The Vessel Purchase Agreement is a crucial document used in maritime transactions under Dutch jurisdiction when transferring ownership of a vessel from seller to buyer. It serves as the primary contract governing the sale process, incorporating requirements from Dutch maritime law, particularly the Dutch Civil Code (Burgerlijk Wetboek) Books 7 and 8, and relevant international maritime conventions. The agreement typically includes comprehensive details about the vessel, purchase terms, inspection rights, warranties, delivery conditions, and post-completion obligations. It's essential for ensuring legal compliance, managing transaction risks, and protecting both parties' interests in vessel sales within Dutch waters or under Netherlands jurisdiction. The document must address specific Dutch legal requirements for vessel registration, transfer of title, and maritime safety regulations while accommodating international maritime commercial practices.

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

2. Background: Context of the transaction, including 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 purchase price and payment terms

5. Deposit: Amount, timing, and terms of the deposit payment, including escrow arrangements

6. Inspections and Surveys: Rights and procedures for vessel inspection, including underwater surveys and sea trials

7. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals

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

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

10. Pre-delivery Obligations: Seller's obligations regarding vessel maintenance and operation before delivery

11. Completion: Process and requirements for closing the transaction and transferring ownership

12. Post-completion Matters: Obligations after delivery, including documentation and registration

13. Risk and Insurance: Allocation of risk and insurance requirements before and after delivery

14. Confidentiality: Obligations regarding confidential information

15. Notices: Process for formal communications between parties

16. Governing Law and Jurisdiction: Specification of Dutch law and jurisdiction for disputes

17. Miscellaneous: Standard boilerplate provisions including severability and entire agreement