Ship Sale And Purchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Ship Sale And Purchase Agreement

"I need a Ship Sale and Purchase Agreement under Indonesian law for the sale of a 5,000 DWT cargo vessel currently registered in Jakarta, with delivery scheduled for March 2025 and including specific provisions for crew transfer and existing charter contracts."

Document background
The Ship Sale and Purchase Agreement is a critical document used in maritime transactions under Indonesian jurisdiction when transferring vessel ownership. It is essential for documenting the terms of sale, vessel specifications, warranties, and compliance with Indonesian maritime regulations, particularly Law No. 17 of 2008 on Shipping. The agreement is used when a vessel owner (seller) intends to transfer ownership to a buyer, whether domestic or international, and requires careful consideration of Indonesian ship registration requirements, maritime safety standards, and, where applicable, foreign investment restrictions. This document includes comprehensive details about the vessel's condition, registration status, outstanding liabilities, and the specific procedures for closing the transaction and transferring ownership.
Suggested Sections

1. Parties: Identification of the Seller and Buyer, including complete legal names, registration details, and addresses

2. Background: Context of the transaction, brief description of the vessel, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core agreement to sell and purchase the vessel, including the purchase price and payment terms

5. Vessel Description: Detailed description of the vessel, including specifications, registration details, and classification

6. Inspections and Condition: Provisions regarding vessel inspection rights, current condition, and acceptance criteria

7. Deposit: Terms regarding the deposit amount, payment timing, and escrow arrangements

8. Pre-Delivery Requirements: Conditions to be met before delivery, including documentation and certificates

9. Closing and Delivery: Procedures for closing the transaction and physical delivery of the vessel

10. Seller's Representations and Warranties: Warranties regarding vessel ownership, condition, and encumbrances

11. Buyer's Representations and Warranties: Warranties regarding authority to purchase and financial capacity

12. Default and Remedies: Consequences of breach and available remedies for both parties

13. Notices: Communication procedures and contact details for formal notices

14. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

15. Miscellaneous: Standard boilerplate provisions including entire agreement, amendments, and severability

Optional Sections

1. Vessel Management During Transition: Used when there's a gap between signing and closing, specifying vessel operation responsibilities

2. Crew Arrangements: Include when existing crew contracts need to be addressed or transferred

3. Environmental Compliance: Additional provisions for vessels carrying hazardous materials or requiring specific environmental certificates

4. Foreign Investment Provisions: Required when the buyer is a foreign entity, addressing Indonesian foreign investment requirements

5. Broker's Commission: Include when a broker is involved in the transaction

6. Tax Provisions: Detailed tax arrangements when complex tax implications exist

7. Finance and Security: Include when the purchase involves external financing or security arrangements

8. Insurance Arrangements: Specific insurance provisions during the transition period

Suggested Schedules

1. Schedule 1 - Vessel Specifications: Detailed technical specifications of the vessel

2. Schedule 2 - Vessel Certificates: List of all required certificates and their validity status

3. Schedule 3 - Inventory of Equipment: Detailed list of equipment, spare parts, and tools included in the sale

4. Schedule 4 - Protocol of Delivery and Acceptance: Form of document to be signed at delivery confirming transfer of ownership

5. Schedule 5 - Form of Bill of Sale: Template for the bill of sale compliant with Indonesian requirements

6. Schedule 6 - Classification Records: Vessel's classification history and outstanding recommendations

7. Schedule 7 - Required Delivery Documents: List of all documents required for closing and delivery

8. Appendix A - Due Diligence Documents: List of documents provided for buyer's due diligence

9. Appendix B - Payment Instructions: Detailed banking and payment information for the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Maritime Transport

Shipping

Logistics

Maritime Trade

Shipbuilding

Marine Insurance

Maritime Finance

Port Operations

Offshore Services

Maritime Legal Services

Relevant Teams

Legal

Maritime Operations

Finance

Compliance

Technical Operations

Risk Management

Commercial

Insurance

Corporate Affairs

Asset Management

Relevant Roles

Maritime Lawyer

Ship Owner

Fleet Manager

Technical Superintendent

Marine Surveyor

Maritime Operations Director

Compliance Officer

Ship Broker

Chief Financial Officer

Risk Manager

Maritime Insurance Manager

Technical Manager

Vessel Registration Officer

Maritime Administrator

Contract Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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