Helicopter purchase and sale agreement sample

Aircraft purchase and sale agreement No.

_____________ "___"______ 200_g.

__________________ (Russia), hereinafter referred to the Seller, represented by ___________________________, acting on the basis of ___________________, on the one hand, and _____________________ (Ukraine) , hereinafter referred to as the Buyer , represented by _________________________, acting on the basis of the Charter, and _____________________, acting on the basis of a power of attorney No.__ dated _________200__, on the other hand, have concluded this agreement as follows:

Article 1. SUBJECT OF THE AGREEMENT

1.1. The Seller sells and the Buyer buys, on the terms of ______, an aircraft _________ flight/serial number ______________, hereinafter referred to as the “aircraft”, with a set of technical documentation, a first aid kit, on-board and ground tools necessary for the operation and maintenance of the aircraft.

Article 2. PRICE AND TOTAL AMOUNT OF THE AGREEMENT

2.1. The price of the plane is _________________________________ rubles.

The price does not include the cost of customs clearance for export, export certificate, obtaining permission to cross the border of the Russian Federation and other official permits necessary for exporting the aircraft abroad.

2.2. The price for the aircraft is fixed and is not subject to any changes during the validity period of this Agreement.

Article 3. TERMS OF PAYMENT

3.1. Payment for the aircraft under the contract is carried out by transferring funds to the Seller's bank account with an advance payment in the amount of 50% of the cost of the aircraft within 30 banking days from the date of execution of the Certificate of Assessment of the Technical Condition of the Aircraft and 50% of the cost within 3 banking days after the execution of the Acceptance Certificate - transfers.

Article 4. OBLIGATIONS OF THE PARTIES

4.1. The seller is obliged:

4.1.1. Prepare the aircraft for technical inspection by the Buyer.

4.1.2. Allow the Buyer's necessary specialists to stay at the aircraft assembly and dispatch point.

4.1.3. Assist the Buyer in preparing the aircraft for ferrying (performing routine maintenance, maintenance, pre-flight preparation, refueling with fuel and lubricants, air navigation support, weather support, etc.) at the Seller’s airport and in customs clearance of the aircraft.

4.1.4. Ensure customs clearance of the aircraft. Payment for customs clearance is made by the Buyer.

4.1.5. Provide the Buyer with the shipping documents along with the aircraft.

4.2. The buyer is obliged:

4.2.1. Make payment in the manner and within the terms provided for in this Agreement, as well as pay for customs clearance of the aircraft in accordance with the issued invoices.

4.2.2. At your own expense, send flight and technical personnel to ensure the flight of the aircraft to ________________________________.

4.2.3. At your own expense, send a commission for technical inspection and acceptance of the aircraft at the Seller’s airport.

4.2.4. Fly over the aircraft with your crew. After inspection on the ground, by agreement of the parties, the flight can be combined with a flight.

4.2.5. Accept the aircraft at the place and time specified in this Agreement - _____________.

Article 5. DELIVERY TIMES

5.1. The Seller ensures that the aircraft is dispatched to the Buyer no later than 30 banking days from the date of receipt of an advance payment of 50% of the Contract price specified in clause 2.1 into the Seller’s account.

5.2. The date of delivery of the aircraft will be considered the date specified in the Acceptance Certificate.

Article 6. CONDITIONS OF RECEPTION AND TRANSFER

6.1. The technical inspection of the aircraft is carried out by the Buyer's acceptance committee with the participation of the Seller's representatives within 10 days from the date of signing the contract.

6.2. The place of technical inspection is the Seller’s airport.

6.3. The technical inspection of the aircraft is documented in a Technical Condition Report, which is signed by authorized representatives of the Buyer and the Seller.

6.4. Acceptance of the aircraft is formalized by an Acceptance Certificate, which is signed by authorized representatives of the Buyer and Seller. Acceptance and delivery is carried out at the Seller’s airport.

