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The Ship Sale and Purchase Agreement is a crucial document used in maritime transactions within Malaysian jurisdiction. It is required whenever there is a transfer of vessel ownership, whether for commercial shipping, private use, or fleet expansion. The agreement must comply with the Malaysian Merchant Shipping Ordinance 1952 and other relevant maritime regulations, ensuring proper documentation of the transaction terms, vessel specifications, and transfer requirements. This document includes detailed provisions for vessel inspection, payment structuring, delivery conditions, and warranty terms, while addressing regulatory compliance, registration requirements, and maritime safety standards. It serves as the primary legal instrument protecting both buyers' and sellers' interests in vessel transactions within Malaysian waters.

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

2. Background: Context of the transaction and brief description of the vessel

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core agreement to sell and purchase the vessel, including price and basic terms

5. Purchase Price and Payment Terms: Detailed breakdown of the purchase price, payment schedule, and payment methods

6. Conditions Precedent: Conditions that must be satisfied before completion of the sale

7. Pre-delivery Inspections: Requirements and procedures for vessel inspection before delivery

8. Delivery and Acceptance: Terms and procedures for physical delivery of the vessel and acceptance criteria

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

10. Documentation and Registration: Requirements for transfer documentation and vessel registration

11. Title and Risk: Transfer of title and risk provisions

12. Obligations Prior to Delivery: Parties' responsibilities before vessel delivery

13. Default and Termination: Consequences of default and termination rights

14. Governing Law and Jurisdiction: Choice of Malaysian law and jurisdiction provisions

15. Notices: Communication procedures between parties

16. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability