NET LISTING AGREEMENT
Yachting Division and or William Webb P.A
6421 SE Winged Foot Drive Stuart FL 34997 561-309-8277
On this day of the listing form submission Owner grants Yachting Division and or William Webb P.A. (“Broker”), the exclusive right and authority to manage the sale of the Vessel on a multiple listing basis upon the terms below:
Brokers Commission is anything above Net Amount as stated on listing form with minimum commission of 10%
1. Vessel. “Vessel” includes all gear, machinery, equipment, consumables, and all other articles and appurtenances on board the Vessel as of the date of this Agreement, except for items listed in a separate Exclusions List, which items are not included in the sale.
2. Authorization. Broker is authorized to advertise and market the Vessel in any medium and in any manner Broker deems appropriate. Broker may work with other brokers (“Cooperating Brokers”) to sell the Vessel. Seller also authorizes William Webb P.A.and or Zwaans International Yachting Division to charge a buyers premium in the auction or brokerage sale of the vessel.
3. Cooperation. Owner shall: (a) supply such data on the Vessel as reasonably requested by Broker; (b) make the Vessel reasonably available for showings; (c) refer all inquiries or offers received from other brokers or parties; (d) execute a Bill of Sale if Broker finds a buyer in accordance with the terms of this Agreement or on any other terms acceptable to Owner; and (e) transfer the Vessel to buyer free of all debts, claims, liens, taxes, customs duties, license fees and encumbrances of any kind.
4. Disclosures. Owner agrees to disclose in writing all known defects and or deficiencies in the vessel, which would materially impact a buyer’s decision to purchase the vessel; and supply Broker with any and all history of the vessel that would affect the Vessel’s value or serviceability.
5. Compensation. Immediately upon the closing of the sale, trade, or exchange of the Vessel, Broker shall be entitled to any and all amounts above the Net Amount to be paid to owner, as referenced in the Terms section above. In the event the Net Proceeds (Net Sale Price Minus Net Amount) are less than the Minimum Commission, Owner agrees to pay broker the Minimum Commission amount (as set forth above).
6. Custody, etc. Unless specifically agreed in writing, Broker does not assume and is not delegated the care, custody, or control of the Vessel. At all times, Owner shall be solely responsible for the safety, security, and protection of the Vessel. Broker shall not be responsible for any damage or loss to the Vessel during the term of this Agreement. If Broker is to provide dockage, maintenance, or transportation for the Vessel, the terms shall be pursuant to a separate agreement. Owner is solely responsible for all costs of fuel, provisions, maintenance, insurance and other costs related to the Vessel.
7. Insurance. Owner shall keep the Vessel fully insured (including coverage for personal liability, theft, fire, physical damage, and for inspection, trial run, and marine survey purposes), shall provide proof to Broker upon request, and shall advise Broker prior to any cancellation or change in coverage.
8. Term. The term of this Agreement is 360 days from the date of execution, after which this Agreement shall continue for successive 30 day periods upon the same terms and conditions as set forth herein. Either party may terminate this Agreement by written notice effective 30 days after receipt of notice. Upon execution of a purchase agreement to sell the Vessel, this Agreement will automatically extend until the Vessel is sold or that agreement is canceled in accordance with its terms.
9. Other Situations. Owner shall pay the Broker 10% of the sale price or Minimum Commission or last listing price amount, whichever is greater, if: (a) within one year after termination of this Agreement, Owner charters, transfers or conveys the Vessel to any party (or entity owned or controlled by the party) to whom Broker or the Cooperating Broker showed, or provided information concerning, the Vessel during the term; (b) Owner defaults or agrees to cancel on a purchase agreement; (c) and Broker presents a bona-fide sale allowing the agreed Net Amount, and Owner fails to sell the vessel. If owner neglects to inform broker of sale or breaches the agreement by not paying commission owed which results in litigation owner agrees to pay treble damages and attorneys fees.
10. Buyer’s Default. If Owner retains liquidated damages pursuant to a purchase agreement, such damages will be applied first to pay any unpaid costs or expenses that Buyer or Broker incurred against the Vessel. The remainder will be divided equally between Owner and Broker, except that Broker’s share will not exceed the Commission.
