SWISS YACHT BROKERS AG — SYB AG
SWISS YACHT BROKERS AG (hereinafter « SYB AG » or the « Broker »), a Swiss stock corporation with registered office in Zug (Switzerland) and operational offices in Lugano and Geneva, carries out on a professional basis the activities of yacht and vessel brokerage, intermediation, advisory and assistance in relation to the sale, purchase, chartering and management of yachts, motoryachts, sailing vessels and pleasure craft.
SYB AG uses in particular the trade name « Swiss Yacht Brokers » and the domain name www.swissyachtbrokers.com for its announcements, correspondence and promotional materials.
These General Terms of Service (hereinafter the « GTS » or the « Terms ») govern all contractual relations between SYB AG and its counterparty (hereinafter the « Client »), whether acting as seller, buyer, principal, charterer, owner or beneficiary of a service provided by SYB AG.
Any listing, offer, mandate, brokerage agreement, undertaking or sale contract concluded by or through the intermediation of SYB AG is subject to these GTS. By signing any mandate, agreement or by confirming acceptance of an offer transmitted by SYB AG, the Client acknowledges having read, understood and unreservedly accepted these GTS.
Art. 1.1 « Yacht » means any vessel, motoryacht, sailing yacht, pleasure craft or similar vessel subject to a service provided by SYB AG.
Art. 1.2 « Seller » means the natural or legal person owning the Yacht or otherwise entitled to dispose of it.
Art. 1.3 « Buyer » means the natural or legal person acquiring or wishing to acquire a Yacht.
Art. 1.4 « Client » means the Seller, the Buyer, the charterer, the owner or any other person receiving a service from SYB AG.
Art. 1.5 « Mandate » means the written instrument by which a Client entrusts SYB AG with a brokerage, representation, assistance or management assignment.
Art. 1.6 « Commission » means SYB AG’s remuneration under a Mandate, expressed as a percentage of the transaction price or as a lump-sum amount, plus applicable VAT where relevant.
Art. 1.7 « MOA » means the Memorandum of Agreement, i.e. the sale contract entered into between Seller and Buyer, typically based on an industry-standard form (MYBA, IYBA or equivalent).
Art. 1.8 « Escrow Account » means the bank account opened with a Swiss bank, separate from SYB AG’s own accounts, on which third-party funds are deposited pending release instructions.
Art. 1.9 « Survey » means the technical and valuation inspection of the Yacht carried out by an independent surveyor at the Buyer’s request.
Art. 1.10 « AMLA » means the Swiss Federal Act on Combating Money Laundering and Terrorist Financing.
Art. 1.11 « FADP » means the Swiss Federal Act on Data Protection and, where applicable, Regulation (EU) 2016/679 (GDPR).
Art. 1.12 « Force Majeure » has the meaning given to it in Article 15 of these Terms.
Art. 2.1 These GTS apply to all brokerage, intermediation, advisory, representation and assistance services provided by SYB AG, unless otherwise agreed in writing and signed by a duly authorised representative of SYB AG.
Art. 2.2 In the event of any conflict between these GTS and the specific terms of a Mandate, contract or engagement letter signed by the parties, such specific terms shall prevail.
Art. 2.3 The applicable GTS are those in force on the date of signature of the Mandate or contract. SYB AG reserves the right to amend the GTS at any time for future relationships.
Art. 2.4 Any general terms of the Client, in particular purchasing terms, are expressly excluded, save prior written acceptance by SYB AG.
Art. 3.1 SYB AG acts as a maritime broker within the meaning of Articles 412 et seq. of the Swiss Code of Obligations (CO), i.e. as an independent intermediary tasked with bringing the parties together, without being a party to the transaction itself, save express agreement.
Art. 3.2 SYB AG is neither the owner of the Yacht, nor the seller, nor the buyer, nor the charterer, nor the owner-lessor, save express written agreement. SYB AG is in principle not a party to the MOA and assumes no proper obligation in respect of the sale, save when acting as escrow agent where expressly agreed.
Art. 3.3 SYB AG does not provide any tax, customs, legal, wealth, financial, technical, insurance or regulatory compliance advice. The Client shall consult competent professionals of its own choice prior to any decision.
