EXHIBIT 10.38
SHIPBUILDING CONTRACT
BETWEEN
SEABULK ANGOLA INC.
AND
LABROY SHIPBUILDING AND ENGINEERING PTE LTD
FOR
HULL T 147
LIST OF CONTENTS
Article 1 Definitions
Article 2 Subject of the Contract
Article 3 Time of Delivery
Article 4 Price
Article 5 Payment
Article 6 Supervision
Article 7 Sea Trials and Acceptance of Vessel
Article 8 Builder's Right to Rescind the Contract
Article 9 Alterations to the Vessel
Article 10 Guarantee
Article 11 Delay in Delivery and Deficiencies
Article 12 Insurance and Property
Article 13 Law Applicable and Jurisdiction
Article 14 Miscellaneous
Article 15 Validity
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SHIPBUILDING CONTRACT
FOR
CONSTRUCTION OF ONE (1) 63 M ANCHOR
HANDLING TUG SUPPLY VESSEL
HULL NO. T 147
This CONTRACT, is entered into this 26 Day of October 2004 by and between
LABROY SHIPBUILDING AND ENGINEERING PTE LTD, a corporation
organized and existing under the laws of Singapore having its office at ▇▇. ▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇-▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter
called the "Builder")
on one part; and
SEABULK ANGOLA INC.
a corporation organized and existing under the laws of ▇▇▇▇▇▇▇▇ Islands.
(hereinafter called the "Owner") on one part:
IT IS HEREBY AGREED AS FOLLOWS:
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ARTICLE 1
DEFINITIONS
In this Contract, the following terms shall have the meaning set forth below:
1.1 "Contract" or "this Contract" shall, unless the context otherwise
requires, mean this Contract together with any addenda to this
Contract, which may be mutually agreed between the Parties in writing.
1.2 "Parties" shall mean the Builder and the Owner.
1.3 "Builder" shall mean LABROY SHIPBUILDING AND ENGINEERING PTE LTD.
"Owner" shall mean SEABULK ANGOLA INC.
1.4 "Classification Society" shall mean AMERICAN BUREAU OF SHIPPING (ABS).
1.5 "Contract Price" shall mean Price in Article 4 subject to adjustment in
accordance with Article 7, 9 and 11 of this Contract.
1.6 "Protocol of Delivery and Acceptance" shall mean the Protocol to be
executed by the Builder and the Owner on delivery of the Vessel as
referred to in Article 3 and 7.
1.7 "Owner's Furnished Equipment" shall mean the items to be furnished by
the Owner as referred to in the Contract, and as per Exhibit "E".
1.8 "Sea Trials" shall have the meaning set forth in Article 7 hereof.
1.9 "Builder's Bank" shall mean: DBS Bank
▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
A/c No: ▇▇▇-▇▇▇▇▇▇-▇
for payments due to the Builder, or any other first class bank based in
Singapore nominated by the Builder and approved by the Owner.
"Owner's Bank" shall mean:
Fortis Capital Corp.
Three Stamford Plaza
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇
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for payments due to the Owner, or any other first class bank based in
the United States nominated by the Owner and approved by the Builder.
1.10 "Supervisors" shall mean the person or persons duly authorised by the
Owner to act as its representative or representatives for construction
supervision in conformity with the stipulations of Article 6 hereof.
1.11 "Technical Specification" shall mean Technical Specification prepared
by Builder Naval Architect, Ms Khiam Chuan Marine Pte. Ltd ref Project:
KCM/Q441, signed by both Parties and forming an integral part of the
Contract.
1.12 "Makers List" shall mean the list as attached to the Technical
Specification and signed by both Parties and forming an integral part
of the Contract.
1.13 "Contract Documents" shall mean documents and drawings as per Exhibit
"A" signed by both Parties and forming an integral part of the
Contract.
1.14 "Working Days" shall mean days upon which both Owner's lender and banks
in Singapore are open for business.
1.15 "Delivery Documents" shall mean the documents referred to in Exhibit
"B".
1.16 "Effective Date" shall mean the date when the Contract becomes
effective pursuant to Article 15.
1.17 "Vessel" shall mean the New building under Hull No T147 as defined in
the Contract.
1.18 "Delivery Date" shall mean the date when the completed Vessel shall be
delivered, i.e. June 26, 2006, subject to modifications only in
accordance with this Contract. Effective Date shall be the date when
the first installment of 10% is paid to the Builder.
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ARTICLE 2
SUBJECT OF THE CONTRACT
2.1 OBJECT OF THE CONTRACT
In consideration of the mutual covenants contained herein the Builder
agrees to build, equip, launch and complete the Vessel at the Builder's
wholly owned Shipyard known as PT Nanindah Mutiara Shipyard in Batam
and to deliver the Vessel to the Owner after successful sea trials and
completion of delivery formalities in accordance with Article 7 hereof.
The Vessel shall be built according to the Contract Documents. The
Contract Documents will form integral parts of this Contract.
The Vessel shall be delivered to the Owner free of any liens, charges,
claims, mortgages or other encumbrances whatsoever. The Owner agrees to
purchase, pay for, accept and take delivery of the Vessel once
completed in accordance with this Contract.
2.2 PRECEDENCE OF CONTRACT DOCUMENTS
In the event of a conflict between the documents set out below the
following order of precedence shall govern:
1) Contract
2) Technical Specification
3) General Arrangement
4) Makers List
2.3 MANNER OF CONSTRUCTION
Design, materials and workmanship will be in accordance with the Rules
and Regulations of the Classification Society as per paragraph 2.10,
laws, rules, regulations and enactment as per paragraph 2.11 and
according to first class shipbuilding practice and the Technical
Specification. All works and installations not precisely specified in
the aforementioned documents shall be executed to internationally
recognized shipbuilding practice.
The Owner shall furnish to the Vessel such items as are set out in the
list of Owner's Furnished Equipment attached hereto as Exhibit "E" and
otherwise as may be mutually agreed in writing between the Parties.
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2.4 MAIN DIMENSIONS
The Vessel shall have the dimensions and characteristics stated in the
Technical Specification and in the General Arrangement, including the
following main particulars:
- length over all 63.00m
- length between perpendiculars 55.80m
- breadth moulded 15.00m
- depth moulded 6.10m
- draft design 5.00m
- Gross tonnage abt 1,600 tonnes
- Deadweight abt 1,650 tonnes at 5.00m
- Bollard Pull ahead minimum 80 tonnes
- Free running speed, ahead 14.50 knots at 4.50m draft
2.5 PROPELLING MACHINERY
The Vessel shall be propelled by 2 units of four stroke diesel engine,
each coupled to a C.P.Propeller in Kort nozzle
The main engines plant shall operate using MDO.
2.6 FUEL CONSUMPTION
The specific fuel consumption of the main engine, when operating on,
using corrected to a lower (net calorific value of 42,707 KJ / kg in
accordance with I.S.O. - 3046/I ambient conditions and without attached
pumps shall not exceed: 185gm/kWh with 5% tolerance.
