Think of the MOA as the constitution for the entire vessel transaction. It is not just a gesture of commercial goodwill; it is the ultimate legal shield protecting you from immense financial risk in a complex deal. A poorly drafted or ambiguous MOA is the root cause of all future commercial disputes.
This article serves as a practical, “non-lawyer’s” guide to the core clauses within a standard MOA (such as the widely used NSF ’93 or Saleform 2012 forms) that you, as a Buyer or Seller, must examine with a magnifying glass.
The Core Clauses You MUST Understand
1. Parties & Vessel Details
This seems basic, but it is mission-critical. The full legal names and registered addresses of both the Buyer and Seller must be 100% accurate. For the vessel, every detail—her name, IMO number, classification society, registered tonnages—must perfectly match the information on her official certificates. A minor typo here can create major problems for the subsequent transfer of title and registration.
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Currency: The currency of the transaction should be clearly stated, typically in USD.
5. “As is, where is” Principle
This is the core principle of secondhand vessel sales. It means the Seller delivers the vessel in her condition at the time of delivery, and the Seller has no warranty obligations for any issues found after delivery.
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However, this principle is not without exceptions. The MOA will typically oblige the Seller to deliver the vessel with her class maintained and all certificates clean and valid. The contract will also list specific “Exclusions”—items not included in the sale, such as chartered equipment on board.
6. Notices, Closing & Delivery
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Notices: How many days bottlene advance (e.g., 30, 15, 7 days) must the Seller give the Buyer notice of the vessel’s expected delivery date?
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Closing Documents: This is the final act. The MOA will detail the core legal documents that must be exchanged simultaneously with the Buyer’s payment of the balance, such as:
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Bill of Sale
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Class Certificates
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Certificate of No Liens
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Protocol of Delivery & Acceptance
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Place of Delivery: The specific port or geographical range for the vessel’s delivery must be clearly defined.
