Approved by the Documentary Committee of The Approved by Printed by BIMCO’S idea Japan Shipping Exchange Inc., Tokyo the International Ship Managers’ Association (ISMA)

EXHIBIT 10.8

 

 

 

 

 

 

 

Approved by

 

 

 

 

the Documentary Committee of The

 

Approved by

Printed by BIMCO’S idea

 

Japan Shipping Exchange Inc., Tokyo

 

the International Ship Managers’ Association (ISMA)

 

 

 

 

 

 

 

 

1.

Date of Agreement
[to be dated the date of execution]

 

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

(LOGO)

 

 

 

 

STANDARD SHIP MANAGEMENT AGREEMENT

 

 

 

 

 

 

 

 

 

 

CODE NAME: “▇▇▇▇▇▇▇ 98”

 

 

 

 

 

 

 

 

 

 

 

PART I

 

 

 

 

 

 

 

 

2.

Owners (name, place of registered office and law of registry) (CI. 1)

 

3.

Managers (name, place of registered office and law of registry) (CI. 1)

 

 

 

 

 

 

 

 

 

 

Name

 

 

Name

 

 

 

[name of relevant member of the Group]

 

 

CIEL Shipmanagement S.A.

 

 

 

 

 

 

 

 

 

 

Place of registered office

 

 

Place of registered office

 

 

 

[to be completed]

 

 

Monrovia, Republic of Liberia

 

 

 

 

 

 

 

 

 

 

Law of registry

 

 

Law of registry

 

 

 

[to be completed]

 

 

Republic of Liberia

 

 

 

 

 

 

 

 

 

4.

Day and year of commencement of Agreement (Cl. 2)
[to be completed on execution]

 

 

 

 

 

 

 

 

 

 

 

 

5.

Crew Management (state “yes” or “no” as agreed) (Cl. 3.1)
YES

 

6.

Technical Management (state “yes” or “no” as agreed) (Cl. 3.2)
YES

 

 

 

 

 

 

 

 

 

7.

Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3)
YES

 

8.

Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4)
NO

 

 

 

 

 

 

 

 

 

9.

Accounting Services (state “yes” or “no” as agreed) (CI. 3.5)
YES

 

10.

Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6)
YES

 

 

 

 

 

 

 

 

 

11.

Provisions (state “yes” or “no” as agreed) (Cl. 3.7)
YES

 

12.

Bunkering (state “yes” or “no” as agreed) (Cl. 3.8)
YES

 

 

 

 

 

 

 

 

 

13.

Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl. 3.3(i))
N/A

 

14.

Owners’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3)
Clause 6.3(ii)

 

 

 

 

 

 

 

 

 

15.

Annual Daily Management Fee (state annual amount) (Cl. 8.1)
$[ ]

 

16.

Severance Costs (state maximum amount) (Cl. 8.4(ii))
not applicable

 

 

 

 

 

 

 

 

 

17.

Day and year of termination of Agreement (Cl. 17)
see Clause 17

 

18.

Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19)
see Clause 19.1

 

 

 

 

 

 

 

 

 

19.

Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Cl. 20)

 

20.

Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers) (Cl. 20)

 

 

 

C/o Costamare Inc.

 

 

▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

 

 

 

▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Syngrou ▇▇▇▇▇▇

 

 

▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇

 

 

 

175 64 Athens, Greece

 

 

Telefax: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇

 

 

 

Telefax: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇

 

 

Attention: Chief Executive Officer

 

 

 

Attention: Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel), “B” (Details of Crew), “C” (Budget) and “D” (Associated vessels) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A”, “B”, “C” and “D” shall prevail over those of PART II to the extent of such conflict but no further..

 

 

 

 

 

 

 

 

Signature(s) (Owners)

 

Signature(s) (Managers)

 

 

 

[name of relevant member of the Group]

 

 

CIEL SHIPMANAGEMENT S.A.

 

 

 

 

 

 

 

 

This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

Printed by BIMCO’S idea

 

ANNEX “A” (DETAILS OF VESSEL OR VESSELS) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “▇▇▇▇▇▇▇ 98”
 

 

Date of Agreement:

[to be completed]

Name of ▇▇▇▇▇▇(s):

[to be completed]

Particulars of Vessel(s):

[to be completed]

This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.


 

ANNEX “B” (DETAILS OF CREW) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “▇▇▇▇▇▇▇ 98”

 

Date of Agreement:

Details of Crew: 

 

 

 

 

 

Numbers

 

Rank

 

Nationality

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

______

 

______

 

______

This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

Printed by BIMCO’S idea

 

ANNEX “C” (BUDGET) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “▇▇▇▇▇▇▇ 98”

 

Date of Agreement:
 
Managers’ Budget for the first year with effect from the Commencement Date of this Agreement:

This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.


 

ANNEX “D” (ASSOCIATED VESSELS) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “▇▇▇▇▇▇▇ 98”

 

NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX “D” THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 18.1(i) OF THIS AGREEMENT.

Date of Agreement:
 
Details of Associated Vessels:
 

This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II
“▇▇▇▇▇▇▇ 98” Standard Ship Management Agreement

 

 

 

 

1.

Definitions

 

  1

 

In this Agreement save where the context otherwise requires,

 

  2

 

the following words and expressions shall have the meanings

 

  3

 

▇▇▇▇▇▇ assigned to them.

 

  4

 

 

 

 

 

“Costamare” means Costamare Shipping Company S.A. of

 

  5

 

Panama City, Republic of Panama and includes its successors

 

 

 

in title.

 

 

 

“Owners” means the party identified in Box 2.

 

 

 

“Managers” means the party identified in Box 3.

 

  6

 

“Vessel” means the vessel or vessels details of which are set

 

  7

 

out in Annex “A” attached hereto.

 

  8

 

“Business Day” shall have the same meaning as ascribed

 

 

 

thereto in Section 1.1 of the Group Management Agreement.

 

 

 

“Crew” means the Master, officers and ratings employed on the

 

  9

 

Vessel from time to timeof the numbers,

 

 

 

rank and nationality specified in Annex “B” attached hereto.

 

10

 

“Crew Support Costs” means all expenses of a general nature

 

11

 

which are not particularly referable to any individual vessel for

 

12

 

the time being managed by the Managers and which are incurred

 

13

 

by the Managers for the purpose of providing an efficient and

 

14

 

economic management service and, without prejudice to the

 

15

 

generality of the foregoing, shall include the cost of crew standby

 

16

 

pay, training schemes for officers and ratings, cadet training

 

17

 

schemes, sick pay, study pay, recruitment and interviews.