2.7 SPEED
The Vessel's speed on even keel, at a draft of abt. 4.50 in sea water
on trial conditions, deep water (7 - 8 times the draught), no current,
with clean hull and with the wind not exceeding the force of 2 Bft and
sea not exceeding 2 Bft to be 14.5 knots at 100% MCR.
The speed will be verified on seatrials.
2.8 BOLLARD PULL.
The Vessel's bollard pull during sea trail at 100% MCR must be:
Ahead: 80 tonnes minimum.
Bollard Pull to be verified in accordance with relevant section of the
Technical Specifications
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2.9 CLASSIFICATION
The Vessel shall be designed, equipped and built under the survey and
according to be the Rules of American Bureau of Shipping to achieve on
delivery the Class Notation: ABS +A1, Combination Tug & Support Fire
Fighting Vessel Class 1 (E), +AMS, +ACCU, +DPS-1.
And designed and built in accordance with internationally recognized
shipbuilding standards for new vessels of the type and general
characteristics of the Vessel.
2.10 RULES AND REGULATIONS
(i) The Vessel shall correspond on delivery to the Technical
Specification.
(ii) The Vessel shall be built, equipped and certified complying
with all the applicable laws, regulations, rules according to
Article 2.9 hereof and international conventions of the
▇▇▇▇▇▇▇▇ Island flag of registry and requirements of the
regulatory bodies in force at the date of signature of this
Contract.
2.11 CERTIFICATES
At the time of the Vessel's delivery to the Owner pursuant to Article
3.1 hereof respective ABS certificates ( the " Certificates" ) or
preliminary certificates based on the laws, rules, regulations, and
enactment mentioned in Article 2.10 and 2.11 hereof, section 105.4 of
the Technical Specifications and issued by Classification Society, and
applicable authorities and Builder, will be supplied by the Builder to
the Owner as per the Technical Specification.
Fees for obtaining these Certificates will be borne by the Builder.
Other certificates required for the Vessel's registration under
▇▇▇▇▇▇▇▇ Island flag shall be procured and paid for by the Owner with
the exception of the Tonnage Measurement Certificate, which shall be
for the Builder's account. Certificates for Owner's Furnished Equipment
shall be procured and paid for by the Owner.
2.12 INVENTORIES AND DELIVERY DOCUMENTATION
On or before delivery of the Vessel to the Owner the following will be
supplied by the Builder:
a) Inventory as described in the Technical Specification which
will be stored on board as provided for in the Vessel.
b) The Delivery Documents according to Exhibit "B" of this
Contract.
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2.13 REGISTRATION
The Vessel shall be registered by the Owner at its own cost and expense
at the time of its delivery and acceptance subject to the provision of
the Certificates specified in Article 2.12.
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ARTICLE 3
TIME OF DELIVERY
3.1 The Builder shall deliver the Vessel to the Owner afloat at a safe
berth at Builder's shipyard on the Delivery Date, i.e. June 26, 2006,
or 20 months after the date of this Contract as set forth on page one,
which ever is later, subject to modifications and permissible
extensions as provided for in the Contract. The Builder shall give to
the Owner written notice notifying when the Vessel will be ready for
delivery approximately 21 (twenty-one) days before the anticipated
Delivery Date. The Builder shall also give to the Owner written
confirmation 7 (seven) days before the definite Delivery Date.
The Vessel shall be delivered clean, paint work touched up, with all
Builder's equipment removed to customary good practice, and the Vessel
to be fit for immediate commercial operation.
3.2 The agreed Delivery Date is subject to force majeure reservations,
mentioned in Article 11.1. Force majeure shall be regarded as occurring
if the delivery, after the Contract has been signed the Builder is
prevented or delayed by extraordinary circumstances or events which the
Builder could not reasonably have anticipated by exercising utmost due
diligence when signing the Contract, e.g. such as but not limited to
unforeseeable events within or outside the Builder's shipyard as war or
warlike conditions, embargoes, mobilizations, strikes or lockouts,
natural catastrophes, fire or other extraordinary events, beyond the
control of the Builder and not which are caused by the Builder's fault,
error, omission, negligence or imprudence. Force majeure shall moreover
be regarded as occurring if the delivery is prevented or delayed by
late deliveries of major parts (always provided, however, that these
services and deliveries have been ordered by the Builder in a timely
manner with due consideration that delay would be force majeure under
this Article if it had affected the Builder's obligations). This
provision shall not affect the Builder's obligation to exercise due
diligence in avoiding or minimizing delays.
In force majeure circumstances the Builder may require an extension of
delivery time by as many working days as the Builder proves that the
delivery has been delayed on account of such circumstances. The Builder
is obliged to do his utmost to avoid or minimize the delay. If
circumstances occur which in the Builder's reasonable opinion may
entail delay, the Builder shall as soon as possible, but at the latest,
within 7 days of the commencement of the event of force majeure notify
the Owner thereof in writing and submit documents of evidence.
The Builder shall also whenever possible, indicate the probable
duration of the delay. If written notice is not given within the above
period, force majeure may not subsequently be invoked.
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3.3 As soon as possible, but in any event within 7 days from the date of
commencement of any delay on account of which the Builder claims that
it is entitled under Article 3.2 hereof to an extension of time of
delivery of the Vessel the Builder shall give notice to the Owner of
the date such delay commenced, the reasons thereof and an estimate of
the duration thereof. Similarly, as soon as possible, but in any event
within 7 days after such delay expires, the Builder shall give notice
to the Owner of the date such delay expired and shall specify the
period of the time by which in his judgement the time for delivery of
the Vessel should be extended. In the event of a dispute on the said
period it may be referred to arbitration in accordance to Article 13.
3.4 The delivery of the Vessel shall be understood as effected upon signing
the Protocol of Delivery and Acceptance as per Exhibit F on behalf of
the Builder and the Owner and a Protocol of Delivery and Acceptance
from the Owner's lender if required. The Builder shall prepare or cause
the preparation of and furnish to the Owner on delivery of the Vessel
the documents referred to in Exhibit "B" attached hereto.
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ARTICLE 4
PRICE
4.1 The Contract Price of the Vessel is United States Dollars: Ten million
nine hundred and seventeen thousand only (US$10,917,000/-)
4.2 The Contract Price is fixed, i.e., not subject to any adjustment
including but not limited to any rise or fall in rates of wages, cost
of equipment or materials or currencies, save that it is subject only
to adjustments as provided in Articles 7, 9 and 11 hereof.
4.3 All costs and fees, including taxes concerning payment imposed by
authorities outside the Builder's country, incurred or imposed by
reason of the transfer of funds to the Builder referred to in
paragraphs (a) to (c) of Article 5.2 hereof shall borne by the Owner
provided that the corresponding costs and fees imposed within the
Builder's country shall be borne by the Builder.
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ARTICLE 5
5.1 PAYMENT INSTALLMENTS
Payment of the Contract Price shall be made by the Owner to the Builder
by Three (3) installments as follows:
1st installment (10%) equal to US$1,091,700/- on 5 May 2005.
2nd installment (5%) equal to US$545,850/- on 31 July 2005.