Article 7. TRANSPORTATION OF AIRPLANE

7.1. The buyer bears all risks of loss or damage to the aircraft, as well as all costs associated with the flight (flight) of the aircraft (maintenance, preliminary and pre-flight preparations, refueling with fuel and lubricants, air navigation, meteorological support, etc.) from the moment of execution of the Acceptance Certificate airplane. The buyer also bears the cost of obtaining the airworthiness of the aircraft necessary for the ferry.

Article 8. RESPONSIBILITY OF THE PARTIES AND RESOLUTION OF DISPUTES.

8.1. If the Buyer violates the terms specified in clause 3.1. of this Agreement, the Buyer pays the Seller a penalty in the amount of 0.3% of the unpaid amount for each day of delay.

8.2. If the Seller violates the terms specified in clause 5.1. of this Agreement, the Seller pays the Buyer a penalty in the amount of 0.3% of the Agreement amount for each day of delay.

8.3. All disputes and disagreements that may arise during the execution of this Agreement and/or in connection with it will, if possible, be resolved through negotiations between the Parties. If the Parties do not reach an agreement, the case is subject to referral to the Arbitration Court, whose decision is final and binding on both Parties.

Article 9. FORCE MAJEURE

9.1. The parties are released from liability for partial or complete failure to fulfill obligations under this contract if they were the result of force majeure circumstances such as fire, flood, earthquake, war and if these circumstances directly affected the performance of this contract. At the same time, the terms provided for in the contract are postponed in proportion to the duration of these circumstances and their consequences.

The party for which it is impossible to fulfill obligations is obliged to notify the other party in writing of the occurrence of these circumstances no later than within seven days.

9.2. Failure to notify or untimely notification of the other Party by the Party for which it is impossible to fulfill obligations under this contract deprives this Party of the right to refer to them in the future.

If these circumstances and their consequences continue for more than three months, then each of the Parties has the right to refuse further performance of the contract. In this case, neither Party has the right to demand compensation for possible losses from the other Party.

9.3. The beginning and end of force majeure circumstances is a certificate from the Chamber of Commerce and Industry or other authorized body of the country in which these circumstances were in force.

Article 10. Duration of the Agreement.

10.1. This Agreement comes into force from the moment of signing and is valid until the obligations are fully fulfilled by both Parties.

Article 11. Other conditions.

11.1. The Seller guarantees to the Buyer that the aircraft being sold has not been sold to anyone, is not mortgaged, is not in dispute or under arrest and no third parties have rights to it.

11.2. Neither Party has the right to transfer the execution of this agreement to third parties without the written permission of the other Party.

11.3. All changes and additions to this agreement are valid only if they are made in writing and signed by the contracting Parties.

11.4. Ownership of the aircraft passes to the Buyer upon receipt of the full amount of the Agreement to the Seller’s bank account.

11.5. This Agreement is drawn up and signed in 2 copies having equal legal force, 1 copy for each of the parties.

Article 12. Legal addresses and details of the parties.

Features of purchasing and selling aircraft

A distinctive feature of real estate property “by force of law” (aircraft, sea vessels, inland navigation vessels, space objects - Part 2, paragraph 1, Article 130 of the Civil Code of the Russian Federation) is their individual certainty, given by the registration of these objects and the rights to them. Only from the moment of state registration (which differs from the state registration of rights to real estate “by nature”) ships and space objects acquire the status of real estate.

A positive factor influencing stability in the field of air transport was the adoption of Federal Law No. 31-FZ of March 14, 2009 “On State Registration of Rights to Aircraft and Transactions with Them” (hereinafter referred to as the Law “On State Registration of Rights to Aircraft and transactions with them"), aimed at implementing the priority tasks of protecting the ownership of aircraft and in this regard establishing that the emergence and transfer of rights to aircraft and transactions with them will be subject to state registration in the Unified State Register of Rights to Aircraft and transactions with them.