Art. 3.4 The Client expressly authorises SYB AG to represent simultaneously a Seller and a Buyer in the same transaction (dual brokerage) and to receive, as the case may be, a commission from each party. The Client waives any objection based on this ground alone.
Art. 3.5 SYB AG may resort to employees, subcontractors, agents or external providers for the performance of its assignments, under its responsibility.
Art. 4.1 The assignments entrusted to SYB AG shall be documented by a written Mandate signed by the parties, specifying in particular the Yacht concerned, the asking or target price, the duration, whether exclusivity applies, the Commission and any expenses.
Art. 4.2 Unless otherwise agreed, the Mandate is deemed non-exclusive. In case of an exclusive Mandate, the Client shall refrain from entrusting the same assignment to any other intermediary for its duration. Any sale or acquisition concluded in breach of exclusivity shall automatically entitle SYB AG to the agreed Commission, increased by a contractual penalty of twenty-five per cent (25 %) of such Commission, without prejudice to additional damages.
Art. 4.3 The Mandate is entered into for the duration set out therein. Failing which, it is deemed concluded for twelve (12) months. Unless terminated by registered letter served at least thirty (30) days before expiry, the Mandate is tacitly renewed for equivalent periods.
Art. 4.4 In case of termination or expiry of the Mandate, the Commission remains due if the transaction is concluded within twenty-four (24) months following the end of the Mandate with any person — Seller, Buyer, intermediary or affiliate — presented, contacted or introduced by SYB AG during the Mandate.
Art. 4.5 The Client undertakes to forward to SYB AG, without delay, any request, offer or communication received directly in relation to the Yacht during the Mandate.
Art. 5.1 Descriptions, photographs, videos, technical specifications, inventories, plans and other information regarding a Yacht are supplied by the Seller or obtained from third parties. SYB AG transmits them « as is », without verification, and gives no warranty, express or implied, as to their accuracy, completeness or timeliness.
Art. 5.2 SYB AG does not warrant the condition of the Yacht, its operation, its compliance with applicable regulations or its fitness for any particular purpose. It is the Buyer’s sole responsibility to carry out the inspections, sea trials and Surveys it deems necessary before any commitment.
Art. 5.3 The Seller warrants to SYB AG the accuracy and completeness of the information provided and undertakes to indemnify SYB AG against any and all consequences, in principal, interest and costs, arising directly or indirectly from any inaccuracy or omission.
Art. 5.4 The Yacht is sold « as is, where is », as seen and accepted by the Buyer. Save express written provision in the MOA, Articles 197 et seq. CO on the warranty for defects are, to the fullest extent permitted by law, expressly excluded. No warranty of quality, seaworthiness, fitness for purpose or absence of defects is owed, whether by SYB AG or by the Seller.
Art. 6.1 Prices communicated by SYB AG are expressed excluding taxes, VAT, customs duties and accessory expenses (registration, transportation, storage, surveys, agents’ fees, etc.), unless expressly stated otherwise.
Art. 6.2 SYB AG’s Commission is set out in the Mandate. Unless otherwise agreed, it is owed by the Seller at the standard rate of ten per cent (10 %) of the net sale price, with a minimum Commission of EUR 15,000. Under a buyer’s Mandate, the Commission is owed by the Buyer and set out in the Mandate.
Art. 6.3 The Commission is earned by SYB AG upon signature of the MOA (or any equivalent contract) between the parties presented or introduced by SYB AG, regardless of the actual delivery date of the Yacht.
Art. 6.4 The Commission remains due, in whole or in part, in the following cases: (i) termination, cancellation or non-performance of the MOA due to Seller’s or Buyer’s fault; (ii) conclusion of a transaction at a price lower than the asking price, in which case the Commission is calculated on the actual agreed price; (iii) conversion of the transaction into another form of contract (leasing with purchase option, charter-to-buy, contribution to a company, etc.) relating to the same Yacht with the same counterparty.
Art. 6.5 The Commission is not due if the transaction fails solely due to a serious and imputable breach by SYB AG. The burden of proof lies with the Client.
