BUILDING CONTRACT. (a) Charterer shall have access to all specifications, diagrams, charts, plans and drawings for the Vessel. Charterer shall also have the right to participate as an observer in all meetings between Owner (and its Affiliates) and Daewoo and subcontractors and suppliers of Owner and Daewoo related to technical issues and changes to the Specifications. In addition, Charterer shall have the right to receive promptly copies of drafts of the proposed change orders and any correspondence relating thereto and to the technical issues. (b) Owner shall cause Daewoo to prepare the LNGRV Design Drawings and, present such LNGRV Design Drawings to Charterer for approval. Such LNGRV Design Drawings, once approved by Charterer, shall become part of the Specifications and the Building Contract. Charterer shall have ***** days after receipt of any such drawing to notify Owner in writing as to whether Charterer approves or rejects the drawing. Charterer shall include with its notice of rejection detailed comments explaining the basis for rejection, whereupon Owner shall cause Daewoo to consult with Charterer regarding the issues leading to rejection of the drawings. Charterer’s approval of the drawings will be deemed to be given if Charterer does not notify Owner in writing within the ***** day period described above. (c) Owner represents and warrants that the Vessel shall be constructed in accordance with the Building Contract and in accordance with specifications, diagrams, charts, plans and drawings provided to Charterer pursuant to Article 32 which specifications, diagrams, charts, plans and drawings shall, unless otherwise agreed between Owner and Charterer, comply with the provisions of this Charter. (d) Unless the Building Contract has been novated to Lessor in connection with a transfer under section 23.1(b), without Charterer’s consent: (i) Owner shall not waive any material right of Owner under the Building Contract; (ii) unless this Charter has been terminated, if Owner pursuant to any right under the Building Contract elects or intends to elect to cancel the Building Contract Owner shall first offer to Charterer an assignment of the Building Contract, Charterer’s decision shall be taken promptly. If Charterer takes such assignment then, in exchange for such assignment, Charterer shall reimburse Owner for amounts that would have been reimbursed by Daewoo for any default under the Building Contract to the extent that such amounts are (A) required to enable Owner to discharge its indebtedness to each Mortgagee with respect to the Vessel; (B) Owner’s equity expended and/or Owner’s indebtedness to its shareholders directly related to such equity expended and (C) Vessel supervision costs incurred by Owner to the extent such costs do not exceed ***** United States dollars (U.S. $*****). If Charterer takes an assignment of the Building Contract, then this Charter shall thereupon be cancelled; (iii) except as provided in Article 32 and section 4.2, Owner shall not agree to any change in the Building Contract or in the specifications, diagrams, charts, plans and drawings of the Vessel; and (iv) Owner shall not exercise any right under the Building Contract if such exercise could have a material effect on the Scheduled Delivery Date, the performance of the Vessel or the amount of compensation recoverable under the Building Contract for any default on the part of Daewoo. (e) If the Building Contract has been novated to Lessor in connection with a transfer under section 23.1(b): (i) Owner shall procure that no material right of the Lessor under the Building Contract is waived; (ii) unless this Charter has been terminated if Lessor pursuant to any right under the Building Contract elects or intends to elect to cancel the Building Contract Owner shall cause Lessor to offer first to Charterer an assignment of the Building Contract. Charterer’s decision shall be taken promptly. If Charterer takes such assignment then, in exchange for such assignment, Charterer shall reimburse to Lessor amounts that would have been reimbursed by Daewoo under the Building Contract to the extent that such amounts are (A) required to discharge all indebtedness owed to each Mortgagee and Lessor with respect to the Vessel to be discharged; (B) Owner’s equity expended and/or Owner’s indebtedness to its shareholders directly related to such equity expended; and (C) Vessel supervision costs incurred by Owner to the extent such costs do not exceed ***** United States dollars (U.S. $*****). If Charterer takes an assignment of the Building Contract, then this Charter shall thereupon be cancelled; (iii) except as provided in Article 32, section 4.2, and this section 4.12 Owner shall procure that no change is agreed with regard to the Building Contract or to the specifications, diagrams, charts, plans and drawings of the Vessel as submitted to Charterer prior to the date hereof; and (iv) Owner shall procure that no right is exercised under the Building Contract or any other document if such exercise could have a material effect on the Scheduled Delivery Date, the performance of the Vessel or the amount