11. Agency. Owner acknowledges and agrees that Broker may also represent the buyer in a purchase and sale transaction and may disclose to both parties facts known to Broker materially affecting the Vessel’s value or desirability. Broker shall not, without Owner’s consent, disclose to a buyer that Owner is willing to sell the Vessel for an amount less than the asking price. Broker may have or obtain listings for other vessels. Potential buyers may purchase vessels the same as or similar to the Vessel through Broker. Owner consents to Broker’s representation of sellers and buyers of such other vessels before, during, and after this Agreement.
12. Miscellaneous. This Agreement is the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous, written or oral, negotiations, agreements, representations, warranties, and understandings pertaining thereto. If any term, condition, or provision of this Agreement is held to be unenforceable for any reason, it shall, to the extent possible, be interpreted to achieve the intent of the parties to this Agreement. This Agreement may not be amended or modified, except in a writing signed by both parties. All notices must be in writing and may be made by mail, personal delivery, overnight courier, facsimile, or electronic media. This Agreement may not be assigned by Owner without the prior written consent of Broker. No claim or right arising out of this Agreement can be waived or discharged by one party, in whole or in part, unless in writing, nor shall any waiver be applicable except in the specific instance for which it is given. Any proceeding relating to this Agreement will be brought in the courts of the State and county of the main office of Broker, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court. This Agreement will be governed by and interpreted exclusively under the laws of the state in which the head office of the Broker is located, without regard to its conflicts-of-laws principles. This Agreement may be signed in any number of identical counterparts, each of which will be deemed an original (including signatures delivered via facsimile or e-mail). All provisions of this Agreement shall survive the expiration/termination of this Agreement in accordance with their terms and conditions. THE PARTIES AFTER CONSULTING WITH COUNSEL HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM ARISING UNDER OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR THE VESSEL.
BUYER REPRESENTATION AGREEMENT - EXCLUSIVE
1. EXCLUSIVE RIGHT TO REPRESENT: (“Buyer”) grants William Webb P.A. and Zwaans International Yachting Division Inc. (“Broker”) beginning on date of Buyer Representation form submission and ending 365 days after submission of form to be automatically extended for the same period unless notarized notification is sent via certified mail or (ii) completion of a resulting transaction, whichever occurs first (“Representation Period”), the exclusive and irrevocable right, on the terms specified in this Agreement, to represent Buyer in acquiring a yacht or boat as follows:
A. Broker agrees to exercise due diligence and reasonable efforts to fulfill the following authorizations and obligations. C. Broker will perform its obligations under this Agreement through the individual signing for Broker below or another real estate licensee assigned by Broker, who is either Broker individually or an associate-licensee (an individual licensed as a real estate salesperson or Broker who works under Broker’s real estate license). Buyer agrees that Broker’s duties are limited by the terms of
PROPERTY TO BE ACQUIRED:
(1) A. Any purchase, lease or other acquisition of any Yacht or Boat.
C. OTHER POTENTIAL BUYERS: Buyer understands that other potential buyers may, through Broker, consider, make offers on or acquire the same or similar properties as those Buyer is seeking to acquire. Buyer consents to Broker’s representation of such other potential buyers before, during and after the Representation Period, or any extension thereof. 3.
BUYER REPRESENTATION AGREEMENT – EXCLUSIVE
COMPENSATION TO BROKER:
A. At least 10% percent of the acquisition price or as negotiated by broker with buyers and sellers
B. COMPENSATION PAYMENTS AND CREDITS: Buyer is responsible for payment of compensation provided for in this Agreement.
C. BROKER RIGHT TO COMPENSATION: Broker shall be entitled to the compensation provided for in paragraph 3A:
(1) If during the Representation Period, or any extension thereof, Buyer enters into an agreement to acquire property described in paragraph 1A, on terms acceptable to Buyer provided Seller completes the transaction or is prevented from doing so by Buyer. (Broker shall be entitled to compensation whether any escrow resulting from such agreement closes during or after the expiration of the Representation Period.)
(2) If, within 365 calendar days after expiration of the Representation Period or any extension thereof, Buyer enters into an agreement to acquire property described in paragraph 1A, which property Broker introduced to Buyer, or for which Broker acted on Buyer’s behalf.
D. TIMING OF COMPENSATION: Compensation is payable:
(1) Upon completion of any resulting transaction, and if an escrow is used, through escrow.
