Agreement for sale of a ship

THIS AGREEMENT is made at  ……….the ……….	day of  ……….20 ……….BETWEEN M/s. X Y & Co. Ltd., a Company registered under the Companies Act, 1956 and having its registered office at .....................hereinafter referred to as the Vendors of the ONE PART and M/s. A B Shipping Co. Ltd., a Company registered under the Companies Act, 1956 and having its registered office at .....................hereinafter referred to as the Purchasers of the OTHER PART.
 
WHEREAS the Vendors are the owners of a steamship of class.............	built, called  registered with Registrar of	with No . and having a registered tonnage of  ……….the detailed particulars whereof are given in the Schedule hereunder written, hereinafter referred to as the said ship.
 
AND WHEREAS the Vendors have agreed to sell and the Purchasers have agreed to purchase the said ship for a sum of  Rs . ……….on the terms and conditions hereinafter appearing
 
NOW IT IS MUTUALLY AGREED BETWEEN THE PARTIES AS UNDER: 
 
(1) The Vendors will sell and the Purchasers will purchase the said ship, more particularly described in the Schedule hereunder written with her tackle, apparel, furniture, boats, wireless and electronic installations, nautical instruments and other equipments for a sum of Rs . ……….out of which a sum of Rs  ………. 	has been paid  by the Purchasers to the Vendors on the execution of this Agreement  (receipt whereof the Vendors hereby admit) and the balance will be  paid against delivery and possession of the said ship.
 
(2) The sale of the said ship shall be completed on the day of  ……….20 ……….and time will be essence of the contract.
 
(3) The Purchasers will Inspect the said ship and the Vendors will place the said ship along with a wharf at with hull and machinery opened out within  ……….days after receipt of notice from the purchasers to inspect the said ship. The speed trial shall be run over an officially measured course before or after inspection afloat as may be mutually agreed between the parties.
 
(4) At the request of the Purchaser, the Vendors shall place the said ship in any dock at Vendor's risk at the Port of  ……….for	inspection of bottom plating, keel, rudder, propeller, tail, shaft, sea cocks, etc. and if any damage is found in those parts, the Vendors shall make good the same at their expense to the satisfaction of the Purchasers, failing which the Purchasers will be entitled to cancel this agreement. In case of cancellation of this Agreement, all expenses inconnection with dry docking and inspection shall be borne by the Vendors. However, in case of the purchase of the said ship, the Purchasers will bear half the expenses in connection with dry docking and inspection.

 
(5) The Vendors will satisfy the Purchasers that the said ship is free from mortgage, encumbrances, charge, claim, lien or demand of any nature whatsoever and the ship is registered in the name of the Vendors.

(6) After the Purchasers are satisfied about the condition of the said ship after inspection and the title of the Vendors free from mortgage, encumbrances, charge, claim, lien or demand, the balance amount of Rs . ……….will be paid by Purchasers to the Vendors on tender of a legal bill of. sale properly executed in favour of the Purchasers or their nominees and delivery of possession of the said ship to the Purchasers.
 
(7) The Vendors will get their name deleted from the Register of the ship and deliver a certificate of such deletion to the Purchasers. The Vendors will also deliver the certificates for hire, engine, anchor, other parts, the log books and the plans relating to the said ship in the possession of the Vendors.
 
(8) Until the completion of sale of the said ship, the said ship shall	be at the risk of the Vendors.
 
(9) If required by the Purchasers, the Vendors will remove any marked plate, crockery, glassware, table linen, bed linen, blankets or bedding and replace the same at their costs and expenses with new goods of similar quality and quantity.
 
(10) This Agreement is subject to the approval of the Registrar for the transfer of the said ship by the Vendors to the Purchasers. The Vendors will apply for approval within a week from the date hereof and will furnish all information as may be required by the said Registrar for such approval. If the approval for transfer is refused by the Registrar of ....................	for any reason, this Agreement shall stand cancelled and in such cancellation, the Vendors will refund the earnest money forthwith without any interest.
 
(11) If the Vendors fail to complete the sale of the said ship and deliver the said ship mentioned in clause 2 thereof (except by reason of damage occasioned by causes beyond their control) or to execute the said bill of sale or other documents, the Purchasers will be at liberty to cancel this Agreement after fifteen days notice to the Vendors and in such case the Vendors will refund the earnest money with interest at the rate of  ……….% per month and the Vendors will also be liable to pay compensation for any loss sustained to the Purchasers by the non  fulfilment of this Agreement.
 
(12) If the Purchasers fail to pay the balance of the purchase money as herein stipulated, the Vendors may cancel this Agreement after fifteen days notice to the Purchasers and on such cancellation the Vendors may sell the said ship by public or private sale and all losses and expenses arising from the resale shall be borne by the Purchasers 	together with interest at the rate of  ……….% per month and the earnest money paid on the execution of these presents shall be forfeited.
 
(13) This Agreement shall be executed in duplicate. The original	shall be retained by the Vendors and the duplicate by the Purchasers.

(14) The stamp duty and all other expenses of this Agreement and duplicate thereof shall be borne and paid by the Purchasers.

(15) The marginal notes and the catch lines hereto are meant only for convenience of references and shall not in any way be taken into account in the interpretation of these presents.
 
IN WITNESS WHEREOF the Vendors and the Purchasers have caused their respective common seals to be hereunto affixed the day	and year first hereinabove written.
The Schedule above referred to
 
WITNESSES The common seal of the within named Vendors M/s. X Y & Co. Ltd. was hereunto affixed pursuant to the
 
1.	Resolution of its Board of Directors passed on the..............day of  ……….20 	……….in the presence of S/Shri  ……….and  ……….the Director and 	Secretary of the Company, who have
signed in token thereof
2.	The common seal of the within named Purchasers  M/s. A B Shipping Co. 	Ltd. was hereunto affixed pursuant to the Resolution of its Board of Directors  	passed on the  ……….day of  ……….20  ……….in the presence of S/Shri  ……….and.......Directors of the Company who have signed in token  thereof