The adoption of this Law eliminates many legal conflicts relating to the consolidation of rights to aircraft and their civil legal circulation, but leaves a number of aspects unresolved. In order to clearly define the legal regime of aircraft and streamline their civil legal circulation, there is a need for a theoretical understanding of the legislation on aircraft. Law enforcement activities are constantly faced with the problems of legal uncertainty on many issues relating to rights to aircraft and transactions with them.

Firstly, the legal definition of an aircraft does not fully reflect the characteristics that characterize it as a real estate object, and also does not give a clear answer to the question of whether all aircraft belong to real estate, which complicates the determination of the legal regime of these objects.

Secondly, there are gaps and uncertainties in the legal regulation of mortgages of aircraft as real estate, which affects the effectiveness of the implementation of legal norms in this area.

Thirdly, the absence of the need for state registration of the purchase and sale agreement for an aircraft as a piece of real estate provides the seller with the opportunity to re-sell the aircraft after concluding the purchase and sale agreement, but before state registration of the transfer of ownership of it, which negatively affects civil law transactions aircraft.

Fourthly, the legislation does not contain clear lists of rights to aircraft subject to state registration, as well as transactions with aircraft and encumbrances (restrictions) of rights to aircraft subject to state registration, which does not contribute to the effectiveness of civil legal circulation of aircraft.

The norms of civil law do not establish a ban on the acquisition of ownership of an aircraft through any transactions aimed at transferring ownership: purchase and sale, donation, barter, rent. However, in the Russian Federation, the acquisition of ownership of an aircraft is most often carried out through purchase and sale according to the rules established for the sale of real estate.

In view of the fact that aircraft are technically complex objects and sources of increased danger, increased requirements must be imposed not only on their operation and flight safety, but also on their civil law. The exclusion of the purchase and sale agreement for an aircraft as a piece of real estate from the number of transactions subject to registration allows for the possibility that the seller, after the alienation of the aircraft, but before the state registration of the transfer of rights to it, will enter into a new purchase and sale agreement for the same aircraft with another buyer. Having compensated for the losses caused by the non-transfer of the aircraft to the original buyer, the seller can execute the second transaction on more favorable terms. Of course, this possibility introduces some uncertainty into the civil legal circulation of aircraft. In this regard, the expediency of including an aircraft purchase and sale agreement among the contracts subject to state registration is justified.

Thus, the aircraft cannot be recognized as a divisible thing, since by virtue of paragraph Art. 130 of the Civil Code of the Russian Federation, it is classified as real estate and is subject to state registration. According to Art. 133 of the Civil Code, an indivisible thing is a thing, the division of which in kind is impossible without changing its purpose. Consequently, the aircraft, as an indivisible thing, cannot be sold in parts. This thesis is confirmed by established judicial practice.

It seems that when buying and selling an aircraft as a piece of real estate, the rules for determining the price, which are established in paragraph 3 of Art. 424 of the Civil Code of the Russian Federation, according to which if a price is not provided for in a paid contract and cannot be determined based on the terms of the contract, the execution of the contract must be paid at the price that, under comparable circumstances, is usually charged for similar goods, work or services.

A feature of the aircraft purchase and sale agreement is the need to regulate the distribution of responsibilities of the parties regarding the preparation of the aircraft ferry, maintenance, pre-flight preparation, refueling, air navigation support, customs clearance, and transfer of accompanying documents to the buyer.

It should also be noted that it is advisable to provide in the aircraft purchase and sale agreement the right of the buyer to unilaterally refuse to accept the aircraft and terminate the contract if the seller cannot or does not want to eliminate the deficiencies identified during the inspection.

Contract for the sale and purchase of a small vessel (option)

Author of the document

Contract for the sale and purchase of a small vessel

(locality) (date in words)

residing at ___________________________________________________,

passport series ___________ No. ______________, issued “_____” __________ 20___,

hereinafter referred to as the “Seller” , and

residing at ___________________________________________________,

passport series ___________ No. ______________, issued “______” _________ 20___,

hereinafter referred to as the “Buyer”, have entered into this agreement as follows.

