A Memorandum of Understanding (“MoA”) is usually the relevant sales contract. There are several standard moas that are most commonly used is a common product of the Norwegian Association of Ship Brokers and BIMCO. The latest version of this regularly updated MoA and the theme of this article is the “SALEFORM 2012”, better known as the Norwegian version of sale 2012 (“NSF 2012”). The 2012 NSF and its previous versions (particularly NSF 1993) have become industry standards within the United Arab Emirates and most other popular maritime areas. The Al Tamimi-Company team regularly assists clients on legal issues related to the purchase and sale of ships. A sale and purchase transaction culminates in the “closure.” Here, buyers and sellers (usually on the same day) exchange documents, pay and deliver and transfer the ship. It requires careful coordination between the various parties acting by mutual agreement in order to ensure the success of the sale. Each party has its role to play. As an indication, some important participants may be to date; Seller and buyer (or authorized representative), lawyers, bankers (both financial and for payments), flag state representative, crew (old and new, if replaced), broker, class representative, insurer, with others potentially also needed, usually not all in the same place, or even in the same time zone. Before signing, each party is also encouraged to perform a temporary due diligence on the other. Modern ship ownership is generally structured with individual owners registered in regulatory-friendly offshore jurisdictions. Opaque structures can mask the identity and disposition of the real opponent of the treaty. Like inspections, safeguards should be applied, for example, in the moa; Proof of good performance, proof of ownership of the ship, etc.
And similarly, it is recommended to perform basic tests before engaging with the MoA, according to which it can be more difficult to avoid selling if an unsatisfactory position is detected. There are certain clauses on the sales form that protect the interests of the ship`s buyer. Thus.B Section 9 of the 1993 sales form provides limited protection to the buyer. Under section 9, the seller guarantees that at the time of delivery, the vessel is exempt from all charters, charges, mortgages and marine mortgages or other debts. The buyer can argue against the seller all the consequences of the claims against the ship that were created before delivery. If the vessel is unable to pay all mortgages and other claims awarded to the vessel prior to delivery, the purchaser may pay the purchase price to cover that portion of the debt. Normally, the buyer would also keep a portion of the payment for about six months to ensure that there are no claims and maritime links to the vessel. The final phase of sales and purchase is called the final phase. It includes pre-delivery issues, including inspection of the underwater parts by the classification company, the provision of documents and the physical delivery of the vessel for payment of the balance of the contract price. These underwater inspections can be carried out at the buyer`s request, in which case, if the surveyor of the classification company does not request it, the fee due is charged into the buyer`s account. Selling and buying a ship presents a multitude of legal and practical challenges. Many of them can be overcome by careful planning and execution.
NSF 2012 remains a tenacious contract, designed to guide both buyers and sellers in the process. As for the sail of a ship, well cut, a sale and purchase will generally sail smoothly. She has done badly, and she can go away quickly. The “sale and purchase of ships” is an important aspect of the marine industry. These are huge sums of money (over $100 million) and require different types of expertise, such as types of ships and their function, legal knowledge, trade and negotiation knowledge.