3rd installment (85%) equal to US$9,279,450/- upon Delivery of Vessel
5.2 PAYMENT PROCEDURES
The Owner shall pay the Builder the aforesaid installment upon
presentation of the following documents:
(a) in respect of the First Installment on 5 May 2005 provided the
Invoice has been presented at least fifteen (15) banking days,
prior to such date.
(b) in respect of the Second Installment on 31 July 2005 provided
the Invoice has been presented at least fifteen (15) banking
days, prior to such date.
(c) in respect of the Third Installment, upon presentation of
Protocol of Delivery and Acceptance of Vessel Signed by both
the Owner and the Builder.
5.3 PAYMENT FOR MODIFICATION
The sums due for modifications under Article 9 of this Contract shall
be paid as follow:
(a) 100% of such sum for modifications agreed upon under Article 9
when the statement of the adjustment of price is made by the
Builder and accepted by the Owner shall be settled together
with the final payment at the Delivery Date.
5.4 SECURITY TO BE PROVIDED BY BUILDER
(a) As security for the obligation to refund installments made by
Owner due to delays or deficiencies of the Vessel as set out
in Article 11 or due to default under this Contract by
Builder, Builder shall deliver to Owner a bank guarantee(s),
in a form and with a first class bank reasonably acceptable to
Owner, in amounts sufficient to cover each payment installment
made under Articles 5.1 and 5.2. Builder may provide a series
of bank guarantees covering the amounts of each installment,
concurrent with and effective upon the payment of each such
installment.
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(b) Notwithstanding the installment payment requirements set forth
in Articles 5.1 and 5.2, no such installment shall be due
unless and until the bank guarantee is delivered to Owner
covering such installment as provided for in this Article 5.4
(c) Bank guarantee(s) shall be valid up until the delivery of the
vessel to the Owner and shall be assignable to Owner's lender.
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ARTICLE 6
SUPERVISION
6.1 Until delivery of the Vessel, the Owner shall be entitled to have
permanent Supervisors present at the Builder's shipyard in order to
supervise the building of the Vessel in accordance with the Contract
and the Contract Documents and to give in writing to the personnel
appointed by the Builder reasonable remarks concerning any deficiency
or defect in the building or testing of the Vessel. Upon receipt of
such remarks the Builder shall correct such deficiencies or defects.
However, if in the opinion of the Builder and supported by the
Classification Society the remark does not concern any deficiency or
defect in terms of this Contract, a written statement of the Builder
will be forwarded to the Owner specifying the Builder's reasons. If the
parties cannot reach agreement, the dispute will be submitted to
arbitration under Article 13.
6.2 The Owner shall be entitled to employ consultants to supervise from
time to time with regard to the supervision as provided under this
Article.
6.3 The Supervisors shall have the right to participate in any inspection,
tests and trials including the Sea Trials, carried out by the Builder,
the Builder's subcontractors and/or the Classification Society. In the
event of failure of the Supervisor to be present at any inspections,
tests and trials after reasonable written notice to them of the time
and place of such inspections, test and trials (such notice to be given
within the period agreed upon between the Supervisor and the Builder,
which will permit the Supervisors to be present; at a minimum this
period will be 1 day in advance for test and trial at the Builder's
shipyard, Sea Trials in accordance with Article 6.1 hereof, and five
(5) working days for test and trial conducted at any location other
then the Builders shipyard) such inspections, test and trials shall be
performed as if the Supervisor were present and the respective test
shall not be repeated due to the absence of the Supervisor.
6.4 The Builder shall free of charge arrange for the Supervisors use of
such office space and other reasonable facilities for the Supervisors
located at the Builder's shipyard or its close proximity as are
necessary to enable the Supervisors to carry on their duties. The
office space will be equipped with office furniture, high speed
internet access and at lease two telephones with separate lines. The
Owner shall be entitled to use of a separate facsimile machine for its
own use and equipment to access the internet. The Builder shall assist
the Owner in the installation of same. Costs of telephone, telefax and
email will be borne by the Owner.
The Supervisors shall have free access during any working hours to the
Vessel and any other place in the Builder's Shipyard where work is
being done or material for the Vessel is being produced or stored in
connection with the construction of Vessel by Builder.
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As far as possible the Builder will arrange for the Supervisors to have
access to materials and equipment in the manufacturer's and
subcontractor's premises as detailed below:
Main engine(s)
Generator sets
Gearbox & CP Propeller(s)
6.5 The Supervisors shall properly and reasonably execute their function
but shall not interfere with normal practices of the Builder's
shipyard.
6.6 The procedure of approval of technical drawings is as follows. Approval
of plans shall not affect Owner's or Builder's rights and obligations
under this Contract.
(a) The Builder shall submit to the Owner four (4) copies of each of
the plans and drawings, including revised plans, to be submitted
to the Owner for its approval at its address as set forth in
Article 14.6 hereof. The Owner shall, within ten (10) working days
after receipt thereof, return to the Builder the approval or
comments, if any, of the Owner. A list of the plans and drawings
to be so submitted to the Owner shall be mutually agreed upon
between the parties hereto.
(b) In the event that the Owner or the Owner's Representative shall
fail to return the plans and drawings to the Builder within the
time limit as hereinabove provided, such plans and drawings shall
be deemed to have been automatically approved without any comment.
In the event the plans and drawings submitted by the Builder to
the Owner or the Owner's Representative in accordance with this
Article do not meet with the Owner's or the Owner's
Representative's approval, the matter may be submitted by either
party hereto for determination pursuant to Article 13 hereof. If
the Owner's comments on the plans and drawings that are returned
to the Builder by the Owner within the said time limit are not
clearly specified or detailed, the Builder shall promptly request,
in writing, clarification from Owner or Owner's Representative. If
such clarification does not reach the Builder from the Owner
within 5 working days of the Owner's receipt of such request, the
Builder shall be entitled to place its own reasonable
interpretation on such comments in implementing them.
(c) The Builder shall not submit or have submitted drawings that are
pending Owner's approval or comments, if any, in excess of ten
(10) drawings. If the Builder submits more then ten (10) drawings,
the Owner can request additional time for forwarding of the
Owner's approval or comments, if any, for the specific drawings in
addition to the ten (10) working days stipulated above. The Owners
request for additional time will be specific as to drawing and
number, of additional days. Builder will not unreasonably withhold
approval of Owners request for additional time for the Owner to
forward approval and comments, if any. Drawings that the Owner has
requested additional time will not be considered automatically
approved until after the additional time has passed.
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(d) If the Builder thinks that any of the Owner's comments require an
Alteration to the Vessel as provided for in Article 9 hereof, the
Builder will notify the Owner in writing. The Builder will
respond, in writing, to each of the Owner's comments.
6.7 The Owner shall inform the Builder in writing of the names and titles
of the Owner's Supervisors and of the extent of the Supervisors'
authorization to undertake decisions on behalf of the Owner. The Owner
shall have the right to send a skeleton crew to the Builder's shipyard
for the purpose of becoming familiar with the equipment of the Vessel,
ship schemes and systems. During the sea trials, Owner's skeleton crew
may be on board the Vessel but will neither take any active part in the
sea trials nor interfere with the management of the Vessel by the
Builder's crew.