Art. 6.6 The Commission is payable, by bank transfer, within ten (10) calendar days of MOA signature or of final price payment, whichever comes first. It may be deducted directly by SYB AG from the funds held in Escrow Account, which the parties expressly accept.
Art. 6.7 In case of late payment, default interest at five per cent (5 %) per year shall accrue as of the due date, without prior notice, without prejudice to collection costs and legal fees.
Art. 6.8 Specific expenses incurred by SYB AG at the Client’s request (travel, professional photography, publications, external surveys, legal fees, translation, customs or administrative procedures) shall be re-invoiced in addition to the Commission, on supporting documentation and without mark-up, unless otherwise agreed.
Art. 7.1 Any purchase offer transmitted through SYB AG is firm and binding on the Buyer on its stated terms. It may only be revoked on the conditions expressly set out in the offer itself.
Art. 7.2 The sale is formalised by an MOA signed between Seller and Buyer. Upon request, SYB AG may prepare a draft MOA based on industry standards (MYBA MOA, IYBA POA or equivalent). Drafting, review and legal validation of the MOA remain the responsibility of the parties and their advisors.
Art. 7.3 Unless otherwise agreed, the Buyer pays upon MOA signature a deposit of ten per cent (10 %) of the sale price to the Escrow Account designated by SYB AG. The deposit is non-refundable, save in the cases expressly provided in the MOA (Seller’s default, Survey result rejected by the Buyer within the MOA’s terms, or refused registration under the agreed flag for reasons not attributable to the Buyer).
Art. 7.4 In case of Buyer withdrawal outside the cases foreseen by the MOA, the deposit is forfeited to the Seller, without prejudice to additional damages and to the Commission owed to SYB AG.
Art. 8.1 The Buyer may, at its sole cost and risk, arrange for a Survey and a sea trial of the Yacht, on the terms and within the timeframes set out in the MOA. Absent contractual timing, the inspection shall be completed within fourteen (14) days of MOA signature.
Art. 8.2 Expenses for making the Yacht available for Survey and sea trial (fuel, crew, port, wintering, hauling and re-launching, etc.) are borne by the Buyer, save otherwise agreed in the MOA.
Art. 8.3 Survey results may only be invoked to withdraw from the purchase on the conditions expressly set out in the MOA, in particular where substantial defects materially affect the value or use of the Yacht. Failing written notice of motivated rejection within the MOA’s timeframes, the Survey is deemed accepted and the purchase confirmed as final.
Art. 8.4 SYB AG itself performs no Survey and disclaims any responsibility as to the scope, quality or conclusions of any inspection carried out by third parties.
Art. 9.1 Where SYB AG agrees to act as escrow agent, third-party funds are credited to an Escrow Account separate from SYB AG’s own accounts, opened with a Swiss bank of top standing.
Art. 9.2 Funds are released in accordance with the joint written instructions of the parties or the provisions of the MOA. In case of dispute between Seller and Buyer, SYB AG shall retain the funds until joint written instruction, a final court decision or an enforceable arbitral award is issued.
Art. 9.3 Any interest generated by the funds held in Escrow accrues to SYB AG as additional remuneration for the escrow service, save otherwise agreed.
Art. 9.4 SYB AG assumes no liability in case of failure, insolvency, delay, error or administrative freezing of the depositary bank, nor in case of freezing measures ordered by a competent authority.
Art. 9.5 Bank fees and taxes relating to the Escrow Account are borne by the parties as provided in the MOA, failing which equally.
Art. 10.1 The balance of the price is payable on the date set out in the MOA, into the Escrow Account or directly to the Seller as the MOA provides. Any payment shall be made in immediately available funds.
Art. 10.2 Title to the Yacht passes to the Buyer upon full payment of the price and signature of the Bill of Sale (or equivalent document in accordance with the flag of registration).
Art. 10.3 The risk in the Yacht passes upon physical delivery of the Yacht to the Buyer or its representative, save otherwise agreed in the MOA. From that date, the Buyer assumes all risks of loss, damage, theft or depreciation.
Art. 10.4 The Buyer shall take delivery of the Yacht on the agreed date and place. Any delay shall entail, at the Buyer’s expense, storage, insurance, crew, mooring and preservation costs, together with default interest at five per cent (5 %) per year on any amounts due.