 

18

 

“Related Manager” shall have the meaning as ascribed thereto

 

19

 

in Section 1.1 of the Group Management Agreement.

 

 

 

“Severance Costs” means the costs which the employers are

 

 

 

legally obliged to pay to or in respect of the Crew as a result of

 

20

 

the early termination of any employment contract for service on

 

21

 

the Vessel.

 

22

 

“Crew Insurances” means insurances against crew risks which

 

23

 

shall include but not be limited to death, sickness, repatriation,

 

24

 

injury, ▇▇▇▇▇▇▇▇▇ unemployment indemnity and loss of personal

 

25

 

effects.

 

26

 

“Group Management Agreement” means the agreement dated [ ]

 

 

 

2010 made between the Parent and the Managers.

 

 

 

“Management Services” means the services specified in sub-

 

27

 

clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.

 

28

 

“ISM Code” means the International Management Code for the

 

29

 

Safe Operation of Ships and for Pollution Prevention as adopted

 

30

 

by the International Maritime Organization (IMO) by resolution

 

31

 

A.741(18) or any subsequent amendment thereto.

 

32

 

“ISPS Code” means the International Ship and Port Facility

 

 

 

Security Code constituted pursuant to resolution A.924(22) of

 

 

 

the International Maritime Organisation now set out in Chapter

 

 

 

XI-2 of the International Convention for the Safety of Life at Sea

 

 

 

(SOLAS) 1974 (as amended) and the mandatory ISPS Code as

 

 

 

adopted by a Diplomatic Conference of the International

 

 

 

Maritime Organisation on Maritime Security in December 2002

 

 

 

and includes any amendments or extensions to it and any

 

 

 

regulation issued pursuant to it.

 

 

 

“Parent” means Costamare Inc. of Trust Company Complex,

 

 

 

Ajeltake Road, Ajeltake Island, Majuro, Republic of the ▇▇▇▇▇▇▇▇

 

 

 

Islands MH96960.

 

 

 

“STCW 95” means the International Convention on Standards

 

33

 

of Training, Certification and Watchkeeping for Seafarers, 1978,

 

34

 

as amended in 1995 or any subsequent amendment thereto.

 

35

 

 

 

 

2.

Appointment of Managers

 

36

 

With effect from the day and year stated in Box 4 and continuing

 

37

 

unless and until terminated provided herein, the Owners

 

38

 

▇▇▇▇▇▇ appoint the Managers and the Managers hereby agree

 

39

 

to act as the Mmanagers of the Vessel.

 

40

 

The Managers hereby (i) acknowledge that they have received a

 

 

 

copy of the Group Management Agreement and have reviewed

 

 

 

all its terms and (ii) agree to abide by such terms so long as the

 

 

 

provisions thereof relate to the management of the Vessel.

 

 

 

 

 

 

3.

Basis of Agreement

 

41

 

Subject to the terms and conditions herein provided, during the

 

42

 

period of this Agreement, the Managers shall carry out

 

43

 

Management Services in respect of the Vessel as agents for

 

44

 

 

 

 

 

 

and on behalf of the Owners. Subject to Section 4.6 of the Group

 

45

 

Management Agreement, Tthe Managers shall have authority

 

 

 

to take such actions as they may from time to time in their absolute

 

46

 

discretion consider to be necessary to enable them to perform

 

47

 

this Agreement in accordance with sound ship management

 

48

 

practice.

 

49

 

 

 

 

 

 

3.1

Crew Management

 

50

 

(only applicable if agreed according to Box 5)

 

51

 

The Managers shall provide suitably qualified Crew for the Vessel

 

52

 

as required by the Owners in accordance with the STCW 95

 

53

 

requirements, provision of which includes but is not limited to

 

54

 

the following functions:

 

55

 

(i)

selecting and engaging the Vessel’s Crew, including payroll

 

56

 

 

arrangements, pension administration, and insurances for

 

57

 

 

the Crew other than those mentioned in Clause 6;

 

58

 

(ii)

ensuring that the applicable requirements of the law of the

 

59

 

 

flag of the Vessel are satisfied in respect of ▇▇▇▇▇▇▇ levels,

 

60

 

 

rank, qualification and certification of the Crew and

 

61

 

 

employment regulations including Crew’s tax, social

 

62

 

 

insurance, discipline and other requirements;

 

63

 

(iii)

ensuring that all members of the Crew have passed a medical

 

64

 

 

examination with a qualified doctor certifying that they are fit

 

65

 

 

for the duties for which they are engaged and are in possession

 

66

 

 

of valid medical certificates issued in accordance with

 

67

 

 

appropriate flag State requirements. In the absence of

 

68

 

 

applicable flag State requirements the medical certificate shall

 

69

 

 

be dated not more than three months prior to the respective

 

70

 

 

Crew members leaving their country of domicile and

 

71

 

 

maintained for the duration of their service on board the Vessel;

 

72

 

(iv)

ensuring that the Crew shall have a command of the English

 

73

 

 

language of a sufficient standard to enable them to perform

 

74

 

 

their duties safely;

 

75

 

(v)

arranging transportation of the Crew, including repatriation,

 

76

 

board and lodging as and when required at rates and types of

 

 

 

accommodations as customary in the industry;

 

 

 

(vi)

training of the Crew and supervising their efficiency;

 

77

 

(vii)

keeping and maintaining full and complete records of any

 

78

 

labor agreements which may be entered into with the Crew and,

 

 

 

if applicable, conducting union negotiations;

 

 

 

(viii)

operating the Managers’ drug and alcohol policy unless

 

79

 

 

otherwise agreed in writing.