6.8 (a) The Builder shall indemnify the Owner against any action, claim or
proceedings, and any costs or expenses incurred thereby, brought
against the Owner or any of the Owner's servants or agents by any
of the Builder's employees in connection with or rising from this
Contract provided always that such action, claim or proceedings is
not occasioned by the gross negligence or willful act or omission
of the Owner or any of the Owner's servants or agents.
(b) The Owner shall indemnify the Builder against any action, claim or
proceedings and any costs or expenses incurred thereby brought
against the Builder or any of its servants or agents by the
Owner's employees or representative(s) in connection with or
arising from this Contract, provided always that such an action,
claim or proceedings is not occasioned by the gross negligence or
willful act or omission of any of the Builder's servants or
agents.
6.9 The Builder shall have no responsibility for salaries and expenses or
the Supervisors and skeleton crew of the Owner or any other person
employed by the Owner for the purpose set forth in this Article 6.
6.10 The activity of the Supervisors in the shipyard shall not in any way
diminish the Builder's obligations under this Contract and not delay
the construction and delivery of the Vessel.
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ARTICLE 7
SEA TRIALS AND ACCEPTANCE OF VESSEL
7.1 The Sea Trials shall be carried out before the Vessel's Delivery. The
Builder shall give the Owner written notice approximately four weeks
before anticipated Sea Trials. The Builder shall also give written
confirmation of the actual commencement date of the Sea Trials seven
(7) days prior thereto. The Sea Trials shall be performed in the
presence of the Owner's Sea Trials Committee (the name of whose members
shall be provided to the Builder in writing) and the Classification
Society's representatives. In the event of the failure of the Owner's
Sea Trial Representative to be present at the Sea Trials after due
notice has been given to the Owner as provided above, the Builder may
conduct the Sea Trials despite the absence of the Owner's Sea Trial
Committee. In such case, the result of the Sea Trials executed by the
Builder and confirmed by the Classification Society's representatives
shall signify successful completion of the Sea Trials. This does not
apply if by reasons beyond the Owner's control the Owner is prevented
to send a Committee. In such case the Sea Trials shall be reasonably
postponed to enable the participation of the Owner.
7.2 The Sea Trials shall be conducted according to the programme of the Sea
Trials required by the Classification Society and in accordance with
the Technical Specification provisions and agreed upon with the
Classification Society and the Owner in due time.
A written Sea Trial agenda will be prepared by the Builder and provided
to the Owner for review and approval seven (7) days prior to the
scheduled commencement of the Sea Trial.
The Builder shall load the Vessel with the required quantity of fuel
oil, lubricating oil and greases, fresh water, and other stores
necessary to conduct the trials as set forth in the Technical
Specifications. The necessary ballast (fuel oil, fresh water and such
other ballast as may be required) to bring the Vessel to the trial load
draft, as specified in the Technical Specifications, shall be supplied
and paid for by the Builder whilst lubricating oil shall be supplied
and paid for by the Owner within the time advised by the Builder for
the Sea Trials as well as for use before the delivery of the Vessel to
the Owner. The type of lubricating oil and greases shall be in
accordance with the engine specifications and the Owner shall decide
and advise the Builder of the supplier's name for lubricating oil and
greases before the launching of the Vessel, provided that the supplier
shall be acceptable to the Builder and/or the makers of all the
machinery.
7.3 Any fuel oil furnished and paid for by the Builder for trial runs
remaining on board the Vessel, at the time of acceptance of the Vessel
by the Owner, shall be bought by the Owner from the Builder at the
Builder's purchase price for such supply and payment by the Owner
thereof shall be made at the time of delivery of the Vessel. The
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Builder shall pay the Owner at the time of delivery of the Vessel for
the consumed quantity of any lubricating oil which were furnished and
paid for by the Owner at the Owner's purchased price thereof. In
measuring the consumed quantity, lubricating oils remaining in the main
engine, other machinery and their pipes, ▇▇▇▇▇ tube and the line, shall
be excluded.
7.4 If the Sea Trials Committee and/or Classification Society
representatives discover on such Sea Trials defects or omissions, then
the Builder shall rectify same at their own expense to the satisfaction
of the Classification Society and the Owner as soon as possible, before
delivery of the Vessel. Should any serious defects occur during the Sea
Trials, so as to involve major interruption or irregular performance of
Sea Trials, new Sea Trials - if required by the Owner or Classification
Society, shall be carried out in respect of the defective installation
at the Builder's expense.
7.5 The Protocol of Sea Trials Acceptance shall be made and shall be signed
by the Builder and Owner's Sea Trial Committee or if the Sea Trials are
performed without presence of the Owner's Sea Trials Committee when the
notices of Sea Trials have been given as per Article 7.1 by the Builder
and the Classification Society's representative.
7.6 After successful completion of the Sea Trials including providing the
Buyer with a comprehensive written report of all the trial results and
completion of the Vessel in accordance with the Contract and Contract
Documents and when the Builder has performed all of its obligations
thereunder and the Vessel has been completed in accordance with the
provisions of this Contract and Contract Documents including issuance
of clean documents as per EXHIBIT "B" hereof in original, the Builder
shall notify the Owner to that effect.
Upon receipt of such notification from the Builder, the Owner shall,
within 5 Working Days thereafter, notify the Builder by telex or
facsimile confirmed in writing of the acceptance or non acceptance of
the Vessel and in case of non acceptance, stating the reasons therefor.
The Builder shall remedy such defects within 20 days. The Owner shall
then be obliged to sign the Protocol of Delivery and Acceptance if he
accepts the Vessel.
In the event the Owner fails to notify the Builder by telex or telefax
confirmed in writing of the acceptance or non acceptance of the Vessel
within 5 Working Days as from the receipt of Builder's notification,
the Owner shall be obliged to sign the Protocol of Delivery and
Acceptance. If the Owner then fails to take delivery of the Vessel
within 3 days thereof, the Builder shall be entitled to proceed as per
Article 8.
7.7 If in the course of construction, the Vessel sustains any damages and
the repair of such damage has been carried out to the satisfaction of
the Classification Society and the Owner's consultant, the owner shall
have no right to refuse the Vessel or lodge any claims for compensation
for such damage, provided that the Vessel is built and is ready for
delivery in accordance with all the terms of this Contract.
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7.8 The Owner shall take possession of the Vessel immediately upon delivery
and acceptance thereof and shall remove the Vessel from the berth of
the shipyard within 5 days after delivery and acceptance thereof is
effected. If the Owner shall not remove the Vessel from the Berth of
the shipyard within the aforesaid 5 days, then, in such event, the
Owner shall pay to the Builder a reasonable mooring charge for the
Vessel.
7.9 The Owner shall not be entitled to reject the Vessel by reason of any
minor or insubstantial items judged from the point of view of standard
shipbuilding and shipping practice as not being in conformity with the
specifications, but, in that case, the Builder shall not be released
from the obligation to correct and/or remedy such minor or
insubstantial items as soon as practicable after the delivery of the
Vessel.