The Seller undertakes to transfer ownership of the Buyer, and the Buyer undertakes to accept and pay for the watercraft:

Vessel's side number

Construction (factory) number

Head engine number

The buyer is obliged to pay the cost of the watercraft specified in clause 1 of this agreement within _______ days from the date of signing this agreement by transferring a sum of money in the amount of ____________________________

(______________________________) to the Seller’s (in cash) ____________

The watercraft alienated under this agreement belongs to the Seller by right of ownership, which is confirmed by ship’s ticket No. _______________,

issued by GIMS “_____” _______________ 20___

The parties valued the watercraft at _______________________ (__________) rubles.
The seller undertakes to transfer the watercraft specified in clause 1 of this agreement within ________ days from the date of signing this agreement.
Before the conclusion of this agreement, the watercraft specified in clause 1 of this agreement has not been sold to anyone, has not been pledged, is not in dispute and is not under arrest.
This agreement is drawn up in two copies - one for each of the parties.

"Salesman" __________________, ______________________.

"Buyer" __________________, ______________________.

Aircraft purchase and sale agreement

The presented contract forms are typical and may not take into account all the features of the transactions you enter into.

To obtain a more complete agreement that can better protect your rights, you must contact the lawyers of our company.

Aircraft purchase and sale agreement

______________ "___" ___________ 20__

Limited Liability Partnership "___________", represented by Director _________, acting on the basis of the Charter, hereinafter referred to as the "Seller", on the one hand, and

Limited Liability Partnership "___________", represented by Director _________, acting on the basis of the Charter, hereinafter referred to as the "Buyer", on the one hand,

collectively referred to as the Parties, have entered into this Agreement for the sale and purchase of aircraft _________, serial number ________, _____ year of manufacture, onboard registration number _______ (hereinafter referred to as the Agreement) as follows:

1. THE SUBJECT OF THE AGREEMENT

1.1. The Seller undertakes to transfer into ownership of the Buyer the Aircraft _________, serial number _______, tail number _________, __.__._____ year of manufacture, put into operation __.__.______ year (hereinafter referred to as the Property/Aircraft).

1.2. The Seller confirms that the Property has not been sold to anyone, has not been pledged, is not under an encumbrance (arrest) and has no debt to third parties.

1.3. The Buyer undertakes to accept the Property and pay its cost in the manner and on the terms specified in the Agreement.

1.4. The Seller guarantees that the aircraft, at the time of its transfer into the Buyer's ownership, will be in a condition of airworthiness (technically sound, in a condition with a guarantee for repaired engines and auxiliary power unit, and spare parts), in accordance with the requirements of the aviation authorities Republic of Kazakhstan or the country indicated by the Buyer.

1.5. The Buyer will be familiarized with the technical condition of the aircraft after performing restoration work in accordance with the recommendations of the manufacturer (_________), scheduled maintenance including overdue work, compliance with service bulletins, airworthiness directives (__________), check flight, and after signing the Aircraft acceptance certificate, in will have no further claims against the Seller.

2. COST AND PAYMENT PROCEDURE

2.1. The total cost of the Property is _____________ (________) tenge including VAT.

2.2. The Buyer makes an initial payment in the amount of ___________ (_________) tenge, within ___ (___) business days from the date of signing the Agreement by bank transfer by transferring money to the Seller’s bank account specified in Section 9 of this Agreement.

2.3. If the buyer refuses to purchase the Property, the down payment in the amount of ___________ (_________) tenge from the moment the aircraft is placed for maintenance and repair at the “________________” service center is not refundable.

2.4. The Buyer undertakes the remaining amount in the amount of ___________ (________) tenge within ___ (____) business days from the date of signing the technical inspection report in the form specified in Appendix No. 3.

2.5. The Buyer bears all costs only for registration (registration), and the Seller bears the costs for deregistration.

3. TERMS OF AIRPLANE DELIVERY

Serial number: _______________

Serial number: left _________

Serial number: right ________

Serial number: left _________

Serial number: right ________

3.2. General state

The aircraft must be handed over in good condition in accordance with international commercial aviation standards and ready for de-registration. Spare parts, engines, APU, equipment, components and systems must be serviceable and operational within the limits of the guidelines established by the manufacturer and/or aviation authorities, with the exception of normal wear and tear.