of compensation recoverable under the Building Contract for any default on the part of Daewoo. (f) With a view to ensuring that Daewoo fulfils its obligations under the Building Contract, within ***** days hereof, subject to the prior approval of Charterer, Owner shall enter into a “Supervision Agreement” acceptable to Charterer appointing a supervisor to act on behalf of Owner in overseeing the construction of the Vessel and in performing co-ordination functions, including communications with Charterer, in connection with construction of the Vessel. Promptly thereafter, Owner shall provide a true copy of such Supervision Agreement to Charterer. Owner shall ensure that the supervisor under such Supervision Agreement is fully aware of all of Charterer’s rights under this Charter. Within ***** days of Charterer’s notice to Owner, Charterer shall have the right to require Owner to replace the supervisor of the Vessel with another supervisor that is satisfactory to the Charterer. (g) Owner represents to Charterer that, in accordance with the terms of the Building Contract, the Builder shall request Export-Import Bank of Korea to issue a refund guarantee in respect of the instalments payable to the Builder prior to delivery under the Building Contract. Charterer accepts such guarantee may be replaced by a similar refund guarantee covering the same payment liabilities as part of a novation of the Building Contract by Owner to Lessor.
Appears in 1 contract
Samples: LNG Regassification Vessel Time Charter Party (Exmar Energy Partners LP)
BUILDING CONTRACT. (a) Charterer shall have access to all specifications, diagrams, charts, plans and drawings for the Vessel. Charterer shall also have the right to participate as an observer in all meetings between Owner (and its Affiliates) and Daewoo and subcontractors and suppliers of Owner and Daewoo related to technical issues and changes to the Specifications. In addition, Charterer shall have the right to receive promptly copies of drafts of the proposed change orders and any correspondence relating thereto and to the technical issues.
(b) Owner shall cause Daewoo to prepare the LNGRV Design Drawings and, present in so far such LNGRV Design Drawings have not been finalized before the date of this Charter, present such drawings to Charterer for approval. Such LNGRV Design Drawings, once approved by Charterer, if Charterer’s approval is required in accordance with section 4.12 of the Charter, shall become part of the Specifications and the Building Contract. Charterer shall have ***** days after receipt of any such drawing to notify Owner in writing as to whether Charterer approves or rejects the drawing. Charterer shall include with its notice of rejection detailed comments explaining the basis for rejection, whereupon Owner shall cause Daewoo to consult with Charterer regarding the issues leading to rejection of the drawings. Charterer’s approval of the drawings will be deemed to be given if Charterer does not notify Owner in writing within the ***** day period described above.
(c) Owner represents and warrants that the Vessel shall be constructed in accordance with the Building Contract and in accordance with specifications, diagrams, charts, plans and drawings provided to Charterer pursuant to Article 32 which specifications, diagrams, charts, plans and drawings shall, unless otherwise agreed between Owner and Charterer, comply with the provisions of this Charter.
(d) Unless the Building Contract has been novated to Lessor in connection with a transfer under section 23.1(b), without Charterer’s consent:
(i) Owner shall not waive any material right of Owner under the Building Contract;
(ii) unless this Charter has been terminated, if Owner pursuant to any right under the Building Contract elects or intends to elect to cancel the Building Contract Owner shall first offer to Charterer an assignment of the Building Contract, Charterer’s decision shall be taken promptly. If Charterer takes such assignment then, in exchange for such assignment, Charterer shall reimburse Owner for amounts that would have been reimbursed by Daewoo for any default under the Building Contract to the extent that such amounts are (A) required to enable Owner to discharge its indebtedness to each Mortgagee with respect to the Vessel; (B) Owner’s equity expended and/or Owner’s indebtedness to its shareholders directly related to such equity expended and (C) Vessel supervision costs incurred by Owner to the extent such costs do not exceed ***** United States dollars (U.S. $*****). If Charterer takes an assignment of the Building Contract, then this Charter shall thereupon be cancelled;
(iii) except as provided in Article 32 and section 4.2, Owner shall not agree to any change in the Building Contract or in the specifications, diagrams, charts, plans and drawings of the Vessel; and
(iv) Owner shall not exercise any right under the Building Contract if such exercise could have a material effect on the Scheduled Delivery Date, the performance of the Vessel or the amount of compensation recoverable under the Building Contract for any default on the part of Daewoo.