 

80

 

 

 

 

 

 

3.2

Technical Management

 

81

 

(only applicable if agreed according to Box 6)

 

82

 

The Managers shall provide technical management which

 

83

 

includes, but is not limited to, the following functions:

 

84

 

(i)

provision of competent personnel to supervise the

 

85

 

 

maintenance and general efficiency of the Vessel;

 

86

 

(ii)

arrangement and supervision of dry dockings, repairs,

 

87

 

 

alterations and the upkeep of the Vessel to the standards

 

88

 

 

required by the Owners provided that the Managers shall

 

89

 

 

be entitled to incur the necessary expenditure to ensure

 

90

 

 

that the Vessel will comply with the law of the flag of the

 

91

 

 

▇▇▇▇▇▇ and of the places where she trades, and all

 

92

 

 

requirements and recommendations of the classification

 

93

 

 

society;

 

94

 

(iii)

arrangement of the supply of necessary stores, spares and

 

95

 

 

lubricating oil;

 

96

 

(iv)

appointment of surveyors and technical consultants as the

 

97

 

 

Managers may consider from time to time to be necessary;

 

98

 

(v)

development, implementation and maintenance of a Safety

 

99

 

 

Management System (SMS) in accordance with the ISM

 

100

 

 

Code (see sub-clauses 4.2 and 5.3) and of a security system in

 

101

 

 

accordance with the ISPS Code;

 

 

 

(vi)

handling any claims against the builder of the Vessel

 

 

 

 

arising out of the relevant shipbuilding contract, if

 

 

 

 

applicable; and

 

 

 

(vii)

on request by the Owners, providing the Owners with a

 

 

 

 

copy of any inspection report, survey, valuation or any other

 

 

 

 

similar report prepared by any shipbrokers, surveyors, the

 

 

 

 

Class etc..

 

 


This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II
“▇▇▇▇▇▇▇ 98” Standard Ship Management Agreement

 

 

 

 

 

 

3.3

Commercial Management

 

102

 

(only applicable if agreed according to Box 7)

 

103

 

The Managers shall provide the commercial operation of the

 

104

 

▇▇▇▇▇▇, as required by the Owners, which includes, but is not

 

105

 

limited to, the following functions:

 

106

 

(i)     providing chartering services in accordance with the Owners’

 

107

 

 

instructions which include, but are not limited to, seeking

 

108

 

 

and negotiating employment for the Vessel and the conclusion

 

109

 

 

(including the execution thereof) of charter parties or other

 

110

 

 

contracts relating to the employment of the Vessel. If such a

 

111

 

 

contract exceeds the period stated in Box 13, consent thereto

 

112

 

 

in writing shall first be obtained from the Owners.

 

113

 

(ii)    arranging of the proper payment to Owners or their nominees

 

114

 

 

of all hire and/or freight revenues or other moneys of

 

115

 

 

whatsoever nature to which Owners may be entitled arising

 

116

 

 

out of the employment of or otherwise in connection with the

 

117

 

 

Vessel.

 

118

 

(iii)   providing voyage estimates and accounts and calculating of

 

119

 

 

hire, freights, demurrage and/or despatch moneys due from

 

120

 

 

or due to the charterers of the Vessel;

 

121

 

(iv)

issuing of voyage instructions;

 

122

 

(vii)

appointing agents;

 

123

 

(viii) 

appointing stevedores;

 

124

 

(ivii)

arranging surveys associated with the commercial operation

 

125

 

 

of the Vessel;

 

126

 

 

 

 

 

 

3.4

Insurance Arrangements’

 

127

 

(only applicable if agreed according to Box 8)

 

128

 

The Managers shall arrange insurances in accordance with

 

129

 

Clause 6, on such terms and conditions as the Owners shall

 

130

 

have instructed or agreed, in particular regarding conditions,

 

131

 

insured values, deductibles and franchises.

 

132

 

 

 

 

 

 

3.5

Accounting Services

 

133

 

(only applicable if agreed according to Box 9)

 

134

 

Without prejudice to the relevant provisions of the Group

 

135

 

Management Agreement and, in particular, but without

 

 

 

limitation, Section 4.11 and Section 10.6 thereof, Tthe Managers

 

 

 

shall:

 

 

 

(i)

establish an accounting system which meets the

 

136

 

 

requirements of the Owners and provide regular accounting

 

137

 

 

services, supply regular reports and records,

 

138

 

(ii)

maintain the records of all costs and expenditure incurred

 

139

 

 

as well as data necessary or proper for the settlement of

 

140

 

 

accounts between the parties.

 

141

 

 

 

 

 

 

3.6

Sale or Purchase of the Vessel

 

142

 

(only applicable if agreed according to Box 10)

 

143

 

The Managers shall, in accordance with the Owners’ instructions,

 

144

 

supervise the sale or purchase attend to the physical delivery of

 

145

 

the Vessel, including the

 

 

 

performance of and any matters specifically relating thereto

 

146

 

under any sale or purchase agreement, but not

 

 

 

negotiation of the same.

 

147

 

 

 

 

 

 

3.7

Provisions (only applicable if agreed according to Box 11)

 

148

 

The Managers shall arrange for the supply of provisions.

 

149

 

 

 

 

 

 

3.8

Bunkering (only applicable if agreed according to Box 12)

 

150

 

The Managers shall arrange for the provision of bunker fuel of the

 

151

 

quality specified by the Owners as required for the Vessel’s trade.

 

152

 

 

 

 

 

4.

Managers’ Obligations

 

153

 

4.1

The Managers undertake to use their best endeavours

 

154

 

commercially reasonable efforts to

 

 

 

provide the agreed Management Services as agents for and on

 

155

 

behalf of the Owners in accordance with sound ship management

 

156

 

practice and to protect and promote the interests of the Owners in

 

157

 

all matters relating to the provision of services hereunder.

 

158

 

Provided, however, that the Managers in the performance of their

 

159

 

management responsibilities under this Agreement shall be entitled

 

160

 

to have regard to their overall responsibility in relation to all vessels

 

161

 

as may from time to time be entrusted to their management and

 

162

 

 

 

 

 

 

in particular, but without prejudice to the generality of the foregoing,

 

163

 

the Managers shall be entitled to allocate available supplies,

 

164

 

manpower and services in such manner as in the prevailing

 

165

 

circumstances the Managers in their absolute discretion consider

 

166

 

to be fair and reasonable.

 

167

 

4.2

Where the Managers are providing Technical Management

 

168

 

in accordance with sub-clause 3.2, they shall procure that the

 

169

 

requirements of the law of the flag of the Vessel are satisfied and

 

170

 

they shall in particular be deemed to be the “Company” as defined

 

171

 

by the ISM Code, assuming the responsibility for the operation of

 

172

 

the Vessel and taking over the duties and responsibilities imposed

 

173

 

by the ISM Code and/or the ISPS Code when applicable.