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ARTICLE 8
BUILDER'S RIGHT TO RESCIND THE CONTRACT
8.1 RIGHT OF RESCISSION
Save rescission of the Contract is decided in mutual agreement between
the Owner and the Builder, the Builder is not entitled to rescind the
Contract, except under conditions whereby the Owner is in default of
performance of his obligations as defined in Article 8.2 under this
Contract. If the Builder wishes to rescind the Contract the Builder
shall follow the procedure to this Article.
8.2 DEFINITION OF DEFAULT
The Owner shall be deemed to be in default of performance of its
obligations under this Contract in the following cases:
a) If the Owner fails to pay any of the installments to the
Builder within the time stipulated in Article 5 hereof, or
b) if the Owner fails to take delivery of the Vessel, when the
Vessel is duly tendered for delivery by the Builder under the
provisions of Article 7.5 and 7.6 hereof.
8.3 INTEREST AND CHARGE
If the Owner is in default of payment of any installment as referred to
in Paragraph 8.2 a) of this Article, the Owner shall pay interest on
such installment at the annual rate of 2% above prevailing prime rate
of DBS Bank, Singapore from due-date of the installment until the date
of payment to the Builder of the full amount including interest.
8.4 EFFECT OF DEFAULT
a) If any default by the Owner occurs, as provided herein before,
the Delivery Date shall be automatically postponed for a
period of continuance of such default by the Owner.
b) If any default by Owner as referred to under Paragraph 8.2 a)
of this Article continues for a period of 5 days, the Builder
shall give notification to the Owner and Owner's lender by fax
or telex of such failure, and the Owner and its lender shall
have a further period of 20 days to make good such default.
c) If the Owner persists in default after the notification and
the further period granted as stated in Paragraph 8.4a) and b)
of this Article, the Builder may rescind the Contract as
provided in Paragraph 8.5 herein below.
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8.5 SALE OF VESSEL
In the event of rescission of the Contract as above provided, the
Builder shall have the option to sell the Vessel and all property
thereof, either at private sale or public auction. Before private sale,
the resale price of the Vessel shall be verified by statements of
international brokers and shall be mutually agreed between the Builder
and the Owner.
If the Builder sells at public auction, the Owner may purchase the
Vessel at such auction. Such invitation to attend shall include the
place and date at which the auction will be held, which date shall not
be less than 30 calendar days from the date on which invitation to
attend is forwarded to the Owner.
The Owner shall, forthwith upon receipt of such invitation, acknowledge
by telex that the same has been received. The sale at auction may be
made by the Builder upon such terms and conditions as the Builder shall
reasonably deem fit, and the proceeds thereof obtained at either the
public auction or private sale shall be applied to:
a) Payment or reimbursement to the Builder of the costs
necessarily and directly incurred by the Builder in connection
with the auction or sale;
b) Payment of the unpaid balance of the Contract Price to the
Builder with interest as above provided;
c) Payment of any other proven loss or damage (excluding
consequential damages) which the Builder may have sustained by
reason of the Owner's default to the Builder;
d) Payment of the balance remaining thereafter, if any, to the
Owner.
If after either of the above events of sale the proceeds of sale exceed
the total amounts to which such proceeds are to be applied as
aforesaid, the Builder shall promptly pay the excess to the Owner
without interest, provided, however, that the amount of such payment to
the Owner shall in no event exceed the total amount of installment
already paid by the Owner. If the proceeds of sale are insufficient to
pay such total amounts payable as aforesaid, the Owner shall promptly
pay the deficiency to the Builder upon demand.
22
ARTICLE 9
ALTERATION TO THE VESSEL
9.1 The Builder shall agree to make any reasonable alteration or additions
to the Vessel requested by the Owner in writing, provided that the
programme of the Builder will not materially be effected by such
alteration and provided such written request takes into account the
current status of the Vessel's completion. All alterations shall be
conducted under the terms of a written agreement between the Parties
duly executed and signed by the Parties, which shall be made prior to
the commencement of the alterations and shall set forth any change in
the Contract Price and/or the Delivery Date of the Vessel and any other
modification to this Contract which may be necessary.
9.2 If any alterations and/or additions pursuant to 9.1 or 9.3 will cause
an increase or decrease in the dead-weight of the Vessel, and/or cargo
capacity, and/or its stability and/or its speed and/or its fuel
consumption, the Builder will notify the Owner of the need for any
Contract provisions with respect to such characteristics to be adjusted
with respect to such alterations and/or additions and the Owner shall
confirm to the Builder whether it wishes such alterations to proceed.
9.3 If any new particular design or drawing presented by the Builder and
accepted by the Owner has the effect of changing any item in the
Technical Specification, then this item in the Technical Specification
shall be superseded by the agreed change, provided that the Builder has
notified the Owner in writing of the consequence of changing any item
when introducing any new particular design or drawing.
9.4 In the event that subsequent to the date of the signing of this
Contract any modifications, deletions or additions are made to the laws
and/or rules and/or regulations applicable to the Vessel or their
interpretation or their application, the Builder will advise the Owner
in a similar manner to an Owner's modification as described in 9.1 and
9.2 above and will inform the Owner of any adjustment of speed
requirements and / or price adjustment any other adjustment whatsoever
of this Contract and Contract Documents, referred to in the Exhibit A.
The Owner may apply to the Classification Society or other regulatory
bodies for a waiver of compliance to any modifications, otherwise the
Builder will effect them after receiving written authorization from the
Owner. The costs or savings relating to these alterations will be for
the account of the Owner.
9.5 Modifications by the Classification Society and / or regulatory bodies
which are not compulsory for the Vessel shall be treated as Owner's
modifications as stated in 9.1 and 9.2 above, if the Owner elects and
agrees in writing to comply with the same.
23
9.6 Subject to Article 2 the Builder reserves the right to make minor
modifications to the Technical Specification and / or Plans found
necessary to suit the local conditions and facilities of the Builder's
shipyard, the availability of materials and equipment, the introduction
of improved construction and/or production methods, provided that the
Builder shall first have notified the Owner and obtained the Owner's
prior approval in writing.
24
ARTICLE 10
GUARANTEE
10.1 For the period of twelve (12) months after delivery of the Vessel
("Guarantee Period") the Builder guarantees the Vessel and her engines
including all parts and equipment under this Contract. This guarantee
excludes any item which is supplied by the Owner or by any other bodies
on behalf of the Owner. This guarantee is against all defects which are
due to defective material and/or poor workmanship and are not a result
of accident, ordinary wear and tear, misuse, mismanagement, negligence
or other improper acts or omissions or neglect on the part of the
Owner, its employees or agents.
10.2 NOTICE OF DEFECTS
The Owner or its duly authorised representative shall notify the
Builder in writing, or by fax or email, confirmed in writing, within a
reasonable time after discovery of any defect for which claim is made
under this guarantee. The Owner's written notice shall describe the
nature of the defect and the extent of the damage caused thereby.
The Builder shall have no obligation for any defects, discovered after
the expiry date of the Guarantee Period, unless first notice of such
defects is received by the Builder not later than ten (10) days after
such expiry date.