(e) If the Building Contract has been novated to Lessor in connection with a transfer under section 23.1(b):
(i) Owner shall procure that no material right of the Lessor under the Building Contract is waived;
(ii) unless this Charter has been terminated if Lessor pursuant to any right under the Building Contract elects or intends to elect to cancel the Building Contract Owner shall cause Lessor to offer first to Charterer an assignment of the Building Contract. Charterer’s decision shall be taken promptly. If Charterer takes such assignment then, in exchange for such assignment, Charterer shall reimburse to Lessor amounts that would have been reimbursed by Daewoo under the Building Contract to the extent that such amounts are (A) required to discharge all indebtedness owed to each Mortgagee and Lessor with respect to the Vessel to be discharged; (B) Owner’s equity expended and/or Owner’s indebtedness to its shareholders directly related to such equity expended; and (C) Vessel supervision costs incurred by Owner to the extent such costs do not exceed ***** United States dollars (U.S. $*****). If Charterer takes an assignment of the Building Contract, then this Charter shall thereupon be cancelled;
(iii) except as provided in Article 32, section 4.2, and this section 4.12 Owner shall procure that no change is agreed with regard to the Building Contract or to the specifications, diagrams, charts, plans and drawings of the Vessel as submitted to Charterer prior to the date hereof; and
(iv) Owner shall procure that no right is exercised under the Building Contract or any other document if such exercise could have a material effect on the Scheduled Delivery Date, the performance of the Vessel or the amount of compensation recoverable under the Building Contract for any default on the part of Daewoo.
(f) With a view to ensuring that Daewoo fulfils fulfills its obligations under the Building Contract, within ***** days hereof, subject to the prior approval of Charterer, Owner shall enter into a “Supervision Agreement” acceptable to Charterer appointing a supervisor to act on behalf of Owner in overseeing the construction of the Vessel and in performing co-ordination functions, including communications with Charterer, in connection with construction of the Vessel. Promptly thereafter, Owner shall provide a true copy of such Supervision Agreement to Charterer. Owner shall ensure that the supervisor under such Supervision Agreement is fully aware of all of Charterer’s rights under this Charter. Within ***** days of Charterer’s notice to Owner, Charterer shall have the right to require Owner to replace the supervisor of the Vessel with another supervisor that is satisfactory to the Charterer.
(g) Owner represents to Charterer that, in accordance with the terms of the Building Contract, the Builder shall request a refund guarantee has been issued by Export-Import Bank of Korea to issue a on 14th December 2000 (Ref. Nr. M0902-012-LG-00071), as amended by an amendment letter (Ref. Nr. M0902-205-LG-00250) dated 30th May 2002, and such refund guarantee in respect of the instalments payable to the Builder prior to delivery under the Building Contracthas not been amended or terminated. Charterer accepts such guarantee may be replaced by a similar refund guarantee covering the same payment liabilities as part of a novation of the Building Contract by Owner to Lessor.
Appears in 1 contract
Samples: LNG Vessel Time Charter Party (Exmar Energy Partners LP)
BUILDING CONTRACT. (a) Charterer shall have access to all specifications, diagrams, charts, plans and drawings for the Vessel. Charterer shall also have the right to participate as an observer in all meetings between Owner (and its Affiliates) and Daewoo and subcontractors and suppliers of Owner and Daewoo related to technical issues and changes to the Specifications. In addition, Charterer shall have the right to receive promptly copies of drafts of the proposed change orders and any correspondence relating thereto and to the technical issues.