The aircraft must have an export certificate of airworthiness from the aviation authorities of the Republic of Kazakhstan in the country of registration indicated by the Buyer.

The airframe must be delivered after completion of refurbishment work as recommended by the manufacturer (____________), work in accordance with the maintenance program taking into account all overdue inspections, all system inspections/area inspections/corrosion inspections, and maintenance as of the closing date without any delays. within ________ (flight hours), _______ (cycles), or _____ (______) month.

Each engine must be repaired, in good working order and suitable for use without any restrictions.

3.5. APU (auxiliary power unit)

The APU with serial number _______ must be repaired, the APU must be in working order and ready for operation, or it must be replaced with a similar one. The remaining resources of the APU and components are at least _______ hours, ______ cycles until its next scheduled removal and replacement.

The chassis (__________) must undergo _________ monthly inspection.

3.7. Airworthiness Directives

Airworthiness Directives issued (___________) on or before the date of this Agreement, which have a compliance date and which are expected to be complied with within _______/_______/_______ days after the date of delivery of the aircraft must be complied with.

All existing mandatory Service Bulletins are completed by the closing date without any delay ______/______/_______ days after the delivery date.

All repairs on the airframe must be completed with the exception of dents that are within the limit (______).

All flight manuals, historical documents, aircraft records, engines, APUs must be supplied with the aircraft.

The aircraft inspection will consist of two parts: preliminary inspection and acceptance of the aircraft.

— a preliminary inspection is carried out at the ____________ service center after the aircraft arrives for maintenance, which also provides for the Buyer’s participation in the formation and coordination of work to restore the Aircraft’s airworthiness.

— acceptance of the aircraft includes inspection, checking the functionality of systems and a test field (_______) which should not exceed _____ (______) hours. Operating expenses for the test flight are borne by the Buyer, expenses for eliminating comments and inconsistencies are borne by the Seller.

4. PROCEDURE FOR ACCEPTANCE AND TRANSFER OF PROPERTY

4.1. The transfer of property from the Seller to the Buyer is carried out within ____ (_____) business days after the Buyer makes full payment of the amount specified in clause 2.1. Agreement, according to the Certificate of Acceptance and Transfer of Property, the form of which is determined by Appendix No. 1 to the Agreement, which is an integral part of the Agreement (hereinafter referred to as the Certificate signed by authorized representatives of the Parties). At the time of transfer of the Property, the Seller is obliged to provide documents (declarations, customs duties, etc.) confirming the fulfillment of the Seller’s obligations to pay all tax and customs payments under the legislation of the Republic of Kazakhstan.

4.2. The transfer of title and identification documents for the Property from the Seller to the Buyer is carried out within _____ (_____) calendar days after the Buyer pays the amount specified in clause 2.1. Agreement, according to the Certificate of Acceptance and Transfer of Documents, the form of which is determined by Appendix No. 2 to the Agreement, which is an integral part of the Agreement (hereinafter referred to as the Certificate of Acceptance and Transfer of Documents, signed by authorized representatives of the Parties).

4.3. The risk of accidental death or accidental damage to the Property passes to the Buyer from the date of signing the Certificate.

4.4. Ownership of the property arises with the Buyer after the Buyer fulfills clause 2.1. Agreement in full and state registration of ownership of the property by the Buyer with the authorized government body.

4.5. The property must be delivered to the buyer at the address: _____________, _____ International Airport in an airworthy condition (technically sound, in a condition with a guarantee for corrected spare parts, according to the service center "_________") in accordance with the requirements of the aviation authorities ___________.

