Code word for this Charter Party Issued December 1984
EXHIBIT
10.1
As
security for the correct fulfilment of this Agreement the Buyers shall
pay a
deposit of 10% (ten per cent) of the Purchase Price within
banking days
from the date of this Agreement.
This deposit shall be placed with and
held by them in a-joint account for the Sellers and the Buyers, to be released
in accordance with joint written instructions of the Sellers and the Buyers.
Interest, if any, to be credited to the Buyers. Any fee charged for holding
the
said deposit shall be borne equally by the Sellers and the
Buyers.
and
have accepted the Vessel following this inspection and the sale
is
outright
and definite, subject only to the terms and conditions of this
Agreement.
The
Sellers shall provide for inspection of the Vessel at/in
The
Buyers shall undertake the inspection without undue delay to the Vessel.
Should
the Buyers cause undue delay they shall compensate the Sellers for the
losses
thereby incurred The Buyers shall inspect the Vessel without opening up
and
without cost to the Sellers. During the inspection, the Vessel's deck and
engine
log books shall be made available for examination by the Buyers. If the
Vessel
is accepted after such inspection, the sale shall become outright and definite,
subject only to the terms and conditions of this Agreement provided the
Sellers
receive written notice of acceptance from the Buyers within 72 hours after
completion of such inspection.
Should
notice of acceptance of the Vessel's classification records and of the
Vessel
not be received by the Sellers as aforesaid, the deposit together with
interest
earned shall be released immediately to the Buyers, whereafter this Agreement
shall be null and void.
in
the Sellers' option.
Expected
time of delivery:
Date
of cancelling (see Clauses
5 c),
6
b)
(iii)
and 14);
If
this Agreement is maintained with the new cancelling date all other terms
and
conditions hereof including those contained in Clauses 5
a)
and 5
c)
shall remain unaltered and in full force and effect. Cancellation or failure
to
cancel shall be entirely without prejudice to any claim for damages the
Buyers
may have under Clause
14
for the Vessel not being ready by the original cancelling date.
good
at the Sellers' expense to the satisfaction of the Classification Society
without condition/recommendation*.
b)** (i) The
Vessel is to be delivered without drydocking. However, the Buyers shall
have the
right at their expense to arrange for an underwater inspection by a diver
approved by the Classification Society prior to the delivery of the Vessel.
The
Sellers shall at their cost make the Vessel available for such inspection.
The
extent of the inspection and the conditions under which it is performed
shall be
to the satisfaction of the Classification Society. If the conditions at
the port
of delivery are unsuitable for such inspection, the Sellers shall make
the
Vessel available at a suitable alternative place near to the delivery
port.
(ii) If
the rudder, propeller, bottom or other underwater parts below the deepest
load
line are found broken, damaged or defective so as to affect the Vessel's
class;
then unless repairs can be carried out afloat to the satisfaction of the
Classification Society, the Sellers shall arrange for the Vessel to be
drydocked
at their expense for inspection by the Classification Society of the Vessel's
underwater parts below the deepest load line, the extent of the inspection
being
in accordance with the Classification Society's rules. If the rudder, propeller,
bottom or other underwater parts below the deepest load line are found
broken,
damaged, or defective so as to affect the Vessel's class, such defects
shall be
made good by the Sellers at their expense to the satisfaction of the
Classification Society without condition/recommendation*. In such event
the
Sellers are to pay also for the cost of the underwater inspection and the
Classification Society's attendance.
(iii) if
the Vessel is to be drydocked pursuant to
Clause 6: b) (ii)
and no suitable drydocking facilities are available at the port of delivery,
the
Sellers shall take the Vessel to a port where suitable drydocking facilities
are
available, whether within or outside the delivery range as per
Clause
5 b).
Once drydocking has taken place the Sellers shall deliver the Vessel at
a port
within the delivery range as per Clause
5 b)
which shall, for the purpose of this Clause, become the new port of delivery.
In
such event the cancelling date provided for in Clause
5 b))
shall be extended by the additional time required for the drydocking and
extra
steaming, but limited to a maximum of 14 running days.
(i) the
Classification Society may require survey of the tailshaft system, the
extent of
the survey being to the satisfaction of the Classification surveyor. If
such
survey is not required by the Classification Society, the Buyers shall
have the
right to require the tailshaft to be drawn and surveyed by the Classification
Society, the extent of the survey being in accordance with the Classification
Society's rules for tailshaft survey and consistent with the current stage
of
the Vessel's survey cycle. The Buyers shall declare whether they require
the
tailshaft to be drawn and surveyed not later than by the completion of
the
inspection by the Classification Society. The drawing and refitting of
the
tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft
system be condemned or found defective so as to affect the Vessel's class
those
parts shall be renewed or made good at the Sellers' expense to the satisfaction
of the Classification Society without
condition/recommendation*.
(ii) the
expenses relating to the survey of the tailshaft system shall be borne
by the
Buyers unless the Classification Society requires such survey to be carried
out,
in which case the Sellers shall pay these expenses. The Sellers shall also
pay
the expenses if the Buyers require the survey and parts of the system are
condemned or found defective or broken so as to affect the Vessel's
class*.
(iii) the
expenses in connection with putting the Vessel in and taking her out of
drydock,
including the drydock dues and the Classification Society's fees shall
be paid
by the Sellers if the Classification Society issues any
condition/recommendation* as a result of the survey or if it requires survey
of
the tailshaft system. In all other cases the Buyers shall pay the aforesaid
expenses, dues and fees.
(iv) the
Buyers' representative shall have the right to be present in the drydock,
but
without interfering with the work or decisions of the Classification
surveyor.
(v) the
Buyers shall have the right to have the underwater parts of the Vessel
cleaned
and painted at their risk and expense without interfering with the Sellers'
or
the Classification surveyor's work, if any, and without affecting the Vessel's
timely delivery. If, however, the Buyers' work in drydock is still in progress
when the Sellers have completed the work which the Sellers are required
to do,
additional docking time needed to complete the Buyers’ work shall be for the
Buyers' risk and expense. In the event that the Buyers' work requires such
additional time, the Sellers may upon completion of the
Sellers'
work tender Notice of Readiness for delivery whilst the Vessel is still
in
drydock and the Buyers shall be obliged to take delivery in accordance
with
Clause
3.
whether the Vessel is in drydock or not and irrespective of
Clause
5 b).
The
Sellers have the right to take ashore crockery, plates, cutlery, linen
and other
articles bearing the Sellers' flag or name, provided they replace same
with
similar unmarked items. Library, forms, etc.; exclusively for use in the
Sellers’ vessel(s), shall be excluded without compensation. Captain's, Officers'
and Crew's personal belongings including the slop chest are to be excluded
from
the sale, as well as the following additional items (including items on
hire):
The
Buyers shall take over the remaining bunkers and unused lubricating oils
in
storage tanks and sealed drums and pay the current net market price (excluding
barging expenses) at the port and date of delivery of the
Vessel.