(b) Owner shall cause Daewoo to prepare the LNGRV Design Drawings and, present such LNGRV Design Drawings to Charterer for approval. Such LNGRV Design Drawings, once approved by Charterer, shall become part of the Specifications and the Building Contract. Charterer shall have ***** days after receipt of any such drawing to notify Owner in writing as to whether Charterer approves or rejects the drawing. Charterer shall include with its notice of rejection detailed comments explaining the basis for rejection, whereupon Owner shall cause Daewoo to consult with Charterer regarding the issues leading to rejection of the drawings. Charterer’s approval of the drawings will be deemed to be given if Charterer does not notify Owner in writing within the ***** day period described above.
(c) Owner represents and warrants that the Vessel shall be constructed in accordance with the Building Contract and in accordance with specifications, diagrams, charts, plans and drawings provided to Charterer pursuant to Article 32 which specifications, diagrams, charts, plans and drawings shall, unless otherwise agreed between Owner and Charterer, comply with the provisions of this Charter.
(d) Unless the Building Contract has been novated to Lessor in connection with a transfer under section 23.1(b), without Charterer’s consent:
(i) Owner shall not waive any material right of Owner under the Building Contract;
(ii) unless this Charter has been terminated, if Owner pursuant to any right under the Building Contract elects or intends to elect to cancel the Building Contract Owner shall first offer to Charterer an assignment of the Building Contract, Charterer’s decision shall be taken promptly. If Charterer takes such assignment then, in exchange for such assignment, Charterer shall reimburse Owner for amounts that would have been reimbursed by Daewoo for any default under the Building Contract to the extent that such amounts are (A) required to enable Owner to discharge its indebtedness to each Mortgagee with respect to the Vessel; (B) Owner’s equity expended and/or Owner’s indebtedness to its shareholders directly related to such equity expended and (C) Vessel supervision costs incurred by Owner to the extent such costs do not exceed ***** United States dollars (U.S. $*****). If Charterer takes an assignment of the Building Contract, then this Charter shall thereupon be cancelled;
(iii) except as provided in Article 32 and section 4.2, Owner shall not agree to any change in the Building Contract or in the specifications, diagrams, charts, plans and drawings of the Vessel; and
(iv) Owner shall not exercise any right under the Building Contract if such exercise could have a material effect on the Scheduled Delivery Date, the performance of the Vessel or the amount of compensation recoverable under the Building Contract for any default on the part of Daewoo.
(e) If the Building Contract has been novated to Lessor in connection with a transfer under section 23.1(b):
(i) Owner shall procure that no material right of the Lessor under the Building Contract is waived;
(ii) unless this Charter has been terminated if Lessor pursuant to any right under the Building Contract elects or intends to elect to cancel the Building Contract Owner shall cause Lessor to offer first to Charterer an assignment of the Building Contract. Charterer’s decision shall be taken promptly. If Charterer takes such assignment then, in exchange for such assignment, Charterer shall reimburse to Lessor amounts that would have been reimbursed by Daewoo under the Building Contract to the extent that such amounts are (A) required to discharge all indebtedness owed to each Mortgagee and Lessor with respect to the Vessel to be discharged; (B) Owner’s equity expended and/or Owner’s indebtedness to its shareholders directly related to such equity expended; and (C) Vessel supervision costs incurred by Owner to the extent such costs do not exceed ***** United States dollars (U.S. $*****). If Charterer takes an assignment of the Building Contract, then this Charter shall thereupon be cancelled;
(iii) except as provided in Article 32, section 4.2, and this section 4.12 Owner shall procure that no change is agreed with regard to the Building Contract or to the specifications, diagrams, charts, plans and drawings of the Vessel as submitted to Charterer prior to the date hereof; and
(iv) Owner shall procure that no right is exercised under the Building Contract or any other document if such exercise could have a material effect on the Scheduled Delivery Date, the performance of the Vessel or the amount of compensation recoverable under the Building Contract for any default on the part of Daewoo.