 

174

 

4.3

In the exercise of their duties hereunder, the Managers shall

 

 

 

act in accordance with the reasonable policies, guidelines and

 

 

 

instructions from time to time communicated to it in writing by

 

 

 

the Owners.

 

 

 

4.4

During this Agreement, the Managers shall promote the

 

 

 

business of the Owners in accordance with the directions of the

 

 

 

authorized representative or, as the case may be,

 

 

 

representatives of the Owners and shall at all times use

 

 

 

commercially reasonable efforts to conform to, and comply

 

 

 

with, the lawful and reasonable directions, regulations or

 

 

 

recommendations made by such authorized representative or,

 

 

 

as the case may be, representatives.

 

 

 

 

 

 

 

5.

Owners’ Obligations

 

175

 

5.1

The Owners shall pay all sums due to the Managers punctually

 

176

 

in accordance with the terms of this Agreement.

 

177

 

5.2

Where the Managers are providing Technical Management

 

178

 

in accordance with sub-clause 3.2, the Owners shall:

 

179

 

(i)

procure that all officers and ratings supplied by them or on

 

180

 

 

their behalf comply with the requirements of STCW 95;

 

181

 

(ii)

instruct such officers and ratings to obey all reasonable orders

 

182

 

 

of the Managers in connection with the operation of the

 

183

 

 

Managers’ safety management system.

 

184

 

5.3

Where the Managers are not providing Technical Management

 

185

 

in accordance with sub-clause 3.2, the Owners shall procure that

 

186

 

the requirements of the law of the flag of the Vessel are satisfied

 

187

 

and that they, or such other entity as may be appointed by them

 

188

 

and identified to the Managers, shall be deemed to be the

 

189

 

“Company” as defined by the ISM Code assuming the responsibility

 

190

 

for the operation of the Vessel and taking over the duties and

 

191

 

responsibilities imposed by the ISM Code when applicable.

 

192

 

 

 

 

6.

Insurance Policies

 

193

 

The Owners shall procure, whether by instructing the Managers

 

194

 

under sub-clause 3.4 or otherwise, that throughout the period of

 

195

 

this Agreement:

 

196

 

6.1

at the Owners’ expense, the Vessel is insured for not less

 

197

 

than her sound market value or entered for her full gross tonnage,

 

198

 

as the case may be for:

 

199

 

(i)

usual hull and machinery marine risks (including crew

 

200

 

 

negligence) and excess liabilities;

 

201

 

(ii)

protection and indemnity risks (including pollution risks and

 

202

 

 

Crew Insurances); and

 

203

 

(iii)

war risks (including protection and indemnity and crew risks);

 

204

 

in each case in accordance with the best practice of prudent owners

 

205

 

of

 

 

 

 

vessels of a similar type to the Vessel, with first class insurance

 

206

 

companies, underwriters or associations (“the Owners’

 

207

 

Insurances”);

 

208

 

6.2

all premiums and calls and applicable deductibles and/or

 

209

 

franchises on the Owners’ Insurances are paid

 

 

 

promptly by their due date,

 

210

 

6.3

the Owners’ Insurances name the Managers and, subject

 

211

 

to underwriters’ agreement, any third party designated by the

 

212

 

Managers as a joint assured, with full cover, with the Owners

 

213

 

obtaining cover in respect of each of the insurances specified in

 

214

 

sub-clause 6.1:

 

215

 

(i)

on terms whereby the Managers and any such third party

 

216

 

 

are liable in respect of premiums or calls arising in connection

 

217

 

 

with the Owners’ Insurances; or

 

218


This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II
“▇▇▇▇▇▇▇ 98” Standard Ship Management Agreement

 

 

 

 

 

 

(ii)

if reasonably obtainable, on terms such that neither the

 

219

 

 

Managers nor any such third party shall be under any

 

220

 

 

liability in respect of premiums or calls arising in connection

 

221

 

 

with the Owners’ Insurances; or

 

222

 

(iii)

on such other terms as may be agreed in writing.

 

223

 

Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left

 

224

 

blank then (i) applies.

 

225

 

6.4

written evidence is provided, to the reasonable satisfaction

 

226

 

of the Managers, of their compliance with their obligations under

 

227

 

Clause 6 within a reasonable time of the commencement of

 

228

 

the Agreement, and of each renewal date and, if specifically

 

229

 

requested, of each payment date of the Owners’ Insurances.

 

230

 

 

 

 

 

7.

Income Collected and Expenses Paid on Behalf of Owners

 

231

 

7.1

All moneys collected by the Managers under the terms of

 

232

 

this Agreement (other than moneys payable by the Owners to

 

233

 

the Managers) and any interest thereon shall be held to the

 

234

 

credit of the Owners in a separate bank account.

 

235

 

7.2

Without prejudice to the provisions of Clause 9.5 hereof, Aall

 

236

 

expenses incurred by the Managers under the terms

 

 

 

of this Agreement on behalf of the Owners (including expenses

 

237

 

as provided in Clause 8) may be debited against the Owners

 

238

 

in the account referred to under sub-clause 7.1 but shall in any

 

239

 

event remain payable by the Owners to the Managers on

 

240

 

demand. For the avoidance of doubt, the Managers can make

 

241

 

such demand on the Owners as well as on the Parent as

 

 

 

provided in Section 10.5 of the Group Management Agreement.

 

 

 

Furthermore and without prejudice to the generality of the

 

 

 

provisions of this Clause 7, the Managers shall, subject to being

 

 

 

placed in funds by the Owners or the Parent, arrange for the

 

 

 

payment of all ordinary charges incurred in connection with the

 

 

 

Management Services, including, but not limited to, any

 

 

 

amounts due to any governmental authority with respect to the

 

 

 

Crew, invoices for bunkers, stores, spares, provisions, repairs

 

 

 

and any other material and/or service in respect of the Vessel.

 

 

 

 

 

 

8.

Management Fee

 

242

 

8.1

The Owners shall pay to the Managers for their services

 

243

 

as Managers under this Agreement an annuala daily management

 

244

 

fee as stated in Box 15 which shall be payable by equal

 

245

 

monthly instalments in advance arrears, the first instalment being

 

246

 

payable on the commencement of this Agreement (see Clause

 

247

 

2 and Box 4) and subsequent installments being payable every

 

248

 

Month.

 

249

 

8.2

The daily management fee shall be subject to an annual review

 

250

 

on the anniversary date of the Agreement and the proposed

 

251

 

fee shall be presented in the annual budget referred to in sub-

 

252

 

clause 9.1.

 

253

 

8.3

The Managers shall, at no extra cost to the Owners, provide

 

254

 

their own office accommodation, office staff, facilities and

 

255

 

stationery. Without limiting the generality of Clause 7 the Owners

 

256

 

shall reimburse the Managers for postage and communication

 

257

 

expenses, travelling expenses, and other out of pocket

 

258

 

expenses properly incurred by the Managers in pursuance of

 

259

 

the Management Services.

 

260

 

8.4

The provisions of Section 9.4, Section 9.5 and Section 9.7 of

 

261

 

the Group Management Agreement shall be deemed as

 

 

 

incorporated herein mutatis mutandis.

 

 

 

8.5

The Managers have the right to demand the payment of any

 

 

 

of the management fees and expenses payable under this

 

 

 

Agreement either from the Parent or the Owners. Payment of

 

 

 

any such fees or expenses or any part thereof by either the

 

 

 

Parent or the Owners shall prevent the Managers from making a

 

 

 

claim on the other person for the same amount to the extent

 

 

 

that the same has been already paid to the Managers.

 

 

 

In the event of the appointment of the Managers being

 

 

 

terminated by the Owners or the Managers in accordance with

 

262

 

the provisions of Clauses 17 and 18 other than by reason of

 

263

 

default by the Managers, or if the Vessel is lost, sold or otherwise

 

264

 

Disposed of, the “management fee” payable to the Managers

 

265

 

According to the provisions of sub-clause 8.1, shall continue to

 

266

 

be payable for a further period of three calendar months as

 

267

 

from the termination date. In addition, provided that the

 

268

 

Managers provide Crew for the Vessel in accordance with sub-

 

269

 

 

 

 

 

 

clause -3,1:

 

270

 

(i)    

the Owners shall continue to pay Crew Support Costs during

 

271

 

 

the said further period of three calendar months and

 

272

 

(ii)    

the Owners shall pay an equitable proportion of any

 

273

 

 

Severance Costs which may materialize, not exceeding

 

274

 

 

the amount stated in Box 16.

 

275

 

8.5    

If the Owners decide to lay up the Vessel whilst this

 

276

 

Agreement remains in force and such lay up lasts for more

 

277

 

than three months, an appropriate reduction of the management

 

278

 

fee for the period exceeding three months until one month

 

279

 

before the Vessel is again put into service shall be mutually

 

280

 

agreed between the parties.

 

281

 

8.6

Unless otherwise agreed in writing all discounts and

 

282

 

commissions obtained by the Managers in the course of the

 

283

 

management of the Vessel shall be credited to the Owners.

 

284

 

 

 

 

 

9.

Budgets and Management of Funds

 

285

 

9.1

The Owners and the Managers are aware that ▇▇▇▇▇▇▇▇▇ will

 

286

 

be preparing budgets in connection with, inter alia, the

 

 

 

provision of the Management Services which Costamare will be

 

 

 

submitting for approval to the Parent in accordance with the

 

 

 

provisions of Article X of the Group Management Agreement.

 

 

 

9.2

The Managers shall present to the Owners Costamare annually a

 

 

 

budget for the following twelve months in such form as the

 

287

 

Owners Costamare requires. The budget for the first year hereof is

 

288

 

set out

 

 

 

in Annex “C” hereto. Subsequent annual bBudgets shall be

 

289

 

prepared by the Managers and submitted to the Owners Costamare

 

290

 

not

 

 

 

less than three months before the anniversary date of the

 

291

 

commencement of later than 30 September of each calendar year

 

292

 

during this Agreement (see Clause 2 and Box 4).

 

 

 

9.32

Costamare The Owners shall indicate to the Managers their its

 

293

 

acceptance

 

 

 

and approval of the annual budget within one month of

 

294

 

presentation and in the absence of any such indication the

 

295

 

Managers shall be entitled to assume that the Owners have

 

296

 

accepted the proposed budget.

 

297

 

9.34 Following the agreement of the budget, the Managers shall

 

298

 

prepare and present to the Owners their estimate of the working

 

299

 

capital requirement of the Vessel and the Managers shall each

 

300

 

month up date this estimate. Based thereon, Without prejudice to

 

301

 

the right of the Managers to ask for funds in relation to the

 

 

 

Management Services directly from the Parent in accordance

 

 

 

with the relevant provisions of the Group Management

 

 

 

Agreement, the Managers shall

 

 

 

each month request the Owners in writing for the funds required

 

302

 

to run the Vessel for the ensuing month, including the payment

 

303

 

of any occasional or extraordinary item of expenditure, such as

 

304

 

emergency repair costs, additional insurance premiums, bunkers

 

305

 

or provisions. Such funds shall be received by the Managers

 

306

 

within ten running days after the receipt by the Owners of the

 

307

 

Managers’ written request and shall be held to the credit of the

 

308

 

Owners in a separate bank account in the name of the Managers

 

309

 

or, if requested by the Managers, in the name of the Owners.

 

 

 

9.4    The Managers shall produce a comparison between

 

310

 

budgeted and actual income and expenditure of the Vessel in

 

311

 

such form as required by the Owners monthly or at such other

 

312

 

intervals as mutually agreed.

 

313

 

9.5

Notwithstanding anything contained herein to the contrary,

 

314

 

the Managers shall in no circumstances be required to use or

 

315

 

commit their own funds to finance the provision of the

 

316

 

Management Services.

 

317

 

 

 

 

 

10.

Managers’ Right to Sub-Contract

 

318

 

Except to a Related Manager (where the Manager may

 

319

 

subcontract any of their obligations hereunder, without need of

 

 

 

obtaining the Owner’s consent for doing so), Tthe Managers

 

 

 

shall not have the right to sub-contract any of

 

 

 

their obligations hereunder, including those mentioned in sub-

 

320

 

clause 3.1, without the prior written consent of the Owners which

 

321

 

shall not be unreasonably withheld and which shall be promptly

 

322

 

responded to. In the event of such a sub-

 

 


This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II
“▇▇▇▇▇▇▇ 98” Standard Ship Management Agreement

 

 

 

 

 

contract the Managers shall remain fully liable for the due

 

323

 

performance of their obligations under this Agreement.

 

324

 

 

 

 

11.

Responsibilities

 

325

 

 

 

326

 

The parties agree that the provisions of Sections 11.1 to 11.5

 

 

 

(inclusive) of the Group Management Agreement, shall apply to

 

 

 

this Agreement mutatis mutandis, save that references therein

 

 

 

to “any Shipmanagement Agreement or any Supervision

 

 

 

Agreement” shall be omitted and references to “Parent”, “any

 

 

 

member of the Group”, “Manager”, “any Submanager”, “a

 

 

 

Vessel”, “Section”, “Management Fees”, “each

 

 

 

Shipmanagement Agreement”, “Group” and “Article XI” shall be

 

 

 

construed as references to the Owners, the Owners, the

 

 

 

Managers, any submanager, the Vessel,

 

 

 

Clause, management fee, this Agreement, the Owners and

 

 

 

Clause 11, respectively, when used herein.

 

 

 

 

 

 

 

11.1 Force Majeure - Neither the Owners nor the Managers

 

 

 

shall be under any liability for any failure to perform any of their

 

327

 

obligations hereunder by reason of any cause whatsoever of

 

328

 

any nature or kind beyond their reasonable control.

 

329

 

11.2 Liability to Owners - (i) Without prejudice to sub-clause

 

330

 

11.1, the Managers shall be under no liability whatsoever to the

 

331

 

Owners for any loss, damage, delay or expense of whatsoever

 

332

 

nature, whether direct or indirect (including but not limited to

 

333

 

loss of profit arising out of or in connection with detention of or

 

334

 

delay to the Vessel) and howsoever arising in the course of

 

335

 

performance of the Management Services UNLESS same is

 

336

 

proved to have resulted solely from the negligence, gross

 

337

 

negligence or wilful default of the Managers or their employees,

 

338

 

or agents or sub-contractors employed by them in connection

 

339

 

with the Vessel, in which case (save where loss, damage, delay

 

340

 

or expense has resulted from the Managers’ personal act or

 

341

 

omission committed with the intent to cause same or recklessly

 

342

 

and with knowledge that such loss, damage, delay or expense

 

343

 

would probably result) the Managers’ liability for each incident

 

344

 

or series of incidents giving rise to a claim or claims shall never

 

345

 

Exceed a total of ten times the annual management fee payable

 

346

 

hereunder.

 

347

 

(ii) Notwithstanding anything that may appear to the contrary in

 

348

 

this Agreement, the Managers shall not be liable for any of the

 

349

 

actions of the Crew, even if such actions are negligent, grossly

 

350

 

negligent or wilful, except only to the extent that they are shown

 

351

 

to have resulted from a failure by the Managers to discharge

 

352

 

their obligations under sub-clause 3.1, in which case their liability

 

353

 

shall be limited in accordance with the terms of this Clause 11.

 

354

 

11.3 Indemnity - Except to the extent and solely for the amount

 

355

 

therein set out that the Managers would be liable under sub-

 

356

 

clause 11.2, the Owners hereby undertake to keep the Managers

 

357

 

and their employees, agents and sub-contractors indemnified

 

358

 

and to hold them harmless against all actions, proceedings,

 

359

 

claims, demands or liabilities whatsoever or howsoever arising

 

360

 

which may be brought against them or incurred or suffered by

 

361

 

them arising out of or in connection with the performance of the

 

362

 

Agreement, and against and in respect of all costs, losses,

 

363

 

damages and expenses (including legal costs and expenses on

 

364

 

a full indemnity basis) which the Managers may suffer or incur

 

365

 

(either directly or indirectly) in the course of the performance of

 

366

 

this Agreement.

 

367

 

11.4 “Himalaya” It is hereby expressly agreed that no

 

368

 

employee or agent of the Managers (including every sub-

 

369

 

contractor from time to time employed by the Managers) shall in

 

370

 

Any circumstances whatsoever be under any liability whatsoever

 

371

 

to the Owners for any loss, damage or delay of whatsoever kind

 

372

 

arising or resulting directly or indirectly from any act, neglect or

 

373

 

default on his part while acting in the course of or in connection

 

374

 

with his employment and, without prejudice to the generality of

 

375

 

the foregoing provisions in this Clause 11, every exemption,

 

376

 

limitation, condition and liberty herein contained and every right,

 

377

 

exemption from liability, defence and immunity of whatsoever

 

378

 

nature applicable to the Managers or to which the Managers are

 

379

 

entitled hereunder shall also be available and shall extend to

 

380

 

 

 

 

 

protect every such employee or agent of the Managers acting

 

381

 

as aforesaid and for the purpose of all the foregoing provisions

 

382

 

of this Clause 11 the Managers are or shall be deemed to be

 

383

 

acting as agent or trustee on behalf of and for the benefit of all

 

384

 

persons who are or might be their servants or agents from time

 

385

 

to time (including sub-contractors as aforesaid) and all such

 

386

 

persons shall to this extent be or be deemed to be parties to this

 

387

 

Agreement.

 

388

 

 

 

 

12.

Documentation

 

389

 

Where the Managers are providing Technical Management in

 

390

 

accordance with sub-clause 3.2 and/or Crew Management in

 

391

 

accordance with sub-clause 3.1, they shall make available,

 

392

 

upon Owners’ request, all documentation and records related

 

393

 

to the Safety Management System (SMS) and/or the Crew

 

394

 

which the Owners need in order to demonstrate compliance

 

395

 

with the ISM Code, the ISPS Code and STCW 95 or to defend a

 

396

 

claim against

 

 

 

a third party.

 

397

 

 

 

 

13.

General Administration

 

398

 

13.1 Subject to the provisions of Section 4.6 of the Group

 

399

 

Management Agreement, Tthe Managers shall

 

 

 

handle and settle all claims arising

 

 

 

out of the Management Services hereunder and keep the Owners

 

400

 

informed regarding any incident of which the Managers become

 

401

 

aware which gives or may give rise to material claims or disputes

 

402

 

involving

 

 

 

third parties.

 

403

 

13.2 The Managers shall, as instructed by the Owners under this

 

404

 

Agreement, bring

 

 

 

or defend actions, suits or proceedings in connection with matters

 

405

 

entrusted to the Managers according to this Agreement.

 

406

 

13.3 The Managers shall also have power to obtain legal or

 

407

 

technical or other outside expert advice in relation to the handling

 

408

 

and settlement of claims and disputes or all other matters

 

409

 

affecting the interests of the Owners in respect of the Vessel.

 

410

 

13.4 The Owners shall arrange for the provision of any

 

411

 

necessary guarantee bond or other security.

 

412

 

13.5 Any costs reasonably incurred by the Managers in

 

413

 

carrying out their obligations according to ▇▇▇▇▇▇ 13 shall be

 

414

 

reimbursed by the Owners.

 

415

 

 

 

 

14.

Auditing

 

416

 

The Managers shall at all times maintain and keep true and

 

417

 

correct accounts and shall make the same available for inspection

 

418

 

and auditing by the Owners at such times as may be mutually

 

419

 

agreed. On the termination, for whatever reasons, of this

 

420

 

Agreement, the Managers shall release to the Owners, if so

 

421

 

requested, the originals where possible, or otherwise certified

 

422

 

copies, of all such accounts and all documents specifically relating

 

423

 

to the Vessel and her operation. For the avoidance of any doubt,

 

424

 

this Clause is in addition to and not in substitution of the

 

 

 

relevant provisions of the Group Management Agreement.

 

 

15.

Inspection of Vessel

 

425

 

The Owners shall have the right at any time after giving

 

426

 

reasonable notice to the Managers to inspect the Vessel for any

 

427

 

reason they consider necessary.

 

428

 

 

 

 

16.

Compliance with Laws and Regulations

 

429

 

The Managers will not do or permit to be done anything which

 

430

 

might cause any breach or infringement of the laws and

 

431

 

regulations of the Vessel’s flag, or of the places where she trades.

 

432

 

 

 

 

17.

Duration of the Agreement

 

433

 

This Agreement shall come into effect on the day and year stated

 

434

 

in Box 4 and shall continue until the date the Group Management

 

435

 

Agreement is terminated in accordance with the provisions of

 

 

 

Article XIII thereof, unless this Agreement is terminated earlier

 

 

 

in accordance with the provision of Clause 18 hereofthe date

 

 

 

stated in Box 17.

 

 

 

Thereafter it shall continue until terminated by either party giving

 

436

 

to the other notice in writing, in which event the Agreement shall

 

437


This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II
“▇▇▇▇▇▇▇ 98” Standard Ship Management Agreement

 

 

 

 

 

 

 

terminate upon the expiration of a period of two months from the

438

 

date upon which such notice was given.

439

 

 

 

18.

Termination

440

 

18.1 Owners’ default

441

 

(i)

The Managers shall be entitled to terminate the Agreement

442

 

 

with immediate effect by notice in writing if any moneys

443

 

 

payable by the Owners under this Agreement and/or the

444

 

 

owners of any associated vessel, details of which are listed

445

 

 

in Annex “D”, shall not have been received in the Managers’

446

 

 

nominated account within ten20 running Business dDays of

447

 

 

receipt by

 

 

 

the Owners of the Managers written request or if the Vessel

448

 

 

is repossessed by the Mortgagees.

449

 

(ii)

If the Owners:

450

 

 

 

(a)

fail to meet their obligations under sub-clauses 5.2

451

 

 

 

 

and 5.3 of this Agreement for any reason within their

452

 

 

 

 

control, or

453

 

 

 

(b)

proceed with the employment of or continue to employ

454

 

 

 

 

the Vessel in the carriage of contraband, blockade

455

 

 

 

 

running, or in an unlawful trade, or on a voyage which

456

 

 

 

 

in the reasonable opinion of the Managers is unduly

457

 

 

 

 

hazardous or improper,

458

 

 

the Managers may give notice of the default to the Owners,

459

 

 

requiring them to remedy it as soon as practically possible.

460

 

 

In the event that the Owners fail to remedy it within a

461

 

 

reasonable time20 Business Days of receipt by the Owners

462

 

 

of the Managers’ written request to the satisfaction of the

 

 

 

Managers, the

 

 

 

Managers shall be entitled to terminate the Agreement

463

 

 

with immediate effect by notice in writing.

464

 

18.2 Managers’ Default

465

 

If the Managers fail to meet their obligations under Clauses 3

466

 

and 4 of this Agreement for any reason within the control of the

467

 

Managers, the Owners may give notice to the Managers of the

468

 

default, requiring them to remedy it within 20 Business Daysas

469

 

soon as practically

 

 

possible. In the event that the Managers fail to remedy it within a

470

 

reasonable timesuch period to the satisfaction of the Owners, the

471

 

Owners

 

 

shall be entitled to terminate the Agreement with immediate effect

472

 

by notice in writing.

473

 

18.3 Extraordinary Termination

474

 

This Agreement shall be deemed to be terminated in the case of

475

 

the sale of the Vessel or if the Vessel becomes a total loss or is

476

 

declared as a constructive or compromised or arranged total

477

 

loss or is requisitioned.

478

 

18.4 For the purpose of sub-clause 18.3 hereof

479

 

(i)

the date upon which the Vessel is to be treated as having

480

 

 

been sold or otherwise disposed of shall be the date on

481

 

 

which the Owners cease to be registered as Owners of

482

 

 

the Vessel;

483

 

(ii)

the Vessel shall not be deemed to be lost unless either

484

 

 

she has become an actual total loss or agreement has

485

 

 

been reached with her underwriters in respect of her

486

 

 

constructive, compromised or arranged total loss or if such

487

 

 

agreement with her underwriters is not reached it is

488

 

 

adjudged by a competent tribunal that a constructive loss

489

 

 

of the Vessel has occurred.

490

 

18.5 The parties agree that the provisions of Sections 13.4(a) to

491

 

13.4(d) (inclusive) of the Group Management Agreement, shall

 

 

apply to this Agreement mutatis mutandis. This Agreement shall

 

 

terminate forthwith in the event of

 

 

an order being made or resolution passed for the winding up,

492

 

dissolution, liquidation or bankruptcy of either party (otherwise

493

 

than for the purpose of reconstruction or amalgamation) or if a

494

 

receiver is appointed, or if it suspends payment, ceases to carry

495

 

on business or makes any special arrangement or composition

496

 

with its creditors.

497

 

18.6 The termination of this Agreement shall be without

498

 

prejudice to all rights accrued due between the parties prior to

499

 

the date of termination.

500

 

 

 

 

 

19.

Law and Arbitration

 

501

 

19.1 This Agreement and any non-contractual obligations

 

502

 

connected with it shall be governed by and construed in

 

 

 

accordance with English law. All disputes arising out of this

 

503

 

Agreement and/or any non-contractual obligations connected

 

 

 

with it shall be arbitrated in London in the following manner.

 

 

 

One arbitrator is to be appointed by each of the parties hereto

 

 

 

and a third by the two so chosen. Their decision or that of any

 

 

 

two of them shall be final. The arbitrators shall be commercial

 

 

 

persons, conversant with shipping matters. Such arbitration is

 

 

 

to be conducted in accordance with the London Maritime

 

 

 

Arbitration Association (LMAA) Terms current at the time when

 

 

 

the arbitration proceedings are commenced and in accordance

 

 

 

with the Arbitration Act 1996 or any statutory modification or re-

 

 

 

enactment thereof. In the event that a party hereto shall state a

 

 

 

dispute and designate an arbitrator in writing, the other party

 

 

 

shall have 20 Business Days to designate its own arbitrator. If

 

 

 

such other party fails to designate its own arbitrator within such

 

 

 

period, the arbitrator appointed by the first party can render an

 

 

 

award hereunder. Until such time as the arbitrators finally close

 

 

 

the hearings, either party shall have the right by written notice

 

 

 

served on the arbitrators and on the other party to specify

 

 

 

further disputes or differences under this Agreement for hearing

 

 

 

and determination. The arbitrators may grant any relief, and

 

 

 

render an award, which they or a majority of them deem just and

 

 

 

equitable and within the scope of this Agreement, including but

 

 

 

not limited to the posting of security. Awards pursuant to this

 

 

 

Clause 19.1 may include costs and judgments may be entered

 

 

 

upon any award made herein in any court having jurisdiction.

 

 

 

and any dispute arising out of or

 

 

 

in connection with this Agreement shall be referred to arbitration

 

504

 

in London in accordance with the Arbitration Act 1996- or

 

505

 

any statutory modification or re-enactment thereof save to

 

506

 

the extent necessary to give effect to the provisions of this

 

507

 

Clause.

 

508

 

The arbitration shall be conducted in accordance with the

 

509

 

London Maritime Arbitrators Association (LMAA) Terms

 

510

 

current at the time when the arbitration proceedings are

 

511

 

commenced.

 

512

 

The reference shall be to three arbitrators. A party wishing

 

513

 

to refer a dispute to arbitration shall appoint its arbitrator

 

514

 

and send notice of such appointment in writing to the other

 

515

 

party requiring the other party to appoint its own arbitrator

 

516

 

within 14 calendar days of that notice and stating that it will

 

517

 

appoint its arbitrator as sole arbitrator unless the other party

 

518

 

appoints its own arbitrator and gives notice that it has done

 

519

 

so within the 14 days specified. If the other party does not

 

520

 

appoint its own arbitrator and give notice that it has done so

 

521

 

within the 14 days specified, the party referring a dispute to

 

522

 

arbitration may, without the requirement of any further prior

 

523

 

notice to the other party, appoint its arbitrator as sole

 

524

 

arbitrator and shall advise the other party accordingly. The

 

525

 

award of a sole arbitrator shall be binding on both parties

 

526

 

as if he had been appointed by agreement.

 

527

 

Nothing herein shall prevent the parties agreeing in writing

 

528

 

to vary these provisions to provide for the appointment of a

 

529

 

sole arbitrator.

 

530

 

In cases where neither the claim nor any counterclaim

 

531

 

exceeds the sum of USD50,000 (or such other sum as the

 

532

 

parties may agree) the arbitration shall be conducted in

 

533

 

accordance with the LMAA Small Claims Procedure current

 

534

 

at the time when the arbitration proceedings are commenced.

 

535

 

19.2 This Agreement shall be governed by and construed

 

536

 

in accordance with Title 9 of the United States Code and

 

537

 

the Maritime Law of the United States and any dispute

 

538

 

arising out of or in connection with this Agreement shall be

 

539

 

referred to three persons at New York, one to be appointed

 

540

 

by each of the parties hereto, and the third by the two so

 

541

 

chosen; their decision or that of any two of them shall be

 

542

 

final, and for the purposes of enforcing any award,

 

543

 

judgement may be entered on an award by any court of

 

544

 

competent jurisdiction. The proceedings shall be conducted

 

545

 

in accordance with the rules of the Society of Maritime

 

546


This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II
“▇▇▇▇▇▇▇ 98” Standard Ship Management Agreement

 

 

 

 

 

Arbitrators, Inc.

 

547

 

In cases where neither the claim nor any counterclaim

 

548

 

exceeds the sum of USD50,000 (or such other sum as the

 

549

 

parties may agree) the arbitration shall be conducted in

 

550

 

accordance with the Shortened Arbitration Procedure of the

 

551

 

Society of Maritime Arbitrators, Inc. current at the time when

 

552

 

the arbitration proceedings are commenced.

 

553

 

19.3 This Agreement shall be governed by and construed

 

554

 

in accordance with the laws of the place mutually agreed by

 

555

 

the parties and any dispute arising out of or in connection

 

556

 

with this Agreement shall be referred to arbitration at a

 

557

 

mutually agreed place, subject to the procedures applicable

 

558

 

there.

 

559

 

19.4 If Box 18 in Part I is not appropriately filled in, sub-

 

560

 

clause 19.1 of this Clause shall apply.

 

561

 

 

 

 

 

Note: 19.1, 19.2 and 19.3 are alternatives; indicate

 

562

 

alternative agreed in Box 18.

 

563

 

 

 

 

20.

Notices

 

564

 

20.1 Any notice to be given by either party to the other

 

565

 

party shall be in writing and may be sent by fax, telex,

 

566

 

registered or recorded mail or by personal service.

 

567

 

20.2 The address of the Parties for service of such

 

568

 

communication shall be as stated in Boxes 19 and 20,

 

569

 

respectively.

 

570

 

 

 

 


This document is a computer generated ▇▇▇▇▇▇▇ 98 form printed by authority of BIMCO. 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 BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

Document Metadata

Filed: October 27th, 2010