10.3 REMEDY OF DEFECTS
a) The Builder shall remedy at its own expense any defect,
against which the Vessel or any of its parts or equipment is
guaranteed under this Article, by making all necessary repairs
and replacements. Such repairs or replacements will be made at
Builder's shipyard if the Vessel can be conveniently brought
there.
b) If the Owner and the Builder agree that the replacements or
repairs under this Article cannot be conveniently made at the
Builder's shipyard, the Owner may have such repairs and/or
replacements carried out elsewhere. In such a case the
Builder's guarantee will not extend to the workmanship
involved in making such replacements or repairs. The Builder
shall reimburse the Owner the documented expenses for such
replacements or repairs.
10.4 In the event a defect or deficiency has been remedied a new guarantee
of 6 (six) months applies for the affected parts after expiration of
the Guarantee Period.
10.5 The Builder shall use all reasonable endeavours to obtain extended
guarantee periods from the manufacturers and suppliers. In the event
that the normal guarantee periods stipulated by manufacturers or
suppliers or various components of machinery, materials, equipment, and
25
outfit furnished to the Builder and embodied in the Vessel exceeds the
aforesaid guarantee period, such extended guarantee rights are to be
assigned and made available to the Owner by the Builder.
10.6 Any defective parts shall be kept by the Owner for 6 (six) months from
date of removal for examination if the Builder notifies the Owner in
writing before removal that it considers this necessary for the
settlement of the Owner's claim. After such period of 6 (six) months,
the Builder shall be deemed to have waived any need for such evidence.
If required by the Builder, the defective parts shall dispatched at the
Builder's expense for examination by the Builder. If the claim is
rejected by the Parties or ultimately by legal decision as provided in
Article 13 hereof as guarantee claim, the Owner shall refund the
expenses of dispatching the parts to the Builder. If such claim is
accepted as guarantee claim the Builder shall bear all necessary
expenses.
10.7 All forwarding expenses for replacement parts supplied under guarantee
obligation shall be at the Builder's expense as far as paragraph 10.3
(b) hereof is concerned. In case of need not to delay the Vessel's
operation, it is the Builder's customary practice to dispatch
replacement parts by airfreight.
10.8 The Builder may appoint one (1) Guarantee Engineer(s) for the initial 3
months of guarantee period, if deemed necessary.
The Owner shall provide the Guarantee Engineer(s) with accommodation,
subsistence and ship's communication at no cost to the Builder.
The Owner shall be liable to and indemnify the Builder for personal
injuries, including death and damages to or loss of properties of the
Guarantee Engineer(s), if such injuries, death, or loss of properties
were caused by negligence of the Owner or its employees or agents.
10.9 SECURITY FOR GUARANTEE
As security for the obligation of the Builder to remedy defects under
Article 10.3(a) or to reimburse the Owner for replacement or repair
expenses under Article 10.3(b), Builder shall deliver to Owner a bank
guarantee, in a form and with a first class bank reasonably acceptable
to Owner, in the amount of five percent (5%) of the Contract Price of
the Vessel. Such warranty bank guarantee shall be delivered to Owner on
or before the Delivery Date and shall be effective for a term of the
Guarantee Period plus six months from the expiration of the Guarantee
Period. Owner may refuse to accept delivery of the Vessel and make the
final installment payment unless and until Builder delivers said
warranty bank guarantee.
26
ARTICLE 11
DELAY IN DELIVERY AND DEFICIENCIES
11.1 If the Vessel is delivered later than the Delivery Date, the Builder
shall not be required to pay any liquidated damages for the first
fifteen (15) days thereafter. The Builder shall then pay to the Owner
US$2,000/- per day for each day of further delay as liquidated damages
if delivery takes place beyond the above mentioned period. The Owner
may not claim on account of any delay compensation over and above said
liquidated damages or make any other claim on account of any delay. If
the delay in delivery of the Vessel for which the Builder is
responsible shall continue for period of more than forty five (45) days
beyond the Delivery Date as stipulated in Article 3.1 or if the total
cumulative delay in delivery including delays due to force majeure or
other reasons or circumstances whatsoever within or beyond the control
of the Builder totals more than ninety (90) days counted from the
Delivery Date the Owner shall be entitled at its option to:
i) reject the Vessel and rescind this Contract. The Builder shall
refund immediately to the Owner, or Owner's lender if lender
so directs, the full amount the Owner has paid to the Builder
under this Contract together with the original cost of the
Owner Furnished Equipment delivered to the Builder, plus
interest thereon at the rate of 2% above prevailing prime rate
of DBS Bank, Singapore from the date following the date of
receipt by the Builder of such pre-delivery installment(s) to
the date of payment by the Builder to the Owner of the refund
whereupon this Contract shall be deemed to be rescinded and
all rights, duties, liabilities and obligations of each of the
Parties to the other shall terminate.
ii) accept the Vessel at the Contract Price plus or minus any
adjustments pursuant to Article 7 and 9 hereof, minus the
liquidated damages, if any, payable under this Article 11.1
and minus the sum of all other liquidated damaged due pursuant
to this Article 11; or
iii) accept the Vessel at a mutually agreed price, provided always
that the maximum liquidated damage payable by the Builder
shall not exceed 5% of the Contract Price.
11.2 BOLLARD PULL.
Should the bollard pull of the vessel as recorded during the official
sea trial be less than the Bollard Pull contracted in Article 2.8 and
should the Builder be unable to remedy this defect within reasonable
time, then the Owner can reject the Vessel.
27
In such event the Builder shall refund immediately to the Owner the
full amount the Owner has paid to the Builder under this Contract
together with the original cost of the Owner Furnished Equipment
delivered to the Builder, plus interest thereon at the rate of 2% above
prevailing prime rate of DBS Bank, Singapore from the date following
the date of receipt by the Builder of such pre-delivery installment(s)
to the date of payment by the Builder to the Owner of the refund,
whereupon this Contract shall be deemed to be rescinded and all rights,
duties, liabilities and obligations of each of the Parties to the other
shall terminate.
11.3 SPEED
Should the speed of the vessel as recorded on the official Sea Trial be
less than the Speed specified in Article 2.7, and should the Builder be
unable to remedy this defect within reasonable time then, the Owner can
reject the Vessel.
In such event the Builder shall refund immediately to the Owner the
full amount the Owner has paid to the Builder under this Contract
together with the original cost of the Owner Furnished Equipment
delivered to the Builder, plus interest thereon at the rate of 2% above
prevailing prime rate of DBS Bank, Singapore from the date following
the date of receipt by the Builder of such pre-delivery installment(s)
to the date of payment by the Builder to the Owner of the refund,
whereupon this Contract shall be deemed to be rescinded and all rights,
duties, liabilities and obligations of each of the Parties to the other
shall terminate.