Payment
under this Clause shall be made at the same time and place and in the same
currency as the Purchase Price.
At
the time of delivery the Sellers shall hand to the Buyers the classification
certificate(s) as well as all plans etc., which are on board the Vessel.
Other
certificates which are on board the Vessel shall also be handed over to
the
Buyers unless the Sellers are required to retain same, in which case the
Buyers
to have the right to take copies. Other technical documentation which may
be in
the Sellers' possession shall be promptly forwarded to the Buyers at their
expense, if they so request. The Sellers may keep the Vessel's log books
but the
Buyers to have the right to take copies of same.
Upon
delivery the Buyers undertake to change the name of the Vessel and alter
funnel
markings.
Should
the deposit not be paid in accordance with Clause
2,
the Sellers have the right to cancel this Agreement, and they shall be
entitled
to claim compensation for their losses and for all expenses incurred together
with interest.
Readiness
given, the Buyers shall retain their option to cancel. In the event that
the
Buyers elect to cancel this Agreement the deposit together with interest
earned
shall be released to them immediately.
After
this Agreement has been signed by both parties and the deposit has been
lodged,
the Buyers have the right to place two representatives on board the Vessel
at
their sole risk and expense upon arrival at on or
about
These
representatives are on board for the purpose of familiarisation and in
the
capacity of observers only, and they shall not interfere-in any respect
with the
operation of the Vessel. The Buyers' representatives shall sign the Sellers'
letter of indemnity prior to their embarkation.
The
proceedings shall be conducted in accordance with the rules of the Society
of
Maritime Arbitrators, Inc. New York.
The
laws of shall govern this Agreement.
Code
word for this Charter Party
“SHELLTIME
4”
Issued
December 1984
|
|
|
|
December
|
|
|
IT
IS THIS DAY AGREED between ▇▇▇▇▇▇▇
VESSEL LIMITED PARTNERSHIP, A CALIFORNIAN PARTNERSHIP
of
CALIFORNIA (hereinafter
referred to as "Owners"), being owners of the good vessel called
M/T
"BRALI" T.B.R, "CHAMPION BRALI" (hereinafter
referred to as "the vessel") described as per Clause 1 hereof
and
CHAMPION
SHIPPING A/S
of BERGEN,
NORWAY (hereinafter
referred to as "Charterers"):
|
|
|
Description
and Condition of
Vessel
|
1. At
the date of delivery of the vessel under this charter
(a) she
shall be classed: DNV
1A1 TANKER FOR OIL AND CAUSTIC SODA ESP EO INERT
(b) she
shall be in every way fit to carry crude petroleum and/or its
products;
(c) she
shall be tight, staunch, strong, in good order and condition,
and in every
way fit for the service, with her machinery, boilers, hull and
other
equipment (including but not limited to hull stress calculator
and radar)
in a good and efficient state:
(d) her
tanks, valves and pipelines shall be oil-tight;
(e) she
shall be in every way fitted for burning
at
sea - fueloil with a maximum viscosity of Centistokes at 50 degrees
Centigrade/any commercial grade of fueloil ("ACGFO") for main
propulsion,
marine diesel oil/ACGFO for auxiliaries
in
port - marine diesel oil/ACGFO for auxiliaries;
(f) she
shall comply with the regulations in force so as to enable her
to pass
through the Suez and Panama Canals by day and night without delay;
(g)
she shall have on board all certificates, documents and equipment
required
from time to time by any applicable law to enable her to perform
the
charter service without delay;
(h)
she shall comply with the description in
|
|
Shipboard
Personnel and their Duties
|
2. (a) At
the date of delivery of the vessel under this charter
(i) she
shall have a full and efficient complement of master, officers
and crew
for a vessel of her tonnage, who shall in any event be not less
than the
number required by the laws of the flag state and who shall be
trained to
operate the vessel and her equipment competently and safely;
(ii) all
shipboard personnel shall hold valid certificates of competence
in
accordance with the requirements of the law of the flag
state;
(iii) all
shipboard personnel shall be trained in accordance with the relevant
provisions of the International Convention on Standards of Training,
Certification and Watch keeping for Seafarers,1978;
(iv) there
shall be on board sufficient personnel with a good working knowledge
of
the English language to enable cargo operations at loading and
discharging
places to be carried out efficiently and safely and to enable
communications between the vessel and those loading the vessel
or
accepting discharge there from to be carried out quickly and
efficiently
|
|
Duty
to Maintain
|
3. (i) Throughout
the charter service Owners CHARTERERS shall,
whenever the passage of time, wear and tear or any event (whether
or not
corning within Clause 27 hereof) requires steps to be taken to
maintain or
restore the conditions stipulated in Clauses 1 and 2(a), exercise
due
diligence so to maintain or restore the vessel.
|
|
|
|
|
Period
Trading Limits
|
4. Owners
agree to let and Charterers agree to hire the vessel for a period
of
5
YEARS commencing
from the time and date of delivery of the vessel, for the purpose
of
carrying all lawful merchandise (subject always to Clause 28)
Charterers
shall use due diligence to ensure that the vessel is only employed
between
and at safe places (which expression when used in this charter
shall
include ports, berths, wharves, docks, anchorages, submarine
lines,
alongside vessels or lighters, and other locations including
locations at
sea) where she can safely lie always afloat. Notwithstanding
anything
contained in this or any other clause of this charter. Charterers
do not
warrant the safety of any place to which they order the vessel
and shall
be under no liability in respect thereof except for loss or damage
caused
by their failure to exercise due diligence as aforesaid. Subject
as above,
the vessel shall be loaded and discharged at any places as Charterers
may
direct, provided that Charterers shall exercise due diligence
to ensure
that any ship-to-ship transfer operations shall conform to standards
not
less than those set out in the latest published edition of the
ICS/OCIMF
Ship-to-Ship Transfer Guide.
|
|
Laydays/
Cancelling
|
5. The
vessel shall not be delivered to Charterers before 15TH
JANUARY 2006 and
Charterers shall have the option of cancelling this charter if
the vessel
is not ready and at their disposal on or before 15TH
FEBRUARY 2006
|
|
|
|
|
Charterers
to Provide
|
7.
Charterers
shall provide and pay for all fuel AND
ALL COSTS RELATED TO THEIR CHOSEN MANAGER'S RUNNING OF THE
VESSEL (except
fuel used for domestic services), towage and pilotage and shall
pay agency
fees, port charges, commissions, expenses of loading and unloading
cargoes, canal dues and
|
|
Rate
of Hire
|
8. Subject
as herein provided, Charterers shall pay for the use and hire
of the
vessel at the rate of AGREED
IN CLAUSE 44 per
day, and pro rata for any part of a day, from the time and date
of her
delivery (
|
|
Payment
of Hire
|
9. Subject
to Clause 3(iii), payment of hire shall be made in immediately
available
funds to: COMERCIA BANK,
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇
Account 1891533166
- ABA#▇▇▇▇▇▇▇▇▇ - SWIFT CODE: ▇▇▇▇▇▇▇▇
IN
FAVOUR OF: PLM INTERNATIONAL, INC. - AS AGENTS in
per
|
|
|
|
|
|
|
|
|
|
|
In
default of such proper and timely payment,
|
|
|
(a) Owners
shall notify Charterers of such default and Charterers shall
within seven
days of receipt of such notice pay to Owners the amount due including
interest, failing which Owners may withdraw the vessel from the
service of
Charterers without prejudice to any other rights Owners may have
under
this charter or otherwise; and
|
|
|
(b) Interest
on any amount due but not paid on the due date shall accrue from
the day
after that date up to and including the day when payment is made,
at a
rate per annum which shall be 1% above the U.S. Prime Interest
Rate as
published by the Chase Manhattan Bank in New York at 12.00 New
York time
on the due date.
|
|
|
or,
if no such interest rate is published on that day, the interest
rate
published on the next preceding day on which such a rate was
so published,
computed on the basis of a 360 day year of twelve 30-day months,
compounded semi-annually.
|
|
|
Space
Available to
|
10. The
whole reach, burthen and decks of the vessel and any passenger
accommodation (including Owners'
suite) shall be at Charterers' disposal,
|
|
|
|
|
|
|
|
Bills
of Lading
|
13. (a) The
master (
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bunkers
at Delivery and Redelivery
|
15. Charterers
shall accept and pay for all bunkers AND
UNUSED LUBEOILS IN STORAGE TANKS AND
SEALED DRUMS on
board at the time of delivery, and Owners shall on redelivery
(whether it occurs at the end of the charter period or on the
earlier
termination of this charter) accept and
pay for all bunkers remaining on board, at the then-current market
prices
at the port of delivery or redelivery, as
the case may be, or if such prices are not available payment
shall be at
the then-current market prices at the nearest port at which such
prices
are available; provided that if delivery or redelivery does not
take place
in a port payment shall be at the price paid at the vessel's
last port of
bunkering before delivery or redelivery, as the case may be.
|
|
|
|
|
|
|
|
|
|
|
Sub-letting
|
18. Charterers
may sub-let the vessel, but shall always remain responsible to
Owners for
due fulfilment of this charter. SEE
ALSO CLAUSES 46 AND 62.
|
|
|
|
|
Loss
of Vessel
|
20. Should
the vessel be lost, this charter shall terminate and hire shall
cease at
noon on the day of her loss; should the vessel be a constructive
total
loss, this charter shall terminate and hire shall cease at noon
on the day
on which the vessel's underwriters agree that the vessel is a
constructive
total loss; should the vessel be missing, this charter shall
terminate and
hire shall cease at noon on the day on which she was last heard
of. Any
hire paid in advance and not earned shall be returned to Charterers
and
Owners shall reimburse Charterers for the value of the estimated
quantity
of bunkers on board at the time of termination, at the price
paid by
Charterers at the last bunkering port.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Periodical
Drydocking
|
22. (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ship
Inspection
|
23.
|
|
|
|
|
(ii) that
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
||
|
|
|
|
|
|
Salvage
|
25. Subject
to the provisions of Clause 21 hereof, all loss of time and all
expenses (
excluding any damage to or loss of the vessel or tortious liabilities
to
third parties) incurred in saving or attempting to save life
or in
successful or unsuccessful attempts at salvage shall be borne
equally by
Owners and Charterers provided that
All
salvage and all proceeds from derelicts shall be divided
|
|
Lien
|
26. Owners
shall have a lien upon all cargoes and all freights, sub-freights
and
demurrage for any amounts due under this charter: and Charterers
shall
have a lien on the vessel for all monies paid in advance and
not earned,
and for all claims for damages arising from any breach by Owners
of this
charter.
|
|
Exceptions
|
27. (a) The
vessel, her master and Owners shall not, unless otherwise in
this charter
expressly provided, be liable for any loss or damage or delay
or failure
arising or resulting from any act, neglect or default of the
master,
pilots, mariners or other servants of Owners in the navigation
or
management of the vessel: fire, unless caused by the actual fault
or
privity of Owners; collision or stranding; dangers and accidents
of the
sea; explosion, bursting of boilers, breakage of shafts or any
latent
defect in hull, equipment or machinery: provided, however, that
Clauses 1
, 2, 3 and 24 hereof shall be unaffected by the foregoing. Further,
neither the vessel, her master or Owners, nor Charterers shall,
unless
otherwise in this charter expressly provided, be liable for any
loss or
damage or delay or failure in performance hereunder arising or
resulting
from act of God, act of war, seizure under legal process, quarantine
restrictions, strikes, lock-outs, riots, restraints of labour,
civil
commotions or arrest or restraint of princes, rulers or
people.
(b) The
vessel shall have liberty to sail with or without pilots, to
tow or go to
the assistance of vessels in distress and to deviate for the
purpose of
saving life or property,
(c) Clause
27(a) shall not apply to or affect any liability of Owners or
the vessel
or any other relevant person in respect of
(i) loss
or damage caused to any berth, jetty, dock, dolphin, buoy, mooring
line,
pipe or crane or other works or equipment whatsoever at or near
any place
to which the vessel may proceed under this charter, whether or
not such
works or equipment belong to Charterers, or
(ii) any
claim (whether brought by Charterers or any other person) arising
out of
any loss of or damage to or in connection with cargo. All such
claims
shall be subject to the Hague-Visby Rules or the Hague Rules,
as the case
may be, which ought pursuant to Clause 38 hereof to have been
incorporated
in the relevant ▇▇▇▇ of lading (whether or not such Rules were
so
incorporated) or, if no such ▇▇▇▇ of lading is issued, to the
Hague-Visby
Rules,
(d) In
particular and without limitation, the foregoing subsections
(a) and (b)
of this Clause shall not apply to or in any way affect any provision
in
this charter relating to off-hire or to reduction of
hire.
|
|
Injurious
Cargoes
|
28. No
acids, explosives or cargoes injurious to the vessel shall be
shipped and
without prejudice to the foregoing any damage to the vessel caused
by the
shipment of any such cargo, and the time taken to repair such
damage,
shall be for Charterers' account. No voyage shall be undertaken,
nor any
goods or cargoes loaded, that would expose the vessel to capture
or
seizure by rulers or governments.
|
|
Grade
of Bunkers
|
29. Charterers
shall supply marine diesel oil/fuel oil with a maximum viscosity
of
Centistokes at 50 degrees Centigrade/ACGFO for main propulsion
and diesel
oil/ACGFO for the auxiliaries. If Owners require the vessel to
be supplied
with more expensive bunkers they shall be liable for the extra
cost
thereof.
