Legal Acceptance of Vessel

LEGAL ACCEPTANCE OF VESSEL

This Legal Acceptance of Vessel (the "Agreement") is made as of by and between Owner Name: (hereinafter "Owner") and Recipient Name: (hereinafter "Recipient").

RECITALS

WHEREAS, Owner is the lawful owner of the vessel described below and has agreed to transfer possession of the vessel to Recipient under the terms and conditions set forth in this Agreement; and

WHEREAS, Recipient has inspected or has had the opportunity to inspect the vessel and desires to accept the vessel subject to the terms of this Agreement; and

WHEREAS, the parties intend by this Agreement to effectuate a final acceptance and transfer of possession, and to allocate risk, title statements and indemnities as set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. VESSEL IDENTIFICATION

2. DELIVERY AND INSPECTION

Delivery Location: . Delivery Date: . Delivery Time: .

Recipient acknowledges receipt of the vessel and the opportunity to conduct a complete inspection prior to acceptance. Recipient shall have the right to a final inspection at delivery. If Recipient does not provide written notice of material defects within seventy-two (72) hours after delivery, Recipient shall be conclusively deemed to have accepted the vessel in its then-existing condition.

3. ACCEPTANCE

Recipient hereby accepts delivery of the vessel and acknowledges that, except as expressly set forth in this Agreement or any written attachment signed by Owner, the vessel is accepted AS IS, WHERE IS, with all faults and defects, whether latent or patent. Acceptance shall be effective as of the date Recipient executes this Agreement or takes possession of the vessel, whichever occurs first.

Vessel accepted AS IS
Vessel accepted WITH EXCEPTIONS (describe below)

4. TITLE AND LIENS

Owner represents and warrants that Owner is the sole legal owner of the vessel, that Owner has good and marketable title to the vessel, and that, except as fully disclosed in writing to Recipient and identified in the schedule below, the vessel is free and clear of all liens, security interests, mortgages, claims and encumbrances.

If any lien, encumbrance or other claim is asserted against the vessel after acceptance that arises from acts or omissions occurring prior to the acceptance date, Owner shall be solely responsible for resolving and removing such claim at Owner's expense and shall indemnify Recipient in accordance with Section 7.

5. WARRANTIES; DISCLAIMER

Except for any express written warranty provided in a separate written document signed by Owner and expressly incorporated herein, Owner makes no warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose. Any express warranty expressly provided shall be limited to the terms and duration set forth in that warranty document.

Owner expressly disclaims liability for third-party supplier parts, routine wear and tear, and damage arising after delivery or due to improper operation by Recipient.

6. INDEMNITY

Owner shall defend, indemnify and hold harmless Recipient, its officers, directors and agents from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Owner's breach of any representation or warranty in this Agreement; (b) liens, encumbrances or claims against the vessel arising prior to acceptance; or (c) Owner's negligence or willful misconduct in connection with the ownership, maintenance or operation of the vessel prior to delivery.

Recipient shall defend, indemnify and hold harmless Owner from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Recipient's possession, operation or maintenance of the vessel after acceptance, except to the extent such claims arise from Owner's breach as set forth above.

7. INSURANCE

During any period in which Owner retains possession or responsibility for the vessel prior to acceptance, Owner shall maintain hull and liability insurance in amounts sufficient to cover loss or damage. From the time of acceptance onward, Recipient shall maintain hull and liability insurance customary for vessels of similar type and value and shall name Owner as additional insured for claims arising from acts or omissions occurring prior to acceptance, where appropriate.

8. PAYMENT AND CONSIDERATION

As consideration for the transfer of possession and acceptance described in this Agreement, the parties acknowledge receipt of the agreed consideration as follows:

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below. Notices shall be effective upon receipt.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any action arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits or written attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. ADDITIONAL PROVISIONS

Sign Now