(f) With a view to ensuring that Daewoo fulfils fulfills its obligations under the Building Contract, within ***** days hereof, subject to the prior approval of Charterer, Owner shall enter into a “Supervision Agreement” acceptable to Charterer appointing a supervisor to act on behalf of Owner in overseeing the construction of the Vessel and in performing co-ordination functions, including communications with Charterer, in connection with construction of the Vessel. Promptly thereafter, Owner shall provide a true copy of such Supervision Agreement to Charterer. Owner shall ensure that the supervisor under such Supervision Agreement is fully aware of all of Charterer’s rights under this Charter. Within ***** days of Charterer’s notice to Owner, Charterer shall have the right to require Owner to replace the supervisor of the Vessel with another supervisor that is satisfactory to the Charterer.
(g) Owner represents to Charterer that, in accordance with the terms of the Building Contract, the Builder shall request Export-Import Bank of Korea to issue a refund guarantee in respect of the instalments payable to the Builder prior to delivery under the Building Contract. Charterer accepts such guarantee may be replaced by a similar refund guarantee covering the same payment liabilities as part of a novation of the Building Contract by Owner to Lessor.
Appears in 1 contract
Samples: LNG Regassification Vessel Time Charter Party (Exmar Energy Partners LP)
BUILDING CONTRACT. (a) Charterer shall have access to all specifications, diagrams, charts, plans and drawings for the Vessel. Charterer shall also have the right to participate as an observer in all meetings between Owner (and its Affiliates) and Daewoo and subcontractors and suppliers of Owner and Daewoo related to technical issues and changes Subject to the Specifications. In additionprovisions of Clause 2, Charterer shall have the right to receive promptly copies of drafts of the proposed change orders and any correspondence relating thereto and to the technical issues.
(b) Owner shall cause Daewoo to prepare the LNGRV Design Drawings and, present such LNGRV Design Drawings to Charterer for approval. Such LNGRV Design Drawings, once approved by Charterer, shall become part of the Specifications and the Building Contract. Charterer shall have ***** days after receipt of any such drawing to notify Owner in writing as to whether Charterer approves or rejects the drawing. Charterer shall include with its notice of rejection detailed comments explaining the basis for rejection, whereupon Owner shall cause Daewoo to consult with Charterer regarding the issues leading to rejection of the drawings. Charterer’s approval of the drawings will be deemed to be given if Charterer does not notify Owner in writing within the ***** day period described above.
(c) Owner represents and warrants that a true and complete copy of the Building Contract has been delivered to Charterer and that the Vessel shall be constructed in accordance with the Building Contract and in accordance with the Specifications and any other specifications, diagrams, charts, plans and drawings provided to Charterer pursuant to Article 32 this Charter, which specifications, diagrams, charts, plans and drawings shall, unless otherwise agreed between by Owner and Charterer, comply with the provisions of this Charter.
(db) Unless If Owner proposes to make any material changes to the Building Contract has been novated or the Specifications, Owner shall provide Charterer with written notice of same specifying in such notice the nature of such changes in sufficient detail so as to Lessor allow Charterer to make an informed decision in connection with a transfer under section 23.1(bregard to such changes. Such detail shall, for purposes of this Clause 10(b), without include any further adjustments to the Specifications or the Building Contract that such changes will necessitate (including any estimated extension of the time for delivery of the Vessel under the Building Contract). Charterer shall have a period not exceeding ***** days within which to respond to Owner’s written notice, failing which Charterer shall be deemed to have consented to such changes. All approvals and disapprovals under this Clause 10(b) shall rest in Charterer’s consentsole discretion. For purposes of this Clause 10(b), a “material change” to the Building Contract and the Specifications is a change which:
(i) Owner shall not waive any material right of Owner under the Building Contract;
(ii) unless this Charter has been terminated, if Owner pursuant to any right under the Building Contract elects or intends to elect to cancel the Building Contract Owner shall first offer to Charterer an assignment of the Building Contract, Charterer’s decision shall be taken promptly. If Charterer takes such assignment then, in exchange for such assignment, Charterer shall reimburse Owner for amounts that would have been reimbursed by Daewoo for any default under the Building Contract to the extent that such amounts are (A) required to enable Owner to discharge its indebtedness to each Mortgagee with respect to the Vessel; (B) Owner’s equity expended and/or Owner’s indebtedness to its shareholders directly related to such equity expended and (C) Vessel supervision costs incurred by Owner to the extent such costs do not exceed ***** United States dollars (U.S. $*****). If Charterer takes an assignment of the Building Contract, then this Charter shall thereupon be cancelled;
