To complete the transaction, the MOA defines certain necessary procedures. Certain documents are required, containing the final note, the minutes of the seller`s directors` and shareholders` meeting, a reputable certificate, a power of attorney, the sales invoice, the class, all consents or licenses required by the government authority, a certificate from the Registrar of the Ship Registry authorizing the sale. This is to ensure that the contract contains the seller`s delivery items, such as certificates and other documents necessary for the registration used by the buyer. The contract should contain clauses to provide them as a condition for payment of the purchase price. This would help the buyer not to hunt down the seller after concluding the agreement on the specific paper necessary to conclude the registration of the vessel on behalf of the buyer. In practice, the control clause is often eagerly negotiated. Sellers may try to change the default position so that the test will only cancel the sale if defects cannot be corrected within a reasonable time. Buyers will probably try to preserve total freedom in order to avoid selling on demand altogether. Confidence in a supposedly missed inspection is a popular route for buyers who want to avoid selling for a number of reasons. Parties should also pay attention to underwater or dry inspections to which the buyer is entitled, even if, in this case, non-acceptance does not compromise the default sale, even if defects are found. In all cases, the parties would be well advised to clearly define their respective inspection rights and obligations.
Similarly, in a recent law, section 347 bis was introduced into a law on the common liability of the seller and buyer for the payment of workers` wages when the vessel is transferred with other goods together constituting an “aggregate of goods organized for the exercise of a commercial activity” and not in cases where the object of the sale is only the sole vessel. It is an important document that legally records the sale between the parties, usually in legal or official form, dictated by the flag state. In accordance with the 2012 NSF, it should be in a demonstrable form in the state of the buyer`s designated flag, with the vessel`s title transferred and indicated that the vessel is exempt from all mortgages, charges and maritime pawns. It should also be certified notarized, legalized orposted (if necessary). Parties should save sufficient time to complete this process and consider costs. In principle, the seller`s primary obligation is to deliver the vessel in accordance with the terms and guarantees of the contract. The delivery time may or may not be an essential element of the contract, depending on the contractual clause. If time is of the essence, the buyer may have the option of terminating the contract if the delivery is not made on the agreed date. Worldwide, ship sales and purchase transactions are generally followed by current practices and include the consolidated contractual instruments that constitute lex mercatoria (i.e. the sum of internationally recognized commercial law principles and business practices, commonly known as “resellers,” based on the parties` intention to comply with such procedures and contractual rules.