Charterers
warrant that all bunkers provided by them in accordance herewith
shall be
of a quality complying with the International Marine Bunker Supply
Terms
and Conditions of Shell International Trading Company and with
its
specification for marine fuels as amended from time to time.
|
|
|
|
|
Laying-up
|
31. Charterers
shall have the option, after consultation with Owners, of requiring
Owners
to lay up the vessel at a safe place nominated by Charterers.
,
|
|
Requisition
|
32. Should
the vessel be requisitioned by any government, de facto or de
jure, during
the period of this charter, the vessel shall be off-hire during
the period
of such requisition, and any hire paid by such government in
respect of
such requisition period shall be for Owners' CHARTERERS
account. Any such requisition period shall count as part of the
charter
period.
|
|
|
|
|
|
|
|
|
|
|
Both
to Blame Collision Clause
|
36. If
the liability for any collision in which the vessel is involved
while
performing this charter fails to be determined in accordance
with the laws
of the United States of America, the following provision shall
apply:
"If
the ship comes into collision with another ship as a result of
the
negligence of the other ship and any act, neglect or default
of the
master, mariner, pilot or the servants of the carrier in the
navigation or
in the management of the ship, the owners of the cargo carried
hereunder
will indemnify the carrier against all loss, or liability to
the other or
non-carrying ship or her owners in so far as such loss or liability
represents loss of, or damage to, or any claim whatsoever of
the owners of
the said cargo, paid or payable by the other or non-carrying
ship or her
owners to the owners of the said cargo and set off, recouped
or recovered
by the other or non-carrying ship or her owners as part of their
claim
against the carrying ship or carrier."
"The
foregoing provisions shall also apply where the. owners, operators
or
those in charge of any ship or ships or objects other than, or
in addition
to, the colliding ships or objects are at fault in respect of
a collision
or contact."
|
|
Charterers
shall procure that all bills of lading issued under this charter
shall
contain a provision in the foregoing terms to be applicable where
the
liability for any collision in which the vessel is involved falls
to be
determined in accordance with the laws of the United States of
America.
|
|
|
New
▇▇▇▇▇ Clause
|
37. General
average contributions shall be payable according to the York/Antwerp
Rules, 1974 AS
AMENDED IN 1994
,
and shall be adjusted in London in accordance with English law
and
practice but should adjustment be made in accordance with the
law and
practice of the United States of America, the following provision
shall
apply:
"In
the event of accident, danger, damage or disaster before or after
the
commencement of the voyage, resulting from any cause whatsoever,
whether
due to negligence or not, for which, or for the consequence of
which, the
carrier is not responsible by statute, contract or otherwise,
the cargo,
shippers, consignees or owners of the cargo shall contribute
with the
carrier in general average to the payment of any sacrifices,
losses or
expenses of a general average nature that may be made or incurred
and
shall pay salvage and special charges incurred in respect of
the cargo."
"If
a salving ship is owned or operated by the carrier, salvage shall
be paid
for as fully as if the said salving ship or ships belonged to
strangers.
Such deposit as the carrier or his agents may deem sufficient
to cover the
estimated contribution of the cargo and any salvage and special
charges
thereon shall, if required, be made by the cargo, shippers, consignees
or
owners of the cargo to the carrier before delivery,"
Charterers
shall procure that all bills of lading issued under this charter
shall
contain a provision in the foregoing terms, to be applicable
where
adjustment of general average is made in accordance with the
laws and
practice of the United States of America.
|
|
Clause
Paramount
|
|
|
▇▇▇▇▇▇▇
|
▇▇.
(ii) properly
entered in
P&I
Club
and
will so remain during the currency of this charter.
|
|
Export
Restrictions
|
40. The
master shall not be required or bound to sign bills of lading
for the
carriage of cargo to any place to which export of such cargo
is prohibited
under the laws, rules or regulations of the country in which
the cargo was
produced and/or shipped
Charterers
shall procure that all bills of lading issued under this charter
shall
contain the following clause:
|
|
"If
any laws rules or regulations applied by the government of the
country in
which the cargo was produced and/or shipped, or any relevant
agency
thereof, impose a prohibition on export of the cargo to the place
of
discharge designated in or ordered under this ▇▇▇▇ of lading,
carriers
shall be entitled to require cargo owners forthwith to nominate
an
alternative discharge place for the discharge of the cargo, or
such part
of it as may be affected, which alternative place shall not be
subject to
the prohibition, and carriers shall be entitled to accept orders
from
cargo owners to proceed to and discharge at such alternative
place. If
cargo owners fail to nominate an alternative place within 72
hours after
they or their agents have received from carriers notice of such
prohibition, carriers shall be at liberty to discharge the cargo
or such
part of it as may be affected by the prohibition at any safe
place on
which they or the master may in their or his absolute discretion
decide
and which is not subject to the prohibition, and such discharge
shall
constitute due performance of the contract contained in this
▇▇▇▇ of
lading so far as the cargo so discharged is concerned".
|
|
|
The
foregoing provision shall apply mutatis mutandis to this charter,
the
references to a ▇▇▇▇ of lading being deemed to be references
to this
charter.
|
|
|
Law
and Litigation
|
41. (a) This
charter shall be construed and the relations between the parties
determined in accordance with
the laws of England.
|
|
(b) Any
dispute arising under this charter shall be decided by the English
Courts
to whose jurisdiction the parties hereby agree.
|
|
|
(c) Notwithstanding
the foregoing, but without prejudice to any party's right to
arrest or
maintain the arrest of any maritime property, either party may,
by giving
written notice of election to the other party, elect to have
any such
dispute referred to the arbitration of a single arbitrator in
London in
accordance with the provisions of the Arbitration ▇▇▇ ▇▇▇▇, or
any
statutory modification or re-enactment thereof for the time being
in
force.
|
|
|
(i) A
party shall lose its right to make such an election only
if:
|
|
|
(a) it
receives from the other party a written notice of dispute which
|
|
|
(1) states
expressly that a dispute has arisen out of this
charter:
|
|
|
(2) specifies
the nature of the dispute: and
|
|
|
(3) refers
expressly to this clause 41(c)
|
|
|
and
|
|
|
(b) it
fails to give notice of election to have the dispute referred
to
arbitration not later than 30 days from the date of receipt of
such notice
of dispute.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
42. The
side headings have been included in this charter for convenience
of
reference and shall in no way affect
the construction hereof.