(iii) except as provided in Article 32 and section 4.2, Owner shall not agree to any change in the Building Contract or in the specifications, diagrams, charts, plans and drawings of the Vessel; and
(iv) Owner shall not exercise any right under the Building Contract if such exercise could have a material effect on the Scheduled Delivery Date, the performance of the Vessel with regard to the Vessel’s speed, fuel consumption, boil-off, cubic capacity and regasification performance;
(ii) could have a material effect on the Anticipated Delivery Date or the amount of compensation recoverable under the Building Contract for any default on the part of Daewoo.the Builder; or
(eiii) If the Building Contract has been novated amounts to Lessor in connection with a transfer under section 23.1(b):
(i) Owner shall procure that no waiver of any material right of the Lessor Owner under the Building Contract is waived;
(ii) unless this Charter has been terminated if Lessor pursuant to any right under the Building Contract elects or intends to elect to cancel the Building Contract Owner shall cause Lessor to offer first to Charterer an assignment of the Building Contract. Charterer’s decision shall be taken promptly. If Charterer takes such assignment then, Notwithstanding any other provisions elsewhere in exchange for such assignmentthis Charter, Charterer shall reimburse endeavour that it shall have on site at Builder’s shipyard at all times at least one representative who is duly authorised to Lessor amounts that would have been reimbursed by Daewoo make any decisions on behalf of Charterer in respect of any approvals or disapprovals under the Building Contract to the extent that such amounts are this Clause 10(b). Execution version – Hull No. 1688 27 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (A) required to discharge all indebtedness owed to each Mortgagee and Lessor with respect to the Vessel to be discharged; (B) Owner’s equity expended and/or Owner’s indebtedness to its shareholders directly related to such equity expended; and (C) Vessel supervision costs incurred by Owner to the extent such costs do not exceed ***** United States dollars (U.S. $*****). If Charterer takes an assignment of the Building Contract, then this Charter shall thereupon be cancelled;.
(iiic) except as provided in Article 32, section 4.2, and this section 4.12 If Owner shall procure that no makes or agrees with Builder to make a material change is agreed with regard to the Building Contract or the Specifications and such material change is not approved (or deemed approved) by Charterer as provided in Clauses 10(b) and 10(m), then Charterer, in addition to the specifications, diagrams, charts, plans and drawings of the Vessel as submitted any other remedy available to Charterer prior hereunder or otherwise, shall have the option, on notice to the date hereof; and
(iv) Owner shall procure that no right is exercised under the Building Contract or any other document if such exercise could have a material effect on the Scheduled Delivery DateOwner, the performance of the Vessel or the amount of compensation recoverable under the Building Contract for any default on the part of Daewooto terminate this Charter.
(fd) With a view To the extent of, and subject to, Owner’s right to ensuring that Daewoo fulfils its obligations pre-approve suppliers of major ship components and systems under the Building Contract, Charterer shall have the right to pre-approve all such suppliers, including Owner-supplied items, to be used in construction of the Vessel, which approval shall not be unreasonably withheld or delayed. Owner shall not approve any such suppliers under the Building Contract without first affording Charterer the opportunity to exercise such right. In the event that Charterer fails to provide its approval within ***** days hereof, subject to the prior of Owner’s notice requesting Charterer’s approval of Charterer, Owner shall enter into a “Supervision Agreement” acceptable to Charterer appointing a supervisor to act on behalf of Owner in overseeing the construction of the Vessel and in performing co-ordination functions, including communications with Charterer, in connection with construction of the Vessel. Promptly thereafter, Owner shall provide a true copy of any such Supervision Agreement to Charterer. Owner shall ensure that the supervisor under such Supervision Agreement is fully aware of all of Charterer’s rights under this Charter. Within ***** days of Charterer’s notice to Ownersuppliers, Charterer shall be deemed to have the right to require Owner to replace the supervisor of the Vessel with another supervisor that is satisfactory to the Chartererapproved such suppliers.