Art. 10.5 Delivery deadlines are given for indicative purposes only and their non-observance shall not give rise to cancellation, penalty, damages or indemnity, save gross negligence or wilful misconduct of the Seller duly established.
Art. 11.1 The tax, customs, VAT, TCC (Temporary Customs Clearance), TA (Temporary Admission) regime and any other applicable tax on the transaction, importation, exportation, holding or operation of the Yacht are the sole responsibility of the parties.
Art. 11.2 SYB AG provides no tax or customs advice. The Client undertakes to consult competent tax, customs and legal advisors before any transaction and any decision on the operation of the Yacht.
Art. 11.3 SYB AG shall in no case be liable for present or future tax, customs, administrative or criminal consequences arising from the structure chosen or the operation of the Yacht.
Art. 11.4 Unless otherwise stated, prices are quoted exclusive of VAT. Any applicable VAT is payable by the Buyer in addition to the price. SYB AG’s Commission is invoiced exclusive of VAT, which will be added, where applicable, at the statutory rate in force.
Art. 12.1 The choice of flag of registration, holding structure (owning company, trust, holding, etc.), operating regime (private, commercial, charter) and related documents lies with the Client alone.
Art. 12.2 Upon request, SYB AG may introduce the Client to specialised providers (registries, maritime agents, tax advisors, lawyers, management companies). Such providers act directly vis-à-vis the Client, who remunerates them and bears the consequences of their services.
Art. 12.3 SYB AG assumes no liability regarding the issue, renewal, refusal or withdrawal of authorisations, licences, certificates and registrations required for the operation of the Yacht.
Art. 13.1 It is the Seller’s duty, until transfer of risk, and the Buyer’s duty thereafter, to take out and maintain, at its own cost, the appropriate insurance policies (hull, third-party liability, war risk, crew indemnities, etc.).
Art. 13.2 SYB AG disclaims any liability in case of absence, insufficiency, suspension or nullity of insurance coverage, or refusal of cover by the insurer.
Art. 14.1 Obtaining bank financing or a leasing arrangement is not a condition precedent to the sale, save express provision in the MOA.
Art. 14.2 SYB AG may, on an accessory basis and without any obligation of result, introduce the Client to financial institutions. SYB AG is in no case a party to the financing relationship and assumes no credit brokerage or financial advisory duty.
Art. 15.1 A party’s liability shall not be engaged where non-performance of its obligations results from a Force Majeure event, understood as any event beyond its reasonable control, which it could neither foresee nor avoid, and which renders performance impossible or unreasonably onerous. The following are considered Force Majeure: war, sabotage, terrorism, insurrection, riots, acts or requirements of a governmental authority, court decisions, general strikes, boycotts, epidemics, pandemics, sanitary measures, fires, explosions, floods, storms, earthquakes, natural disasters, large-scale cyberattacks, unavailability of critical systems, international sanctions targeting a party or the Yacht, or any embargo.
Art. 15.2 The party invoking Force Majeure shall notify the other without delay and provide, within a reasonable period, all supporting evidence. Performance deadlines shall be extended by a duration equivalent to the event, plus a reasonable period for resumption.
Art. 15.3 If the Force Majeure event continues for more than three (3) months, either party may terminate the contract without indemnity, by registered letter. Deposits already paid shall not be refunded on this ground, save otherwise provided in the MOA.
Art. 15.4 No indemnity, in particular for delay, shall be due on account of a Force Majeure event.
Art. 16.1 The parties undertake to treat as strictly confidential all non-public information exchanged in the course of their relationship, including in particular: identity of the parties and of their beneficial owners, prices, technical specifications, banking details, commercial documents, contracts and correspondence.
Art. 16.2 This obligation shall remain in force for five (5) years from the end of the contractual relationship, whatever the cause.
Art. 16.3 The following are excluded from this obligation: (i) disclosures required by law, a regulator, a court or an arbitrator; (ii) information that has entered the public domain without fault of the receiving party; (iii) communications to professional advisors bound by secrecy; (iv) information necessary for the performance of the Mandate.
