(a) The purchase of the Vessel is subject to personal inspections, surveys, sea trials, and such other investigations as Buyer shall desire, the results of which shall be acceptable to Buyer in his sole discretion, and to be completed as soon as practicable after the execution of this Agreement, at the option and expense of Buyer. It is understood and agreed that Buyer may instruct his agents or his surveyors to examine the Vessel to insure that the Vessel meets the Buyer's requirements. Buyer hereby acknowledges that the surveyor(s) to be selected by him shall be employed solely by Buyer. Broker is not responsible for any errors or omissions of the surveyor(s), although Broker may have suggested the name of the surveyor(s) and may have engaged him (them) on behalf of Buyer at Buyer's request. The Broker shall not be responsible for the cost of corrections to any items found to be deficient in the survey. If the results of any of the foregoing examinations are unacceptable to Buyer, he may terminate this Agreement by notice in writing to Broker.
(b) In the event that the sale of the Vessel is subject to sea trial or trial run, the Seller agrees that any trial which he authorizes is made at his sole risk and expense.
5) Written or telegraph acceptance or rejection of the Vessel must be made by the Buyer on or before . Buyer's failure to exercise his right of acceptance or rejection as specified shall result in a construed rejection of the Vessel.
6) Should the Vessel be rejected by the Buyer or the purchase not consummated by reason of contingencies set forth herein or by destruction of the Vessel for any reason, including an act of God, the deposit shall be returned to the Buyer after all expenses, if any, Buyer has incurred against the Vessel have been paid and this agreement shall become null and void. The Buyer and Seller agree that, should there be a dispute as to the responsibility for the failure of this transaction to be consummated, the Broker will act as an Escrow Agent only and may, at his option, file an inter pleader with any court of appropriate jurisdiction and deposit said funds into the registry of the court. The Buyer and Seller further agree that, should the court determine that the Buyer wrongfully prevented the transaction from closing, resulting in a forfeiture of the deposit, that the court shall direct payment to the Broker of one-half of said forfeited amount as provided herein.
7) In the event, after written or telegraphed acceptance of the Vessel, Buyer fails to pay the balance of the purchase price and execute all papers necessary to be executed by the Buyer for the completion of this purchase, pursuant to the terms of this Agreement, on or before the closing date of // all funds paid as of this closing date shall be retained by the Seller and Broker as liquidated and agreed damages and the parties shall be relieved of all obligations under this Agreement. The sum shall be divided equally between Seller and Broker, after all expenses incurred by the Broker against the Vessel have been paid from the sum retained.
8) Said Vessel is being sold and purchased free and clear of all debts, claims, liens and encumbrances of any kind whatsoever, except as noted hereinafter and the Seller warrants and will defend that he has good and marketable title to the Vessel and will deliver to the Broker all necessary documents for transfer of title to the Buyer on or before the dates set forth for final payment unless otherwise stated on an attached addendum to this agreement.
9) Vessel shall be delivered at the current location on or before the closing date together with all gear, machinery, equipment, furnishings and all other articles and appurtenances thereto belonging to said Vessel.
10) It is further agreed by the parties that the risk of loss, damage or destruction of said Vessel and equipment shall be borne by the Owner until this transaction has been closed.
11) Any and all sales or use taxes imposed on this purchase are the responsibility of Buyer and Buyer guarantees to indemnify Seller and Broker from the payment of same. Any duties, taxes or fees on the Vessel of any country, state, city, regulatory or taxing authority, incurred prior to the date of the closing of this transaction shall be the responsibility of Seller, and validation of such payment is the responsibility of Seller. If permission of any authority is necessary to sell the Vessel, it will be the responsibility of Seller to obtain same.
12) The Broker offers details of the Vessel in good faith, but cannot guarantee the accuracy of this information nor warrant the condition of the Vessel. It is understood and agreed that the Buyer may instruct his agents or surveyor(s) to investigate such details as the Buyer desires validated. After the provisions herein have been complied with and this transaction has been consummated, it is understood and agreed by the Buyer that he has accepted the Vessel "as is" and no warranty either expressed or implied and no representation as to the condition of said Vessel has been made or is binding upon Broker or Seller.
13) This contract shall be binding on all parties herein, their heirs, personal representative, and/or Assigns when this contract shall have been signed by all parties or their full authorized agents. Seller agrees not to sell the Vessel or enter into any contract for the sale of same while this contract is in effect.
14) If the Seller defaults per the terms of this agreement and the sale is not consummated, the full commission shall be due and payable to the Broker by the Owner, and the expenses of the Buyer's survey become the obligation of the Seller. This does not preclude any other rights the Buyer might have.
15) The Seller acknowledges the employment of The PHOTOSTIX® Corporation d/b/a GOLDEN GATE BOAT SALES as the Broker of Record for this transaction and agrees to pay said Broker ten percent (10%) of the purchase price, unless otherwise stipulated by an attached commission agreement. Said brokerage commission shall be paid at the time of closing of this transaction.
16) Buyer and Seller agree that Broker may act or be acting as dual agent; therefore, Buyer and Seller acknowledge that the Broker may represent both Buyer and Seller in this transaction.
17) Final payment made by the buyer at the time of closing of this transaction must be in the form of a bank-to-bank Wire Transfer of U.S. currency, in cleared and negotiable funds in accordance of the terms and conditions of this agreement.
18) Any funds due the Broker for storage, insurance, repairs, or any other items accrued to the Seller's account shall be deducted from the Seller's net proceeds to disbursement of funds to the Seller.
19) Should the Broker become a party to any litigation, involving this agreement and the Broker is found not to be at fault, it as agreed that the Broker shall be reimbursed for his costs and attorney's fees by the party or parties who have been found to have breached this agreement.
20) The venue for any legal action started by Seller or Buyer arising out of this Purchase and Sale Agreement placed in the State of Florida shall be in Collier County. Any legal action brought by either party under the terms of this order shall be determined by the laws of the State of Florida and shall be brought within the jurisdiction of the State of Florida. Venue for any legal action shall be brought within the area of the home office of brokerage, which at present is Collier County, Florida.
21) This document constitutes the entire agreement between the parties hereto and it is agreed and understood that there are no other duties, obligations, liabilities or warranties implied or otherwise, except as referred to in an addendum, if any, as attached.
22) The parties agree and expressly stipulate that this Agreement shall survive the closing of the contemplated transaction and shall not be merged in or otherwise be affected by the execution, tender, delivery or acceptance of the Bill of Sale or any other documents executed or delivered at closing.
23) Seller agrees to sell the described Vessel under the terms and conditions stated in the foregoing contract. The Seller and Buyer recognize and acknowledge The PHOTOSTIX® Corporation d/b/a GOLDEN GATE BOAT SALES as the authorized selling brokerage firm and as the authorized listing brokerage firm.
Buyer: _______________________________________________ Date:
Seller: _______________________________________________ Date:
Broker of Record: ______________________________________ Date:
All parties acknowledge that there are _____ pages to this agreement including any addendums.