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1. The seller undertakes:

5.1.1. Within _____ (_____) days from the date of receipt of the down payment, ensure the arrival of specialists from the “__________” service center to begin preparing work for the transfer of the aircraft for maintenance and repair;

5.1.2. Transfer to the Buyer the Property with an export certificate of airworthiness of the Republic of Kazakhstan intended for registration in ___________; free from any rights of third parties, as well as title and identification documents for the Property in the manner prescribed by the Agreement;

5.1.3. At your own expense and in a timely manner, deregister the Property with the authorized bodies.

5.2. The buyer undertakes:

5.2.1. Make timely and full payment for the cost of the Property in the manner and on the terms provided for in the Agreement;

5.2.2. Accept the Property, as well as title and identification documents for the Property in the manner prescribed by the Agreement;

5.2.3. At your own expense, carry out all necessary procedures related to the registration of ownership of the Property with the authorized state body.

5.3. The buyer has the right:

5.3.1. Require the Seller to sign the Certificate and the Certificate of Acceptance and Transfer of Documents in the manner specified in the Agreement;

5.3.2. Require the Seller to timely transfer the Property, title and identification documents for the Property in the manner prescribed by this Agreement.

5.4. The seller has the right:

5.4.1. Require the Buyer to sign the Certificate and the Certificate of Acceptance and Transfer of Documents in the manner prescribed by the Agreement;

5.4.2. Require the Buyer to pay the cost of the Property in the manner specified in the Agreement.

6. RESPONSIBILITY OF THE PARTIES

6.1. The parties are responsible to each other in accordance with the current legislation of the Republic of Kazakhstan and the Agreement.

6.2. In case of violation of the terms of payment for the Property, the Buyer, at the request of the Seller, undertakes to pay a penalty in the amount of ____% (______) of the amount unpaid on time for each calendar day of delay, but not more than ____% (______) of the cost of the Property.

6.3. In case of failure to comply with clause 5.1.1. of the Agreement, the Seller, at the request of the Buyer, undertakes to pay a penalty at the rate of ____% (____) of the amount specified in clause 2.1. Agreement for each day of delay.

6.4. For violation of the terms of transfer of the Property and/or documents, the Seller, at the request of the Buyer, undertakes to pay a penalty at the rate of ______% (_____) of the amount specified in clause 2.1. of the Agreement for each day of delay, but not more than ____% (____) of the value of the Agreement.

6.5. If the Buyer refuses the Property or fulfills the Agreement after paying the full purchase price stipulated by the Agreement, the Buyer has no right to demand a refund of the amount paid.

6.6. Liability measures of the Parties not provided for in the Agreement are applied in accordance with the norms of civil legislation of the Republic of Kazakhstan.

6.7. Payment of a penalty (fine, fine) by the Party does not relieve it from fulfilling its obligations under the Agreement.

7. PRIVACY

7.1. The Parties do not have the right to disclose or use for any purpose any information received by them under this Agreement (hereinafter referred to as Confidential Information), except in cases where:

1) the prior written consent of the other Party has been obtained;

2) this may become necessary in accordance with the requirements of legislation, current accounting rules or in connection with the adoption of an appropriate decision by authorized government bodies.

7.2. Confidential information does not include information:

1) are publicly available at the time of their use or disclosure;

2) provided to the Parties by a person to whom they became available legally and who has the legal right to disseminate such information.

8. DISPUTE RESOLUTION PROCEDURE

8.1. All disputes arising between the Parties are resolved through negotiations in order to achieve a mutually acceptable solution.

8.2. If agreement is not reached, all disputes are resolved in a court of general jurisdiction in accordance with the requirements of the current legislation of the Republic of Kazakhstan.

9. FINAL PROVISIONS

9.1. Any changes and additions to the Agreement are valid only if they are made in writing and signed by the Parties. All Annexes to this Agreement constitute an integral part thereof.

9.2. The Parties have the right to terminate this Agreement at any time by sending written notice to the other Party at least _____ (_____) days before the expected date of termination. Moreover, in the case established by clause 6.5. of this Agreement, the paid price of the Property is non-refundable.

9.3. The Agreement is drawn up in three copies having equal legal force, one copy for each of the Parties and one copy for the registering state authority.