|
|
RIDER
CLAUSES 43-67 AS ATTACHED HERETO TO BE INCORPORATED IN THIS TIME
CHARTER
PARTY.
|
|
OWNERS:
|
TIME
CHARTERERS:
|
||
|
CHAMPION
SHIPPING AS
|
|||
|
/s/
illegible
|
|
This
Charter Party is a computer generated copy of the SHELLTIME4
Charter Party
form, printed using software which is the copyright of Strategic
Software
Limited.
|
|
|
This
is a precise copy of the original document which can be modified,
amended
or added to only by the striking out of original characters,
or the
insertion of new characters, such characters being clearly highlighted
by
underlining or use of colour or use of a larger font and marked
as having
been made by the licensee or end user as appropriate and not
by the
author.
|
SHELLTIME
4 RIDER CLAUSES "BRALI" TBR. "CHAMPION BRALI"
43. TRADING
LIMITS CLAUSE
World-wide
within the British Institute Warranty Limits, as may be revised from time
to
time to time, or within the limits applying in Charterers' insurances in
effect
from time to time, however excluding any war zones and any other areas
to which
restrictions may be imposed by the United Nations or the flag state. The
Charterers may be allowed to breach the trading limits as described above
subject to the Charterers paying any extra insurance premium supported
by
vouchers from Charterers' underwriters.
44. RATE
OF HIRE
Subject
to the terms and conditions of the Charter Ancilliary Agreement, the Charterers
shall pay
for
the use of the vessel in accordance with the terms of this Charter Party
a daily
rate in US
Dollars consisting of two components, a 'financial element' of US$14,500.-
per
day and an
'operating element' estimated at US$5,500.- per day giving a total rate
of
US$20,000.- per day.
Out
of this gross amount Charterers are to deduct at source 2 % brokerage which
they are
to
pay directly to the brokers involved in accordance with clause 66. of this
Charter-party. This
charter is 'hell or high water' meaning the vessel is on charter 365 days
per
annum with there being no offhire.
The
vessel is chartered with an estimated operating expense of US$5,500 per
day. If
the overall
operating expense is lower than said amount then Owners to refund to Charterers
the difference
between actual amount and the afore stated amount. Reconciliation of accounts
to be
completed on a quarterly basis based on the submitted account from the
Management company.
If
the
vessel's operating expenses exceed US$5,500.- per day then Charterers to
make
Owners whole
for
any difference. This amount to be settled on a quarterly basis based on
submitted accounts
from the Management.
If
the
budgeted operating expenses alter either higher or lower by a margin of
10% from
the agreed
US$5,500.- (i.e. above US$6,050.- per day or below US$4,950.- per day)
then hire
for the
subsequent period up until the next reconciliation to be adjusted
accordingly.
45. OPTIONS
Non-applicable.
46. CHANGE
OF OWNERSHIP CLAUSE
The
Owners agree not to sell the Vessel during the currency of this Time Charter
without the written approval of the Charterers which approval may be withheld
in
the Charterers' sole discretion. For purposes of this Clause 46, any sale,
assignment, transfer, conveyance or disposition of the shares of the Owners,
directly or indirectly through intermediate holding companies, to any third
party not controlled, shall be deemed a sale of the Vessel.
47. CHANGE
OF CLASSIFICATION SOCIETY
The
Charterers shall have the right to change the Vessel's classification society
to
another classification society being a member of the IACS, subject to obtaining
the prior written approval of the Owners, which approval may be withheld
in the
Owners' sole discretion.
SHELLTIME
4 RIDER CLAUSES "BRALI" TBR. "CHAMPION BRALI"
48. HOUSE
FLAG
The
Charterers and any sub-Charterers shall be allowed to fly their house flag
and
to paint the Vessel's funnel with their own colours, if desired, at Charterers'
expense.
49. FLAG
CLAUSE
The
Vessel will fly the flag of ▇▇▇▇▇▇▇▇ Island with the right of the Charterers
to
have title to the Vessel registered in any other register at any time at
Charterers
cost and
expense also with regard to higher operating costs incurred thereby. A
change of
flag must be approved by the Owners, Owners approval not to be unreasonably
withheld.
50. ADDITIONAL
SMALL EQUIPMENT CLAUSE
The
Charterers shall be at liberty to supplement lines and mooring wires, to
fit any
additional pumps and/or other vessel gear beyond what is on board at the
commencement of the Charter, and to make the necessary connections with
hydraulic, steam or water pipes. Such work to be done at their expense,
and such
pumps and/or gear so fitted to be considered their property, and the Charterers
shall be at liberty to remove it a their expense and time during or at
the
expiry of this Charter with the Vessel to be left in her original condition.
Such additions always to be approved by class. The Owners shall, however,
have
the option to take over such additional equipment at a price to be agreed
between Charterers and owners.
|
51.
|
CHANGES/IMPROVEMENTS
NECESSARY FOR THE OPERATION OF THE VESSEL OR IMPOSED BY LEGISLATION
OR
CLASS
|
|
51.1
|
In
the event any improvement, structural change or the installation
of new
equipment is imposed by compulsory legislation and/or class rules,
Charterers shall have the right at their own cost to effect such
improvement, changes or installation, without the Owners'
consent.
|
|
51.2
|
In
the event any improvement, structural change or the installation
of new
equipment is deemed necessary by the Charterers for the continued
operation of the Vessel, Charterers shall have the right at their
own cost
to effect such improvement, changes or installation, with the
Owners'
consent which shall not unreasonably be
withheld.
|
|
51.3
|
The
Owners have to be notified in writing in advance by the Charterers
about
any changes and/or improvements as per clauses 51.1 and
51.2.
|
|
51.4.
|
Any
change, improvement or installation made pursuant to this Clause
51 shall
become the property of Owners.
|
|
51.5
|
Nothing
in this Clause 51 shall be construed as to impose any obligation
on the
Owners to effect any improvement or structural change with respect
to or
install new equipment on the
vessel.
|
52. LIGHTERAGE
Charterer
may require vessel to perform a vessel to vessel lighterage operation at
anchor
or underway off any load or discharge port(s) or any designated lightering
location in the open sea, in which event Charterer will provide the lighter,
fenders, hoses and any other equipment deemed necessary by Charterer. Lighterage
to be conducted always in accordance with OCIMF guidelines.