(2) If acquisition is prevented by default of Buyer, upon Buyer’s default. If the default results in litigation to enforce this agreement buyer agrees to treble damages.
(3) If acquisition is prevented by a party to the transaction other than Buyer, when Buyer collects damages by suit, settlement or otherwise. Compensation shall equal one-half of the damages recovered, not to exceed the compensation provided for in paragraph 3A, after first deducting the unreimbursed payments, credits and expenses of collection, if any.
E. Buyer hereby irrevocably assigns to Broker the compensation provided for in paragraph 3A from Buyer’s funds and proceeds in escrow. Buyer agrees to submit to escrow any funds needed to compensate Broker under this Agreement. Broker may submit this Agreement, as instructions to compensate Broker, to any escrow regarding property involving Buyer and a seller or other transferor.
F. “BUYER” includes any person or entity, other than Broker, related to Buyer or who in any manner acts on Buyer’s behalf to acquire property described in paragraph 1A
G. (1) Buyer has not previously entered into a representation agreement with another broker regarding property described in paragraph 1A (2) Buyer warrants that Buyer has no obligation to pay compensation to any other broker regarding property described in paragraph 1A
6. SCOPE OF BROKER DUTY:
A. While Broker will perform the duties described in paragraph 6B, Broker recommends that Buyer select other professionals,
as described in the attached Buyer’s Inspection Advisory, to investigate the Property through inspections, investigations, tests, surveys, reports, studies and other available information (“Inspections”) during the transaction. Buyer agrees that these Inspections, to the extent they exceed the obligations described in paragraph 6B, are not within the scope of Broker’s agency duties. Broker informs Buyer that it is in Buyer’s best interest to obtain such Inspections.
B. Buyer acknowledges and agrees that Broker: (i) does not decide what price Buyer should pay or Seller should accept and does not guarantee the condition of the Property
7. BUYER OBLIGATIONS:
A. Buyer agrees to timely view and consider vessels selected by Broker and to negotiate in good faith to acquire vessel.
Buyer further agrees to act in good faith toward the completion of any Property Contract entered into in furtherance of this Agreement. Within 5 (or ______) calendar days from the execution of this Agreement, Buyer shall provide relevant personal and financial information to Broker to assure Buyer’s ability to acquire property described in paragraph 1. If Buyer fails to provide such information, or if Buyer does not qualify financially to acquire property described in paragraph 1, then Broker may cancel this Agreement in writing. Buyer has an affirmative duty to take steps to protect him/herself, including discovery of the legal, practical and technical implications of discovered or disclosed facts, and investigation of information and facts which are known to Buyer or are within the diligent attention and observation of Buyer. Buyer is obligated, and agrees, to read all documents provided to Buyer. Buyer agrees to seek desired assistance from appropriate professionals, selected by Buyer, such as those referenced in the attached Buyer’s Inspection Advisory.
C. Buyer agrees to: (i) indemnify, defend and hold Broker harmless from all claims, disputes, litigation, judgments, costs and attorney fees arising from any incorrect information supplied by Buyer, or from any Material Issues that Buyer fails to disclose in writing to Broker; and (ii) pay for reports, Inspections and meetings arranged by Broker on Buyer’s behalf.
8. JURISDICTION: All parties exclusively agree to Jurisdiction in the State and County of the main office of the Brokerage.
9. ATTORNEY FEES: In any action, proceeding or arbitration between Buyer and Broker regarding the obligation to pay compensation under this Agreement, the prevailing Buyer or Broker shall be entitled to reasonable attorney fees and costs, except as provided in paragraph 11A.
10. ENTIRE AGREEMENT: All understandings between the parties are incorporated in this Agreement. Its terms are intended by the parties as a final, complete and exclusive expression of their agreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. This Agreement may not be extended, amended, modified, altered or changed, except in writing signed by Buyer and Broker. In the event that any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect. This Agreement and any supplement, addendum or modification, including any copy, whether by copier, facsimile, NCR or electronic, may be signed in two or more counterparts, all of which shall constitute one and the same writing.
11. Electronic Opt-In: Buyer agrees that the opt-in form is his or her valid signature
Buyer acknowledges that Buyer has read, understands, received a copy of and agrees to the terms of this Agreement.