Art. 17.1 SYB AG processes the Client’s personal data in accordance with the Swiss Federal Act on Data Protection (FADP) and, where applicable, Regulation (EU) 2016/679 (GDPR).
Art. 17.2 Personal data are collected and processed for the following purposes: (i) performance of the Mandate and contracts; (ii) compliance with legal and regulatory obligations, in particular AML, sanctions and tax; (iii) commercial and client relationship management; (iv) unless objected to, marketing and promotional activities.
Art. 17.3 The Client has the right to access, rectify, erase, object to, restrict and to portability of its personal data. Such rights may be exercised in writing to SYB AG’s registered address or by email at dpo@swissyachtbrokers.com.
Art. 17.4 Data are retained for as long as necessary for the above purposes and to comply with legal obligations, in particular ten (10) years from the end of the business relationship for AML documents.
Art. 17.5 SYB AG may transfer certain personal data to providers established outside Switzerland or the European Economic Area, subject to appropriate safeguards (standard contractual clauses, adequacy decision, consent).
Art. 18.1 SYB AG is subject, in the context of its financial intermediation and advisory activities, to the obligations arising from AMLA and its implementing ordinances, and to relevant international standards (FATF recommendations).
Art. 18.2 The Client undertakes to provide SYB AG, without delay, with all documents and information required for identification and compliance (KYC), including: identity documents, proof of address, articles of incorporation and commercial register extracts, Form A (beneficial owner) or Form K (domiciliary company), evidence of source of funds, source of wealth declarations, holding structure and organisational chart.
Art. 18.3 SYB AG is entitled to refuse, suspend or terminate any assignment, without indemnity and without any liability, if KYC verifications cannot be duly performed, if the information provided is insufficient, contradictory or doubtful, or if suspicions of money laundering, terrorist financing or sanctions breach arise.
Art. 18.4 SYB AG shall, where applicable, make the communications provided for in Articles 9 and 10a AMLA without incurring any liability in this respect.
Art. 18.5 The Client authorises SYB AG to carry out any useful checks against public or private databases, to consult open-source intelligence and to engage specialised compliance providers.
Art. 19.1 The Client represents and warrants to SYB AG that it is not, directly or indirectly, the object of any economic, financial or trade sanctions imposed by Switzerland (SECO), the European Union, the United States of America (OFAC), the United Kingdom (OFSI) or the United Nations.
Art. 19.2 The Client warrants that the Yacht, the funds used, the beneficial owners, the counterparties and all parties involved in the transaction are not subject to any such sanctions.
Art. 19.3 SYB AG may suspend or terminate any Mandate, without indemnity and without prior notice, whenever performance of its obligations would be likely to expose SYB AG, its directors or staff to a current or future sanctions breach.
Art. 19.4 The Client undertakes to indemnify SYB AG against any consequence, fine, sanction, defence cost and legal fees resulting from an inaccurate representation under this Article.
Art. 20.1 The Client undertakes to comply with all applicable anti-corruption and anti-bribery laws, in particular Articles 322ter et seq. of the Swiss Criminal Code, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act (FCPA).
Art. 20.2 The Client warrants that no payment, advantage, gift or promise has been or will be made, directly or indirectly, in connection with the transaction, to any public or private agent in breach of such laws.
Art. 21.1 The Client expressly undertakes, during the term of the Mandate and for twenty-four (24) months thereafter, not to contact, directly or indirectly, solicit, deal with or conclude any transaction with any person or entity (Seller, Buyer, agent, intermediary, affiliate, advisor) presented, contacted or introduced by SYB AG, without going through SYB AG and paying it the agreed Commission.
Art. 21.2 Any breach of this clause shall entail, as a contractual penalty and without prejudice to additional damages, payment to SYB AG of an amount equal to twice the Commission that would have been due in respect of the transaction.
Art. 21.3 The Client shall procure compliance with this clause by its affiliates, advisors, employees, agents and beneficial owners.
Art. 22.1 The Seller expressly authorises SYB AG to use, on a free and non-exclusive basis, the photographs, videos, plans, brochures, technical descriptions and documents relating to the Yacht, to produce new ones, and to distribute them through any medium (website, listing portals, social media, specialised press) for the purposes of marketing the Yacht and promoting SYB AG’s activity.