SHELLTIME
4 RIDER CLAUSES "BRALI" TBR. "CHAMPION BRALI"
53. NEW
CLAUSE PARAMOUNT
The
Charterers warrant to include following clauses in all Bills of Lading
issued
pursuant to this Time Charter by them or any sub-Charterer:
|
(i)
|
Subject
to sub clauses (2) or (3) hereof, this ▇▇▇▇ of Lading shall be
governed
by, and have effect subject to the rules contained in the International
Convention for the Unification of Certain Rules relating to Bills
of
Lading signed at Brussels on 25th
August
1924 (hereafter the "Hague Rules") as amended by the Protocol
signed at
Brussels on 23rd
February 1968 (hereafter the "Hague-Visby Rules"). Nothing contained
herein shall be deemed to be either a surrender by the carrier
of any
rights or immunities or any increase of any of his responsibilities
or
liabilities under the Hague-Visby
rules.
|
|
(ii)
|
If
there is governing legislation which applies the Hague Rules
compulsory to
this ▇▇▇▇ of Lading to the exclusion of the Hague-Visby rules,
then this
▇▇▇▇ of Lading shall have effect subject to the Hague Rules.
Nothing
herein contained shall be deemed to be either a surrender by
the carrier
of any of his rights or immunities or an increase of any of his
responsibilities or liabilities under the Hague
rules.
|
|
(iii)
|
If
there is governing legislation which applies the Hamburg Rules
compulsory
to this ▇▇▇▇ of Lading to the exclusion of the Hague-Visby rules,
then
this ▇▇▇▇ of Lading shall have effect subject to the Hamburg
Rules.
Nothing herein contained shall be deemed to be either a surrender
by the
carrier of any of his rights or immunities or an increase of
any of his
responsibilities under the Hamburg
Rules.
|
|
(iv)
|
If
any term of this ▇▇▇▇ of Lading is repugnant to the Hague-Visby
rules, or
Hague Rules or Hamburg rules, if applicable, such terms shall
be void to
that extent but no further.
|
54. TIME
CHARTER ENVIRONMENTAL LEGISLATION (COFR) CLAUSE
If
Vessel
is to call at any port where environmental legislation has been enacted
that
requires the procurement of financial guarantee, special certificates or
special
permits, all related costs payable per call related to compliance with
such
legislation (including obtaining a Certificate of Financial Responsibility
and
other requirements of the Oil Pollution Act of 1990, as amended from time
to
time, with respect to any U.S. port) shall be paid by Charterers, owners
shall
supply any relevant documents to Charterers, and Charterers shall have
the
benefit of any eventual discount on the above.
55. ASSIGNMENT
CLAUSE
Notwithstanding
any other provisions of the Time Charter Party, the Charterers may assign
all of
their rights and obligations under this Time Charter Party to any affiliate,
but
the Charterers to remain fully responsible for the fulfilment of the Charter
Party.
56. NOTICE
CLAUSE
The
Charterers to give 30 days approximate and 5 days definite notice of redelivery
to the Owners.
SHELLTIME
4 RIDER CLAUSES "BRALI" TBR. "CHAMPION BRALI"
57. ENGLISH
LANGUAGE CLAUSE
The
Charterers undertake to have fluent English speaking officers available
onboard
and ashore to ensure appropriate communications between
Charterers/Owners/Managers/Agents/ Authorities/Terminal Officials.
58. OWNERS'
INDEMNITY CLAUSE FOR ARREST
Charterers
shall indemnify and hold harmless Owners from and against any harmful
consequences, damages and/or losses of whatever nature suffered by Charterers
as
a consequence of any arrest or detention of the Vessel or other action
against
the Vessel.
59. CHARTER
ANCILLARY AGREEMENT
The
technical management will be based on Charterers' decision as to who manages
the
vessel. All operating decisions and all costs will be for Charterers account,
and Owners will act upon all Charterers reasonable instructions in this
regard.
It is likely that Charterers will continue with vessel's present Managers
V.
SHIPS FLORIDA and a copy of the existing management contract is attached
to this
Charter Party.
60. TERMINATION
PROVISIONS
In
addition to the provisions with respect to termination set forth in clauses
9,20,32 and 58 hereof, certain termination provisions with respect to this
Agreement/Charter are set forth in the Charter Ancillary Agreement.
61. THIRD
PARTY CLAUSE
Except
as
may be otherwise agreed in writing by the parties with any third party,
a person
who is not party to this Agreement/Charter may not enforce, or otherwise
have
the benefit of, any provision of this Agreement/Charter under the Contracts
(Rights of Third Parties Act 1999), but this provision does not affect
any right
or remedy of a third party which exists or is available apart from that
Act.
62. CHARTERERS'
OPTION TO DIRECT BAREBOAT OF VESSEL
The
Charterers shall have the right to direct the Owners to bareboat charter
the
Vessel to an unrelated third party, however, the Managers of the Vessel
shall
not be changed without the written approval of the Owners.
53. EARLY
TERMINATION OF THE TIMECHARTER.
At
the
end of year 1 of this Charter, Charterers have the option to prepay the
balance
of the Charter
for US$15 million. After such prepayment Charterers will be able to purchase
the vessel
for US$1.
After
3
years, Charterers and owners have a mutual put/call option to have the
balance
of the Charter
prepaid for US$6.35 million and the subsequent purchase being for
US$1. If
Charterers or Owners do not exercise the above options, the vessel will
remain
on Charter until
the
end of the 5 years period with Charterers having the option to purchase
the
vessel at the
end
of the 5 years period by paying US$1.
The
above
amounts are based on change of ownership taking place 365,1095 or 1825
days
after the vessel has been delivered on time-charter. Delivery to take place
earliest 30 days prior or latest 60 days after 1, 3 and 5 years time-charter
have elapsed with the prepaid amount to be adjusted by US$ 14.500 per
day.
The
terms
under which change of Ownership are to take place are outlined in the
attached MOA.
SHELLTIME
4 RIDER CLAUSES "BRALI" TBR. "CHAMPION BRALI"
64. INSURANCE
All
vessels insurances are to be placed and paid by Charterers.
If
vessel
becomes a CTL during the Timecharter period, the funds due to Owners to
be
US$19 mill
as
per day one and be reduced with US$11,000 every day vessel has been on
charter
up to the
day
she is declared a CTL. Balance of eventual insurance amount is due to
Charterers. Same
principle to apply for all other insurance matters.
Charterers
may place vessel's insurances differently from the present arrangements
via
V.Ships, however coverage to be no less.
65. CARGO
CLAUSE
Charterers
have the right to carry any products onboard the vessel as long as in accordance
with her certificates and coating resistance list.
66. ENCUMBRANCES
Vessel
is
owned free of debt. In the event Owners place any encumbrances on the vessel
in
the form of a mortgage or similar debt, then Owners will obtain for Charterers
a
traditional letter of "Quiet enjoyment".
