LAM-VPA
Vessel Purchase Agreement
Memorandum of agreement covering the sale and purchase of a commercial vessel, from deposit to physical delivery.
Buyer and Seller
1. Parties
- Seller / legal name
- Seller registration number
- Seller registered address
- Buyer / legal name
- Buyer registration number
- Buyer registered address
- Broker
- Broker registration
- Date of agreement
- Place of signature
2. Vessel particulars
- Vessel name
- Reference number
- IMO number
- Flag / port of registry
- Vessel type
- Year and place of build
- Classification society
- Gross tonnage / DWT
- Length overall / beam / draft
- Main engine
- Present location
3. Price and payment
The Buyer shall lodge the deposit within three (3) banking days of signature into the account nominated by the broker. The deposit is applied to the purchase price on delivery and is released to the Seller only against a signed Protocol of Delivery and Acceptance.
- Purchase price (figures and words)
- Currency
- Deposit (10% unless otherwise agreed)
- Deposit account / escrow holder
- Balance due on delivery
- Payment reference
4. Inspection and condition
The Buyer is entitled to inspect the vessel and her classification records at a mutually agreed port. The vessel is sold as she was at the time of inspection, fair wear and tear excepted, free of average damage affecting class, with class maintained and free of recommendations.
5. Delivery
The Seller shall deliver the vessel free of encumbrances, mortgages, maritime liens and any other debts, and shall indemnify the Buyer against all claims arising from events prior to delivery.
- Delivery range / port
- Laycan — from
- Laycan — to
- Notices of expected delivery
- Bunkers and lubricants on delivery
6. Documentation on delivery
- Bill of Sale, legalised and notarised
- Certificate of Ownership and Encumbrance
- Deletion Certificate from the flag registry
- Class records and certificates
- Commercial Invoice
- Protocol of Delivery and Acceptance
7. Default
Should the Buyer fail to lodge the deposit or pay the balance, the Seller may cancel and claim the deposit as liquidated damages plus proven losses. Should the Seller fail to deliver in accordance with the terms, the deposit is returned in full together with interest and the Buyer may claim proven damages.
Compliance, AML and sanctions
Each party warrants that it is not subject to EU, UN, UK, US or other applicable sanctions and that it will not use the vessel or any funds in breach of sanctions, anti-money-laundering or counter-terrorist-financing rules.
The parties will provide corporate documents, ultimate beneficial ownership information, identification of authorised signatories and source-of-funds evidence on request. Lamerza may suspend or terminate any transaction where satisfactory verification is not obtained.
Governing law and dispute resolution
This agreement is governed by the laws of Poland and, where applicable, by the regulations of the European Union. The parties shall attempt to settle any dispute amicably. Failing settlement within thirty (30) days, the dispute shall be finally resolved by arbitration in London under the LMAA Terms current at the time of commencement, in the English language.
The English language version of this document is the official and legally binding version. Translations are provided for convenience only.
Execution
This document is executed in two original counterparts, one for each party, with a copy retained by the broker. Electronic signatures are accepted where permitted by applicable law.
- For and on behalf of the Seller — name, title, signature, date
- For and on behalf of the Buyer — name, title, signature, date
- For and on behalf of LAMERZA SHIPPING SERVICES Sp. z o.o.