Art. 22.2 The Seller warrants to SYB AG that it holds or controls all rights, authorisations and assignments necessary for such use and undertakes to indemnify SYB AG against any related claim or judgment.
Art. 22.3 SYB AG remains exclusive owner of its distinctive signs, denominations, logos, databases, know-how, methods and of any documents produced in the course of its assignment (sale files, brochures, presentations, contact lists). No assignment of these elements is granted to the Client.
Art. 23.1 SYB AG is bound by a duty of best efforts (obligation de moyens) in the performance of its assignments, to the exclusion of any obligation of result.
Art. 23.2 SYB AG disclaims any liability for non-performance, delay or defective performance attributable to a third party, in particular: Seller, Buyer, shipyard, refit yard, carrier, surveyor, maritime agent, administrative authority, bank, insurer, legal or tax advisor, master or crew.
Art. 23.3 SYB AG shall in no event be liable for indirect or immaterial damages, including in particular: loss of use, loss of business, loss of chance, loss of customers, reputational harm, loss of profit, financial, tax or reputational damage.
Art. 23.4 SYB AG’s total and aggregate liability under a Mandate, on all counts combined (contractual, tortious or otherwise), is capped at the amount of the Commission actually collected by SYB AG under such Mandate. Where no Commission has been collected, SYB AG’s liability is capped at CHF 25,000.
Art. 23.5 Any action against SYB AG shall be brought within twelve (12) months of the triggering event, on pain of forfeiture.
Art. 24.1 The Client may not assign, transfer or delegate, in whole or in part, its rights or obligations under the Mandate or the contract without SYB AG’s prior written consent.
Art. 24.2 SYB AG may assign or subcontract all or part of its obligations to any affiliated company or competent third party, under its responsibility.
Art. 25.1 Any notice shall be validly given at the addresses set out in the Mandate, by registered letter with acknowledgment of receipt, by international courier or by email with read receipt or delivery acknowledgment.
Art. 25.2 The parties shall notify each other without delay of any change of address or contact details. Failing which, notice sent to the last known address shall be deemed validly given.
Art. 26.1 Any amendment, addition, derogation or waiver of these GTS or of the Mandate requires a writing signed by an authorised representative of each party. Failure by SYB AG to react to a breach by the Client shall not amount to a waiver of its right to invoke it.
Art. 27.1 These GTS, together with the Mandate, the MOA and their annexes, constitute the entire agreement between the parties. They supersede any prior negotiation, correspondence, promise or agreement, whether written or oral, in relation to the same subject matter.
Art. 28.1 The original of these GTS is drafted in French, which alone shall prevail between the parties. Translations into English, Italian, German or any other language are provided for convenience only and have no contractual value.
Art. 29.1 If any provision of these GTS is held to be void, unlawful, unenforceable or inapplicable by a final court decision, the remaining provisions shall remain in full force.
Art. 29.2 The parties undertake to negotiate in good faith a replacement provision producing, to the fullest extent permitted by law, effects as close as possible to those of the invalid provision.
Art. 30.1 These GTS, together with any Mandate, brokerage contract, MOA or any other contract concluded by or through SYB AG, shall be exclusively governed by Swiss law, to the exclusion of its conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Art. 31.1 Any dispute, difference or claim, present or future, relating to these GTS, their validity, interpretation, performance or termination, and to any related Mandate or contract, shall be subject to the exclusive jurisdiction of the ordinary courts of the Canton of Zug (Switzerland), subject to appeal to the Swiss Federal Court.
Art. 31.2 SYB AG shall however retain the right to bring proceedings before any other competent court under the general rules of jurisdiction, in particular the court of the Client’s domicile, the court of the place where the Yacht is located, or any court where interim measures may be required.
By signing the Mandate, the brokerage contract, the MOA or any other contractual document with SYB AG, or by confirming in writing acceptance of an offer transmitted by SYB AG, the Client acknowledges having read, understood and unreservedly accepted these General Terms of Service.
SYB AG · GTS · 2026 Edition · Drafted in English