11.4 FUEL OIL CONSUMPTION-DELETED.
11.5 DEADWEIGHT -DELETED.
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ARTICLE 12
INSURANCE AND PROPERTY
12.1 Title to the Vessel, to the extent completed and paid for by Owner, and
(to the same extent) title to all work and material performed upon or
installed in the Vessel or placed on board the Vessel, shall vest in
the Owner. Title in all material at the Builder's shipyard and all
material of the Builder located elsewhere, for use in the performance
of the contract work, to the extent that the Owner has paid for same,
shall also be vested in the Owner. However, except as may otherwise be
provided in this Contract, the risk of loss of or damage to the Vessel
and/or all such work and material, along with the corresponding
obligation to insure such risks pursuant to Section 12.2, shall remain
with the Builder until Delivery; and the Owner shall not be deemed to
have hereby waived its rights to require the Builder to replace, at
Builder's expense, defective, damaged or destroyed workmanship or
material, and to deliver the Vessel with the contract work completed,
all in accordance with this Contract. The Builder shall have an equity
in such material and completed contract work in the Builder's shipyard
and elsewhere to the extent that it has not been paid for by the Owner
and to the extent that it is not incorporated in or installed on the
Vessel. In the event that any Owner Furnished Equipment item is lost or
damaged and Builder is unable to replace or adequately repair such
items, Owner shall be entitled to deduct the Invoice value for the
relevant item from the Delivery installment. Concurrently with Delivery
of the Vessel, all risks of loss and damage, as well as all insurance
responsibilities in respect of the Vessel, shall pass to Owner.
EXTENT OF INSURANCE COVERAGE
12.2 The Vessel and/or such parts as shall be constructed and all materials,
engines, machinery, outfit and equipment pertaining to this Contract
and within the premises of the Builder's shipyard shall immediately be
marked with the Vessel's Hull Number and shall until delivery of the
Vessel be insured by the Builder at Builder's expense, with acceptable
class insurance companies or underwriters under coverage corresponding
to the London Institute Builder's risks clause including trials with
the exception of war risks and in accordance with and subject to the
terms of the usual construction policy for a total of not less than the
amount having been paid by the Owner to the Builder of the Vessel.
Builder shall cause its insurers to name Owner and Owner's lender as
additional insureds under the above insurances, but without liability
for premiums.
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12.3 (a) Partial Loss of Vessel
In the event the Vessel shall be damaged by any insured cause
whatsoever prior to acceptance thereof by the Owner and in further
event that such damage shall not constitute an actual or a constructive
total loss of the Vessel, the Builder shall repair such damage,
satisfactory to the Owner and Classification requirements without
remarks, exceptions or recommendations and to the provisions of this
Contract without additional expense to the Owner. If the Vessel shall
be so damaged by a non insured cause, the Builder may elect to repair
such damage as above or treat the Vessel as a total loss in accordance
with (b) below.
(b) Total Loss of Vessel
In the event the Vessel is determined to be an actual constructive,
compromised or arranged total loss, the Builder and the Owner shall
agree as soon as reasonably practicable after declaration of such total
loss but in any event within twenty-eight (28) days thereafter on one
of the following alternatives.
i) To build another Vessel in place of the Vessel so lost and
deliver it under this Contract to the Owner provided that the
parties shall have agreed in writing to a reasonable time for
the delivery of such Vessel in place of the lost Vessel, or
failing to reach such a decision.
ii) The Builder shall refund immediately to the Owner, or to
Owner's lender if Owner's lender so directs, in the Full
amount of installments paid to the Builder under this Contract
together with the original cost of the Owner Furnished
Equipment delivered to the Builder, plus interest at rate of
2% above prevailing prime rate of DBS Bank, Singapore
whereupon this Contract shall be deemed to be rescinded and
all rights, duties, liabilities and obligations of each of the
Parties to the other shall terminate.
In case of no agreement, the second alternative to apply.
(c) The policies required under this contract will require
Underwriters to provide the Owner and Owner's lender 30 days
prior written notice of any policy cancellation. In the event
Builder does not provide proof of equivalent coverage prior to
cancellation, the Owner will have the right but not the
obligation to purchase equivalent coverage and deduct the cost
of such coverage from the next scheduled payment due from
Owner to the Builder under this agreement.
The Owner shall receive copies of the policies 10 days prior to keel
laying.
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ARTICLE 13
LAW APPLICABLE AND ARBITRATION
13.1 This Contract and all other agreements and amendments pursuant and
relating to this Contract shall be construed, interpreted and in all
respects including those of product liability be governed by the
Singapore Law.
13.2 Notwithstanding any translation of this Contract, Documents or any of
the Annexes or Exhibits hereto into any other languages, the English
wording shall prevail.
13.3 If any dispute arises between the parties hereto in regard to the
design and/or construction of the Vessel, their machinery and
equipment, and/or in respect of the materials and/or workmanship
thereof, and/or thereon, or the Technical Specification or the Plans,
the Parties may by mutual agreement refer the dispute to a
classification society or to such other expert as may be mutually
agreed between the parties hereto, and whose decision shall be final,
conclusive, and binding upon the parties hereto.
13.4 In the event that the Parties hereto do not agree to settle a dispute
according to Sub-Article 13.3 and/or in the event of any other dispute
of any kind whatsoever between the parties and relating to this
Contract or its rescission or any stipulation therein, such dispute
etc, shall be submitted to arbitration under Sub-Article 13.5 below.
13.5 The dispute or difference shall be referred to arbitrators, one to be
appointed by each party, and such arbitrators shall refer the matter to
an umpire. Alternatively, the parties hereto may agree to refer such
dispute or difference to a single arbitrator agreed between the parties
or elected by the president of the Singapore International Arbitration
Centre. Any such reference shall be deemed to be a submission to
arbitration within the meaning of the Arbitration Act in force from
time to time in Singapore.
13.6 Any such reference to arbitrators shall if related to delay require
such arbitrators to state in any award made the number of days (if any)
by which the Delivery Date shall be extended by reason arising from the
dispute or difference.
13.7 Any arbitration under this Article shall take place in Singapore and in
English language.
13.8 In the event of any dispute or difference arising or occurring prior to
delivery to, or acceptance by, the Owner of the Vessel being referred
to in arbitration, the parties hereby acknowledge that time is of the
essence in obtaining an award from the arbitrator on such dispute and
the parties hereby agree that the arbitration shall be conducted
according to the following timetable:
31
(a) The claimant in the arbitration to serve points of claim
within fourteen (14) days of the appointment of the
arbitrator.
(b) The respondent in the arbitration to serve points of defense
and points of counterclaim, if any, within fourteen (14) days
thereafter.
(c) The claimant to serve points of reply and defense to
counterclaim, if any, within seven (7) days thereafter and the
hearing of the arbitration to commence within twelve (12)
weeks of the appointment of the arbitrator.
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ARTICLE 14
MISCELLANEOUS
14.1 RIGHT OF ASSIGNMENT
The Owner shall not assign this Contract to any other individual or
company unless prior consent of the Builder is given in writing, such
consent shall not be unreasonably withheld by the Builder provided,
however, the Owner may assign this contract to any indirectly or
directly wholly owned subsidiary or to any affiliate which is 100%
owned directly or indirectly by the ultimate parent of the Owner. The
Builder shall not assign this Contract except as agreed in writing by
the Owner.