10. LEGAL ADDRESSES, BANK DETAILS AND SIGNATURES OF THE PARTIES

Aircraft purchase and sale agreement

Sample document:

AGREEMENT N _____ purchase and sale of aircraft

1. THE SUBJECT OF THE AGREEMENT

1.1. The Seller undertakes to transfer ownership of the Buyer, and the Buyer undertakes to accept and pay for the following aircraft (hereinafter referred to as the “Vessel”) on the terms established by this Agreement:

Serial (factory) number _____________________________________.

Type (name) _____________________________________________________.

Airframe number _________________________________________________.

Engine numbers _____________________________________________.

Auxiliary power unit numbers are ______________________.

Date of manufacture _____________________________________________.

Manufacturer's name _____________________________________.

Maximum take-off weight ___________________________________.

Base address ________________________________________________.

Special notes of the registrar ___________________________________.

Registration number _________________________________________.

Type of seller's right to the Vessel ___________________________________.

The seller's share in the Vessel is _____________________________________________.

Radio communications _________________________________________________.

Radio call sign __________________________________________.

Body colors _________________________________________________.

Markings applied ________________________________________.

Information about encumbrances:

A person whose rights are limited (encumbered) by _________________________.

The person in whose favor the rights of _________________________ are limited (encumbered).

Terms of a transaction ________________________________________________.

Information on legal claims against the Vessel:

Legal claims asserted in court ________________.

Writs of execution pending execution, etc. _________________________.

1.2. The vessel belongs by right of ownership to the Seller, which is confirmed by the Certificate of Ownership of the vessel, series _____ N __________, issued by “___”__________ ____, _________________________, as well as an extract from the Unified State Register of Rights to Aircraft dated “___”__________ ____. N _____.

1.3. The following accessories and documentation are transferred simultaneously with the Vessel:

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. The seller undertakes:

2.1.1. Transfer the Vessel to the Buyer at the location specified in clause 1.1 of this Agreement in the manner and within the time limits established by this Agreement.

2.1.2. Simultaneously with the transfer of the Vessel, transfer to the Buyer the accessories and documents related to the Vessel and necessary for its intended use.

2.1.3. Transfer the Vessel free from any rights of third parties.

2.1.4. If necessary, issue the Buyer a power of attorney to represent the interests of the Seller to carry out actions for state registration of the transfer of ownership of the Vessel from the Seller to the Buyer, or personally sign all the necessary documents and be present at all events established by the legislation of the Russian Federation to register the transfer of ownership of the Vessel.

2.2. The buyer undertakes:

2.2.1. Accept the Vessel from the Seller at its location and sign the Vessel acceptance certificate.

The vessel is accepted by the Buyer in the manner established by Section 4 of this Agreement.

2.2.2. Pay the Seller the price of the Agreement in the manner and within the time limits established by this Agreement.

2.2.3. Complete actions to register ownership of the Vessel in the manner established by the current legislation of the Russian Federation.

2.3. In the event that the Seller transfers to the Buyer a Vessel that does not comply with the terms of this Agreement, if the shortcomings of the Vessel were not specified by the Seller, the Buyer to whom the Vessel of inadequate quality was transferred has the right, at its own choice, to demand from the Seller:

— a proportionate reduction in the purchase price;

— free elimination of defects of the Vessel within a period of no more than _______________ from the date of _________________________;

— reimbursement of their expenses for eliminating the defects of the Vessel.

2.4. In the event of a significant violation of the requirements for the quality of the Vessel (detection of fatal defects, defects that cannot be eliminated without disproportionate costs or time, or are identified repeatedly or appear again after their elimination, and other similar defects), the Buyer has the right to refuse to fulfill this Agreement and demand return of the paid amount.

3. CONTRACT PRICE AND PAYMENT PROCEDURE

3.1. The price of the Vessel is _____ (__________) rubles (the price of the Agreement).

3.2. The Buyer pays the price of the Agreement specified in clause 3.1 in the following order: _________________________.