67. COMMISSION
CLAUSE
Owners
authorize Charterers to deduct 2 percent at source on all monies earned
and
remit to KS ▇▇▇▇▇▇▇ ▇▇▇▇▇ AND CO., BERGEN for equal division with WEBERCOMPASS
(HELLAS) SA.
|
OWNERS
|
TIMECHARTERERS
|
|
|
CHAMPION
SHIPPING AS
|
||
|
/s/
illegible
|
SHELLTIME
4 RIDER CLAUSES "BRALI" TBR. "CHAMPION BRALI"
ANNEX
1
"BRALI"
TBR "CHAMPION BRALI"
|
Type:
|
Oil
Tanker
|
|
(Double
Hull)
|
|
|
Flag:
|
▇▇▇▇▇▇▇▇
Island
|
|
Registry
No.:
|
|
|
Built:
|
1985
|
|
Class:
|
DnV
1Al Tanker for Oil and caustic soda, ESP EO Inert
|
|
IMO
No.:
|
▇▇▇▇▇▇▇
|
|
Call
sign:
|
C6P42
|
Vessel
to
be delivered into time charter in substantially the same condition as when
inspected At Remontowa Shipyard 24th
November
2005, fair wear and tear excepted, Class maintained, free of recommendations
and
free of average damage affecting class, with all national and international
trading certificates valid and unextended at time of delivery.
Vessel
to
be delivered with her CAP 1 rating valid and with her 4th
Special
Survey fully passed with minimum following vettings in place:
Chevron/BP/Shell/Repsol,
this provided that V. Ships Florida continue as managers. Last three cargoes
prior delivery to be unleaded CPP.
Bunker-consumption
at time of delivery on charter Consumption at Sea: Loaded
Speed
abt. 13k
ME
27.5
mt/day FO
A/E
0
mt/day FO with shaft generator on. 2.5 mt/day FO with shaft generator
off.
A/E
0
mt/day DO. IG 6.5. mt/day DO if in use. Boiler 0 mt/day
Consumption
at Sea: Ballast
Speed
abt. 13kn
ME
26.0
mt/day FO
A/E
0
mt/day FO with shaft generator on. 2.5 mt/day FO with shaft
generator
off.
A/E
0
mt/day DO. IG 6.5. mt/day DO if in use.. Boiler 0 mt/day
SHELLTIME
4 RIDER CLAUSES "BRALI" TBR. "CHAMPION BRALI"
ANNEX
1
continued
Consumption
in Port: Discharge
Boiler
3.0 mt/day FO
A/E
3.0
mt/day FO for each of the two FO A/E if in use.
A/E
2.0
mt/day DO for when the DO generator in use.
NB
For
maximum discharge rate of cargo all three A/E in use i.e. 2 x
FO
&
1 x DO.
IG
6.5
mt/day DO
Consumption
in Port: Loading & at Anchor Boiler 3.0 mt/day FO A/E 3.0 mt/day FO A/E 2.0
mt/day DO if DO A/E in use.
The
vessel has a shaft generator and the diesel generators are not usually
run at
sea except for bad weather or when maneuvering.
The
vessel has FO generators and a DO generator. Usually the DO generator is
only
run in port when full power (all pumps) are required for discharge.
+++++
|
OWNERS:
|
CHARTERERS:
|
|
|
/s/
illegible
|
||
|
CHAMPION
SHIPPING AS
|
||
|
MEMORANDUM
OF AGREEMENT
See
Clause 17
|
Norwegian
Shipbroker’s Association’s Memorandum of Agreement for sale and purchase
of ships Adopted by the Baltic and International Maritime Council
(BIMCO)
in 1956
Code-name
SALEFORM
1993
Revised
1966, 1983, and 1986/87.
|
Dated:
12th
December 2005
▇▇▇▇▇▇▇
Vessel Limited Partnership, a Californian partnership hereinafter
called the Sellers, have agreed to sell, and Champion
Shipping AS, Bergen
hereinafter
called the Buyers, have agreed to buy
Name:
M/T ‘B
R A L I’ to be renamed 'C H A M P I O NB R A L I'
Classification
Society/Class: Det
Norske Veritas/1A1 Tanker for Oil and Caustic Soda ESP EO
INERT
|
Built:
1985
|
By:
Hyundai Shipbuilding and Heavy Ind. Ltd
|
|
Flag:
Bahamas
|
Place
of Registration: Nassau
|
|
Call
Sign: C6PY2
|
Grt/Nrt:
31,248/14,801
|
IMO
Register Number: 8309799
hereinafter
called the Vessel, on the following terms and conditions:
Definitions
"Banking
days" are days on which banks are open both in the country of the currency
stipulated for the Purchase Price in Clause
1
and in
the place of closing stipulated in Clause
8.
"In
writing" or "written" means a letter handed over from the Sellers to the
Buyers
or vice versa, a registered
letter, telex, telefax or other modern form of written
communication.
"Classification
Society" or "Class" means the Society referred to in line
4.
1. Purchase
Price USD 1, - (One United States Dollar only)
2. Deposit
not applicable
3. Payment
The
said
Purchase Price shall be paid in full free of bank charges to Sellers'
nominated first class international bank
on
delivery of the Vessel, but not later than 3 banking days after the Vessel
is in
every respect physically ready for delivery in accordance with the terms
and
conditions of this Agreement and Notice of Readiness has been given in
accordance with Clause
5.
4. Inspections
not applicable
|
|
|
This
document is a computer generated SALEFOKM 1993 form printed by authority
Of the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form
must
be clearly visible. In the event of any modification made to the pre printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as
a result
of discrepancies between the original approved document and this computer
generated document.
|
|
|
|
*
|
4
a) and 4b) are alternatives; delete whichever is not applicable.
In the
absence of deletions, alternative 4a) to
apply.
|
|
5.
|
Notices,
time and place of delivery
|
Buyers
to give Sellers 30 (thirty) days notice if they wish to exercise their
purchase
options.
|
|
|
|
|
|
|
|
|
|
d)
|
Should
the Vessel become an actual, constructive or compromised total
loss before
delivery
|
6. Drydocking/Divers
Inspection not applicable
|
|
|
This
document is a computer generated SALEFOKM 1993 form printed by authority
Of the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form
must
be clearly visible. In the event of any modification made to the pre printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as
a result
of discrepancies between the original approved document and this computer
generated document.
|
|
|
This
document is a computer generated SALEFOKM 1993 form printed by authority
Of the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form
must
be clearly visible. In the event of any modification made to the pre printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as
a result
of discrepancies between the original approved document and this computer
generated document.
|
|
|
|
|
|
7. Spares/bunkers,
etc.