14.2 PATENTS, TRADEMARKS AND COPYRIGHTS
Machinery and equipment of the Vessel may bear the patent number,
trademarks or trade names of the manufacturers thereof. The Builder
shall defend and save harmless the Owner from patent, trademarks and
copyrights liability, or claims of patent, trademarks and copyrights
infringement of any nature or kind, including costs and expenses for,
or on account of any patented invention or item subject to trademark or
copyright rights made or used in the performance of this Contract and
also including costs and expenses of any litigation. The Builder's
indemnity hereunder does not extend to any Owner's Furnished Equipment.
14.3 GENERAL PLANS, SPECIFICATIONS AND WORKING DRAWINGS
Khiam Chuan Marine Pte Ltd retains the title to the Design as stated in
Exhibit G part 7.1 of this contract. Builder and Owner undertakes not
to disclose or divulge the Technical Specifications, plans and working
drawings, technical descriptions, calculations, test results and other
data, information and documents concerning the design and construction
of the Vessel and the information contained therein to any third
parties, without the prior written consent of the other party,
excepting where it is necessary for usual operation, repair and
maintenance of the Vessel.
14.4 COSTS, TAXES AND DUTIES
Any and all taxes of any nature whatsoever due as a result of the
performance of this contract by the Builder, including but not limited
to the purchase of equipment and material supplied by the Builder
(imported or purchased from local suppliers), workforce, payments to
sub-contractors will be paid by the Builder.. Any legal, Consular or
Notary expenses in connection with registration under the Owner's flag
shall be borne by the Owner.
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14.5 ASSISTANCE TO OWNER
Builder is to provide any and all information and assistance that maybe
requested by Owner and/or Banks that maybe interested in or have
agreed to provide finance for the Construction of the subject Vessel.
Any and all information provided will be held confidential and used
solely for the intended purpose it has been provided for. If Owners and
/or their Banks with whom an agreement is reached for financing the
construction of the Vessel request any subsequent changes to the terms
of Contract as a result of Owners obtaining finance then Builder agrees
to cooperate and assist in making the required changes provided these
are reasonable. Owner remains responsible for any additional costs
incurred as a result of any changes being made to the contract terms.
14.6 CERTIFICATE OF OWNERSHIP
Upon the delivery of the Vessel to the Owner, the Builder shall deliver
to the Owner a Certificate of Ownership in the form attached hereto as
Exhibit "C".
14.7 ADDRESS OF CONTRACTING PARTIES
The respective addresses of the Parties for the purposes of the
Contract hereof until further notice are:
a) For commercial notices:
Seabulk Angola Inc.
c/o Seabulk Offshore SA
14, Avenue Reverdil
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇▇
Tel: ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
For Technical notices:
Seabulk Angola Inc.
c/o Seabulk International Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇
Attention ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Ext 612
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
34
b) Builder: Labroy Shipbuilding and Engineering Pte Ltd
Address: ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇-▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Attention: Toh Ho Tay
Tel: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Email: ▇▇▇@▇▇▇▇▇▇.▇▇▇.▇▇
14.8 LANGUAGE
All notices, communications and documents in connection with this
contract shall be in English language.
35
ARTICLE 15
VALIDITY
15.1 This Contract shall become effective the date (Effective Date) when the
Contract is signed on 26 Oct 2004.
15.2 Any modifications of and/or changes to this Contract are only valid if
executed in writing and duly signed by all Parties.
15.3 This Contract has been made in good faith in the English language and
has been signed in two (2) originals in Singapore.
ARTICLE 16
OPTIONS
16. Owner shall have options for four additional Vessels under the terms
and condition set forth in Exhibit G, attached hereto and made a part
hereof.
For and on behalf of For and on behalf of
OWNER BUILDER
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ /s/ TAN BOY TEE
................................ .................................
BY: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇ BY: ▇▇. ▇▇▇ BOY TEE
WITNESS WITNESS
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ TOH HO TAY
................................ .................................
BY: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: TOH HO TAY
36
EXHIBIT A
"TECHNICAL SPECIFICATION" Hull No T145
63/5M Anchor Handling Tug
Supply Vessel
Project KCM/Q441 dated 20 Oct 2004
"MAKER LIST" as attached to Technical Specification
"GENERAL ARRANGEMENT" KCM Drawing No. KCM/Q441-G-1
EXHIBIT B
LIST OF DELIVERY - DOCUMENTS
- Protocol of Delivery and Acceptance
- Builder's Certificate
- Certificate of Owner ship, EXHIBIT C
- Commercial Invoice
- Results of Sea Trials
- Protocol of Inventory Delivery
- Protocol of Spare Parts Delivery
- Protocol of Fuel, Lubricating Oil and Greases
- Delivery Documentation (Plans, Drawings, Manuals etc.)
- Certificates as defined in Article 2.12
- Test Reports
- Other Documents as listed in Section 105.4 of the Technical Specifications
37
EXHIBIT C
CERTIFICATES OF OWNERSHIP
Pursuant to Article 3 of the Contract dated ...................................
by and between ................................................................
having its registered office at .................... and ......................
........................................ as the Owner, and having its registered
office at ............................................ for the construction and
delivery to the Owner of ......................................................
constructed at ......................... yard, ................................
(the Builder) hereby makes the following Declaration of Warranty:
In pursuance of the provisions of Article 13.4 of the Contract
(Builder)
dated ...................... hereby transfer to ................................
.................................. or its nominee referred to as the Owner in the
Shipbuilding Contract the property of the................................... and
Vessel No. ....... at ......... Shipyard free and clear of any liens, charges,
claims, mortgages or other encumbrances as of this ..................... day of
.......................................
..................................
Signature
38
EXHIBIT D
(INTENTIONALLY LEFT BLANK)
39
EXHIBIT E
LIST OF OWNER'S SUPPLIES
(above those specified in the Specification)
Cabin and bathroom inventories (towel, linen, blankets)
Kitchenware and pantry ▇▇▇▇
Mess inventory (china, cutlery, glasses, towels, etc.)
Provisions
Normal tools and portable lifting equipment other than that referred to in the
Technical Specification
Consumables
Additional Spare Parts
Sea charts and books
Ropes and deck inventories besides those indicated in the Technical
Specification
Stores and inventories besides the fixed ones
Medicine outfit
Television & other entertainment equipment above those specified in the
Specification.
40
EXHIBIT F
OF THE CONTRACT REFERRING TO ARTICLE 3 (TIME OF DELIVERY), PARAGRAPH 3.4
PROTOCOL OF DELIVERY AND ACCEPTANCE
Know all men by these presents:
That the undersigned, ......................................, the Builder, does
hereby deliver the Vessel as described hereunder at ........ hour (local time)
on the ....... day of ........... at .................. to .............. , the
Owner, in accordance with provisions of the Shipbuilding Contract, and Technical
Specifications and plans thereto.
That this Protocol of Delivery and Acceptance does not release Builder from its
responsibilities under the provisions of the ARTICLE 10 entitled "GUARANTEE" of
said Shipbuilding Contract.
In witness whereof, the parties have caused this instrument to be duly executed
on this day of
......................................
OWNER: BUILDER:
.................................... ...............................
BY: BY:
WITNESS: WITNESS:
.................................... ...............................
BY: BY:
41
