court costs and reasonable solicitors'
fees incurred by Boatlocator and that such costs
and fees shall be paid to Boatlocator or as it shall direct in writing
on demand by the unsuccessful party or parties to the litigation.
7. Risk
(i) Subject to 7(11) Risk passes with ownership of the Vessel as set
out in 3(iii).
(ii) If the Purchaser is given possession of the Vessel prior to settlement,
whether permanently or temporarily, the Purchaser
shall for the period of its possession prior to settlement:
(a) assume the risk for the Vessel from the Vendor for all purposes;
(b) at his own cost and in his own name insure the Vessel for loss,
damage, fire and theft in its full replacement value;
(c) not make any alteration for addition to the Vessel without prior
written consent of the Vendor; and comply with the provisions of
all statutes, by-laws and regulations applicable to the Vessel.
8. Time is of the Essence
Time will be of the essence in respect of all obligations of the parties
to this contract.
9. Default of the Purchaser
If the Purchaser is in default in performing or observing any obligation
imposed under this contract or if the Purchaser repudiates the
Contract, then the Vendor in addition to any other rights and remedies
he may have under this contract or at law or equity, may take
any of the following steps:
PAGE THREE
THE GENERAL CONDITIONS FOR THE SALE OF VESSELS (Cont.)
(i) Rescind the Contract and forfeit the
Deposit except so much as exceeds 10% of the Purchase Price and retake
and retain
possession of the Vessel and sue the Purchaser for damages.
(ii) Rescind the Contract and resell or attempt to resell the Vessel
by private treaty or by auction. Any deficiency between the
Purchase Price under this Contract and that paid by the new Purchaser
on a resale and the Vendor's costs and expenses of
The resale (including any auction or related expenses) and all losses
and expenses incurred by the Vendor resulting from
the Purchaser's default will upon demand by paid by the Purchaser
to the Vendor as liquidated damages.
(iii) Treat the contract as existing and take action against the Purchaser
for specific performance of his obligations including
payment of the Purchase Price. Pending completion of any of the above
proceedings the Vendor shall be entitled, subject to
the due payment to Boatlocator of the selling fee referred to in 2
above, to retain all other moneys paid by the Purchaser
to the date of default or rescission.
10. Hull Inspection and Sea Trials
(i) If this Contract is conditional upon the Purchaser being satisfied
with the results of a hull inspection and/or sea trial, the
(ii) Vendor and the Purchaser will co-operate to have such inspection
or trial carried out before the Condition Date.
(iii) In the absence of any written notice to the contrary, the completion
of any hull inspection or sea trial the Purchaser will
Be deemed to have been fully satisfied by 12 noon on the condition
date.
11. Costs, Taxes, Interest
(i) Each party will pay his own costs and expenses in relation to
this contract except the Purchaser will pay all GST and Stamp
duty on this contract.
(ii) If the Vendor or Boatlocator receive any accounts for any costs
incurred for inspections or sea trials incurred at the request of
or
on behalf of the Purchaser, the Vendor or Boatlocator may deduct those
costs from the Deposit or any other moneys paid under
this contract.
(iii) Any party in default will pay all costs including solicitors'
costs incurred by the other party in remedying
the default and any notice relating thereto.
(iv) If the Purchaser, for whatever reason, fails to pay the Purchaser
Price on the Settlement date and the Vendor allows the
Purchaser further time to pay, the Purchaser will pay interest on
the Purchase Price at the rate payable on overdraft
accounts of over $50,000 held with the National Australia Bank from
time to time, calculated from the Settlement Date
until payment.
12. GST
(i) In this clause the expressions "adjustment note", "consideration",
"GST", "input tax credit", "supply", "tax invoice",
"recipient" and "taxable supply" have the meaning given to those expressions
in the A New Tax System (Goods and
Services Tax) Act 1999.
(ii) Unless otherwise stated, GST at the rate of 10%. is payable by
the Purchaser under this Contract
(iii) If the rate of GST is varied, consideration payable for any
supply under this Contract will be varied to reflect the change
of rate and any reduction in any other tax, duty or statutory charge
connected with the rate change.
(iv) If this Contract requires a party to reimburse or indemnify the
other party for any expense, loss or outgoings
("reimbursable expense") the amount required to be paid by the first
party will be the sum of:
(a) the amount of the reimbursable expense net of input tax credits
(if any) to which the other party is entitled in respect
of the reimbursable expense ("net amount"); and
(b) if other party's recovery from the first party is a taxable supply,
any GST payable in respect of that supply.
(v) If a GST inclusive price is charged or varied, the supplier will
deliver to the recipient a valid tax invoice or adjustment
note at or before the time of supply. The Purchaser can withhold payment
of the GST until the vendor provides a valid
tax invoice or adjustment note as appropriate.
13. Warranty by Purchaser as to Age
The Purchaser warrants he is over 18 years old.
14. Subject to Finance
Where this Contract is stated to be subject to finance this contract
is then conditional upon the Purchaser obtaining financial approval
within the time stated in the Special Conditions:
(a) The Purchaser agrees to take all reasonable steps towards obtaining
financial approval as expeditiously as possible.
(b) The Purchaser will notify the Vendor or Boatlocator in writing
of the approval (or otherwise) not later than twenty four (24)
hours after the latest date for approval.
(c) If the Purchaser does not obtain finance approval within the time
stipulated then either the Purchaser or the Vendor may
Terminate the contract by giving written notice to the other party
and this contract will be deemed to have come to an end and the
Deposit and all other moneys paid (if any) by the Purchaser will be
refunded to the Purchaser and there will be no further
Claims under the contract in law or equity by either party.
15. Liability
(i) Where two or more persons are named in the Contract either as
the Vendor or Purchaser, their liability is joint and several.
(ii) This contract binds all persons to it and their executors, administrators,
successors and assignors.
16. Proper Law
The proper law of this contract is the law of Western Australia.
I have received a true copy of the contract, which I have read and
understood. I agree to be bound by the conditions.
Purchaser.
. Vendor
Witness
. Witness
..
Date
.. Date
.
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BOATLOCATOR