The
Sellers shall deliver the Vessel to the Buyers with everything belonging
to her
on board and on shore. All
spare parts and spare equipment including sparetail/endshaft(s) and/or
spare
propeller(s)/propeller blade(s), if any, belonging to the Vessel at the
time of
inspection used or unused, whether on board or not shall become the Buyers'
property, but spares on order are to be excluded. Forwarding charges, if
any,
shall be for the Buyers' account. The Sellers are not required to replace
spare
parts including spare tail-end shaft(s) and spare propeller(s)/propeller
blade(s) which are taken out of spare and used as replacement prior to
delivery,
but the replaced items shall be the property of the Buyers. The radio
installation and navigational equipment shall be included in the sale without
extra payment if they are the property of the Sellers. Unused stores and
provisions shall be included in the sale and be taken over by the Buyers
without
extra payment.
8. Documentation
The
place
of closing:
to be agreed
In
exchange for payment of the Purchase Price the Sellers shall furnish the
Buyers
with delivery documents, namely:
|
a)
|
Legal
▇▇▇▇ of Sale in a form recordable in (the country in which the
Buyers are
to register the Vessel), warranting that the Vessel is free from
all
encumbrances, mortgages and maritime liens or any other debts
or claims
whatsoever, duly notarially attested and legalized by the consul
of such
country or other competent
authority.
|
|
b)
|
Current
Certificate of Ownership issued by the competent authorities
of the flag
state of the Vessel.
|
|
|
|
|
d)
|
Current
Certificate issued by the competent authorities stating that
the Vessel is
free from registered encumbrances.
|
|
e)
|
Certificate
of Deletion of the Vessel from the Vessel's registry or other
official
evidence of deletion appropriate to the Vessel's registry at
the time of
delivery, or, in the event that the registry does not as a matter
of
practice issue such documentation immediately, a written undertaking
by
the Sellers to effect deletion from the Vessel's registry forthwith
and
furnish a Certificate or other official evidence of deletion
to the Buyers
promptly and latest within 4 (four) weeks after the Purchase
Price has
been paid and the Vessel has been
delivered.
|
|
f)
|
Any
such additional documents as may reasonably be required by the
competent
authorities for the purpose of registering the Vessel, provided
the Buyers
notify the Sellers of any such documents as soon as possible
after the
date of this Agreement.
|
At
the
time of delivery the Buyers and Sellers shall sign and deliver to each
other a
Protocol of Delivery and Acceptance confirming the date and time of delivery
of
the Vessel from the Sellers to the
This
document is a computer generated SALEFOKM 1993 form printed by authority
Of the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form
must
be clearly visible. In the event of any modification made to the pre printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as
a result
of discrepancies between the original approved document and this computer
generated document.
Buyers.
9. Encumbrances
The
Sellers warrant that the Vessel, at the time of delivery, is free from
all
charters, encumbrances, mortgages and maritime liens or any other debts
whatsoever. The Sellers hereby undertake to indemnify the Buyers against
all
consequences of claims made against the Vessel which have been incurred
prior to
the time of delivery. Exclusions
from this Clause are any claims against time charterers.
10. Taxes,
etc.
Any
taxes, fees and expenses in connection with the purchase and registration
under
the Buyers' flag shall be for the Buyers' account, whereas similar charges
in
connection with the closing of the Sellers' register shall be for the Sellers'
account,
11. Condition
on delivery
The
Vessel is
being taken over strictly "as is where lies", with
everything belonging to her shall be At the Sellers' risk and expense until
she
is delivered to the Buyers, but subject to the terms and conditions of
this
Agreement she shall be delivered and taken over as she was at the time
of
inspection, fair wear and tear excepted. However, the Vessel shall be delivered
with her class maintained without condition/recommendation*, free of average
damage affecting the Vessel's class, and with her classification certificates
and national certificates, as well as all other certificates the Vessel
had at
the time of inspection, valid and unextended without condition/recommendation*
by Class or the relevant authorities at the time of delivery. “Inspection" in
this Clause 11, shall mean the Buyers' inspection according to Clause
4
a)
or 4
b),
if applicable, or the Buyers' inspection prior to the signing of this Agreement.
If the Vessel is taken over without inspection, the date of this Agreement
shall
be the relevant date.
|
|
|
12. Name/markings
not applicable
13. Buyers'default
Should
the Purchase Price not be paid in accordance with Clause
3,
the
Sellers have the right to cancel the Agreement, in
which case the deposit together with interest earned shall be released
to the
Sellers If the deposit does not cover their loss, the Sellers shall be
entitled
to claim further compensation for their losses and for all expenses incurred
together with interest.
14. Sellers'
default
Should
the Sellers fail to give Notice of Readiness in accordance with Clause
5
a)
or fail
to be ready to validly complete a legal transfer of the Vessel
by the date stipulated in line
61
the
Buyers shall have the option of cancelling this Agreement provided always
that
the Sellers shall be granted a maximum of 3 banking days after Notice of
Readiness has been given to make arrangements for the documentation set
out in
Clause
8.
If
after Notice of Readiness has been given but before the Buyers have taken
delivery, the Vessel ceases to be physically ready for delivery and is
not made
physically ready again in every respect by the date stipulated in
line
61
and new Notice of
This
document is a computer generated SALEFOKM 1993 form printed by authority
Of the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form
must
be clearly visible. In the event of any modification made to the pre printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as
a result
of discrepancies between the original approved document and this computer
generated document.
Should
the Sellers fail to give Notice of Readiness by
the date stipulated in line
61
or fail
to be ready to validly complete a legal transfer as aforesaid they shall
make
due compensation to the Buyers for their loss and for all expenses together
with
interest if their failure is due to proven negligence and whether or not
the
Buyers cancel this Agreement.
15. Buyers'
representatives not applicable
16. Arbitration
|
a)*
|
This
Agreement shall be governed by and, construed in accordance with
English
law and any dispute arising out of this Agreement shall be referred
to
arbitration in London in accordance with the Arbitration Acts1950
and 1979
or any statutory modification or re-enactment thereof for the
time being
in force, one arbitrator being appointed by each party. On the
receipt by
one party of the nomination in writing of the other party's arbitrator,
that party shall appoint their arbitrator within fourteen days,
failing
which the decision of the single arbitrator appointed shall apply.
If two
arbitrators properly appointed shall not agree they shall appoint
an
umpire whose decision shall be
final.
|
|
|
|
|
|
|
16
a),
16b) and 16 c) are alternatives; delete whichever is not applicable. In
the
absence of deletions, alternative 16 a) to apply.
|
17.
|
This
Agreement becomes valid if Buyers have fulfilled all their obligations
under the attached Shelltime 4 CP. Note in particular clause
63 in the
CP.
|
|
CHAMPIONS
SHIPPING AS
|
||
|
For
the Owners/ Sellers
|
For
the Time Charterers/ Buyers
|
This
document is a computer generated SALEFOKM 1993 form printed by authority
Of the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form
must
be clearly visible. In the event of any modification made to the pre printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as
a result
of discrepancies between the original approved document and this computer
generated document.