Purchase Price

AN AGREEMENT made this day … whereby the VENDOR agrees
to sell and the BUYER agrees to purchase the above mentioned
VESSEL, free from any encumbrances, subject to the terms
and conditions of this Agreement, together with all her outfit,
gear and equipment but not including VENDOR’S personal effects,
or as expressly defined in the Schedule hereto for the sum of: …

Deposit, Payment and Warranty

  •   On the signing of this Agreement a DEPOSIT of … is to be paid
       to the BROKER as Stakeholder jointly for the VENDOR and
       the BUYER.

  •   The VENDOR is not selling in the course of business and the
       PURCHASE PRICE is not subject to VAT. The Parties are aware
       of the Sale of Goods to Consumer Regulations, 2002.

  •   The deposit and the balance of the Purchase Price shall be
       payable in accordance with Clause 6 hereof.

Inspection and/or Sea Trial And Survey

The BUYER may, at a venue to be agreed, and entirely at his
own cost, place the VESSEL ashore for the purpose of examination
and/or Survey, which including any written report or sea trial,
shall be carried out within 14 days of signing this Agreement.

Defects

Within 7 days of the sea trial or of the Survey, as appropriate,
the BUYER, may serve a notice on the BROKER:

   •  rejecting the VESSEL, in writing, due to the BUYER’S opinion
       of the outcome of the sea trial or, if the extent of defects
       arising from the survey is sufficient in the BUYER’S opinion or

   •  specifying material defects in the VESSEL arising from
       the survey and requiring the VENDOR to make right
       the same or make a reduction in the purchase price
       acceptable to both parties.

Upon either service of a notice under 4a) or, upon service
of a notice under 4b) where a price reduction cannot be agreed
within 14 days of the notice, the BROKER is authorised to immediately return the deposit to the BUYER and the provisions of Clause 7
shall apply.

Acceptance

The VESSEL shall be deemed to have been ACCEPTED by
the BUYER upon the happening of any of the following events:

    •  Upon the expiry of 21 days from the signing of this Agreement
        if no Survey has been carried out.

    •  14 days after the Survey if no notice has been served under
        Clause 4.

    •  Within 7 days of agreeing a price reduction referred
        to in Clause 4b.

    •  Upon mutual agreement by the Parties.

Completion

Upon ACCEPTANCE of the vessel under any of the conditions
in Clause 5, the DEPOSIT shall be deemed to be part payment
for the VESSEL and within 7 days of ACCEPTANCE.

     •  The VENDOR shall deliver to the BROKER the Certificate
         of Registry, corrected and updated, all previous documents
         of title and execute a BILL OF SALE in favour of the BUYER
         showing the VESSEL to be free from Encumbrances
         and in such form as to ensure Transfer on the Registry.
    
     •  The BUYER shall pay the balance of Purchase Price
         to the BROKER or, by mutual agreement direct
         to the VENDOR, receiving from the BROKER
         at this moment the BILL OF SALE, Certificate of Registry,
         Certificate of exemption of VAT and all other Documentation
         deemed to be part of the VESSEL.

Rescission

In the event of Rescission by the BUYER under the terms
of this Agreement, he shall at his own expense, reinstate
the VESSEL to the condition and position in which he found
it and he shall pay all the charges incurred against the VESSEL
by Yards, Surveyor, Crew etc.  The BROKER is authorised
to return the DEPOSIT without deduction or interest, other than
bona fide bank charges, after ensuring that all obligations against
the VESSEL have been paid, or in default, to pay such charges
out of the DEPOSIT.

Risk

The VESSEL shall be at the risk of the VENDOR until the Date
of COMPLETION, at which stage the BUYER shall assume the risk.
Should the VESSEL become lost, or become a constructive total
loss before such COMPLETION, then this Agreement shall become
null and void and the BROKER is authorised to return the DEPOSIT,
always providing that all charges incurred against the VESSEL
have been discharged.

Default

Should the BUYER make default in paying the balance
of the Purchase Price, the VENDOR, or on his instructions,
the BROKER shall be at liberty to give notice, in writing, requiring
the BUYER to complete the purchase within 7 days.  If the BUYER
does not comply with this notice then the VENDOR is at liberty
to re-sell the VESSEL and the BROKER shall the retain the DEPOSIT, sharing this between him and the VENDOR as agreed liquidated
damages for the BUYER’S breach of contract.

Should the VENDOR except for reasons of ‘force majeure’ default
in the execution of his part of the Contract, the BUYER shall, without prejudice to any other rights he may have, be entitled to the return
of his DEPOSIT plus interest.

Arbitration

All disputes that cannot be resolved between the parties arising out
of or in connection with this Agreement shall be referred
to the Chairman for the time being of either the Yachtbrokers,
Designers and Surveyors Association or Royal Yachting Association. (C.O.A.C in Spanish disputes).

Brokers Fees

The BROKER’S fee and expenses shall be paid by the VENDOR
and shall become due when the BUYER has accepted or is deemed
to have ACCEPTED the VESSEL and may be retained out
of the DEPOSIT.

Notices

Any Notice under this Agreement shall be in writing, shall be
delivered personally if possible but if not shall be posted by
recorded mail and a copy sent likewise manner to the BROKER.

Law

This Agreement shall be construed according to and governed
by the Laws of England, without prejudice to the rights of any
of the Parties to submit themselves to the jurisdiction of
the Courts in the country of Registration of the VESSEL or
Country of Residence of the BUYER, SELLER or BROKER.

Signed by the Parties as of the date appearing above.