3.3. Expenses associated with state registration of property rights are borne by _________________________ (Seller/Buyer).

4. TRANSFER OF THE VESSEL AND TRANSFER OF OWNERSHIP OF THE VESSEL

4.1. The Seller transfers the Vessel to the Buyer by placing the Vessel at the disposal of the Buyer at its home location - _________________________.

4.2. The Seller is obliged to prepare the Vessel for delivery to the Buyer by “___”__________ ____.

4.3. The Seller transfers the Vessel to the Buyer with all property and equipment on board the Vessel, as well as with accessories and documentation specified in clause 1.3 of the Agreement.

4.4. The transfer of the Vessel by the Seller and its acceptance by the Buyer are confirmed by the signing by the Parties of the Vessel acceptance certificate, which is an integral part of this Agreement.

Before signing the Vessel acceptance certificate, the Buyer is obliged to carry out a detailed inspection of the Vessel and its technical condition. If any defects of the Vessel are discovered, the Buyer is obliged to indicate this in the acceptance certificate.

4.5. The risk of accidental loss or damage to the Vessel, as well as the burden of maintaining the Vessel and ensuring its safety, transfers from the Seller to the Buyer from the date of state registration of the transfer of ownership of the Vessel.

4.6. The Buyer's ownership of the Vessel arises from the moment of its state registration in the manner established by the legislation of the Russian Federation.

4.7. The Seller is obliged, no later than _____ days from the date of signing this Agreement, to transfer all the necessary documents to register the transfer of ownership of the Vessel to the body that carries out state registration of ships.

5. RESPONSIBILITY OF THE PARTIES

5.1. For violation by the Buyer of the deadline for payment of the price of the Agreement specified in clause 3.2 of this Agreement, the Seller has the right to demand from the Buyer payment of a penalty in the amount of _____% of the amount not paid on time for each day of delay.

5.2. For violation by the Seller of the deadline for transfer of the Vessel provided for in clause 4.2 of this Agreement, the Buyer has the right to demand from the Seller payment of a penalty in the amount of _____% of the Contract price for each day of delay.

5.3. For violation by the Seller of the deadline for submitting documents provided for in clause 4.7 of this Agreement, the Buyer has the right to demand from the Seller payment of a penalty in the amount of _____% of the Contract price for each day of delay.

5.4. For violation by the Seller of the deadline for eliminating the defects of the Vessel, provided for in clause 2.3 of this Agreement, the Buyer has the right to demand from the Seller payment of a penalty in the amount of _____% of the Contract price for each day of delay.

5.5. For failure to fulfill or improper fulfillment of other obligations under this Agreement, the Parties bear responsibility established by the current legislation of the Russian Federation.

6. APPLICABLE LAW. DISPUTE RESOLUTION

6.2. The Parties may at any time agree to subordinate the whole or part of the Agreement to any law other than the law that previously governed it, regardless of the fact that the law that previously governed the Agreement was chosen by the Parties. Any change by the Parties in the applicable law after the conclusion of the Agreement does not prejudice the formal validity of the Agreement or the rights of third parties.

6.3. The law applicable to the Agreement governs, in particular:

rights and obligations of the Parties and execution of the Agreement;

the moment the buyer acquires the right to the Vessel, expenses and income associated with the Vessel;

the moment of transfer of risk in relation to the Vessel to the buyer;

the validity and legal force of provisions regarding the retention of title to the Vessel as between the Parties;

consequences of non-fulfillment of the Agreement, including types of losses for which compensation may be received, without prejudice, however, to the procedural rules of the court;

various methods of repaying obligations, as well as acquisition and limitation periods;

consequences of the nullity or invalidity of the Agreement.

6.4. All disputes and disagreements that may arise between the Parties on issues that are not resolved in the text of this Agreement will be resolved through negotiations.

6.5. If it is impossible to resolve disputes through negotiations, the Parties shall submit them to the court for consideration in the manner prescribed by the current legislation of the Russian Federation.