(ge) Save as already approved by Charterer at the date of execution of this Charter, Owner represents to Charterer thatshall, in accordance with before the terms same are approved by Owner for the purposes of the Building Contract, the Builder shall request Export-Import Bank of Korea submit to issue a refund guarantee in respect Charterer prior to or during construction of the instalments payable to the Vessel (as appropriate and as and when received from Builder prior to delivery under the Building Contract. Charterer accepts ), for Charterer’s approval (such guarantee may approval not to be replaced by a similar refund guarantee covering unreasonably withheld or delayed) or comment, the same payment liabilities following:
(i) The Maker’s List (as part defined in the Building Contract) and Machinery and Equipment Specifications;
(ii) General Arrangements with Accommodation Plan;
(iii) Midship Section and Xxxxxxxxx Plan;
(iv) Cargo Tank Arrangement and Capacity Plan;
(v) Results of a novation Model Basin Tests or of Sister-ship Sea Trials;
(vi) Cargo Tank Calibration Tables and Trim and Stability Booklet;
(vii) Drawing and Table of Length of Parallel Body of the Building Contract by Owner to LessorVessel;
(viii) Ship-to-Shore Interface Study and Mooring Arrangement;
(ix) Main Equipment List with Particulars, Machinery Arrangements and Line Diagrams of Machinery Systems;
(x) Heat Balance Diagram, One Line Electrical Diagram & Electric Load Analysis, Instrumentation Systems and Emergency Shut-Down Systems; SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).
(xi) Cargo Handling Plant Operational Diagram & Calculations, Cargo Manifold Arrangement, Cargo System Diagrams and Performance Calculations, Cargo Pump Performance Curves and Cargo Compressors Performance Curves;
(xii) Custody Transfer Measurement Systems, Ship-to-Ship Cargo Transferor, Ballast Piping Diagram, and Coating and Painting Specifications;
(xiii) Safety Plan, Fire-fighting Plan and Plan of Gas Safe / Dangerous Areas;
(xiv) Depot Spare Parts;
(xv) Piping of Principal Hull and Machinery Systems, including Cargo and Ballast Piping;
(xvi) Control Room Layout, Cargo Handling Operational Diagram;
(xvii) Hydrostatic Curves (for reference only, not for approval);
Appears in 1 contract
BUILDING CONTRACT. (a) Charterer shall have access to all specifications, diagrams, charts, plans and drawings for the Vessel. Charterer shall also have the right to participate as an observer in all meetings between Owner (and its Affiliates) and Daewoo and subcontractors and suppliers of Owner and Daewoo related to technical issues and changes to the Specifications. In addition, Charterer shall have the right to receive promptly copies of drafts of the proposed change orders and any correspondence relating thereto and to the technical issues.
(b) Owner shall cause Daewoo to prepare the LNGRV Design Drawings and, present such LNGRV Design Drawings to Charterer for approval. Such LNGRV Design Drawings, once approved by Charterer, shall become part of the Specifications and the Building Contract. Charterer shall have ***** days after receipt of any such drawing to notify Owner in writing as to whether Charterer approves or rejects the drawing. Charterer shall include with its notice of rejection detailed comments explaining the basis for rejection, whereupon Owner shall cause Daewoo to consult with Charterer regarding the issues leading to rejection of the drawings. Charterer’s approval of the drawings will be deemed to be given if Charterer does not notify Owner in writing within the ***** day period described above.
(c) Owner represents and warrants that the Vessel shall be constructed in accordance with the Building Contract and in accordance with specifications, diagrams, charts, plans and drawings provided to Charterer pursuant to Article 32 which specifications, diagrams, charts, plans and drawings shall, unless otherwise agreed between Owner and Charterer, comply with the provisions of this Charter.
(d) Unless the Building Contract has been novated to Lessor in connection with a transfer under section 23.1(b), without Charterer’s consent:
(i) Owner shall not waive any material right of Owner under the Building Contract;
(ii) unless this Charter has been terminated, if Owner pursuant to any right under the Building Contract elects or intends to elect to cancel the Building Contract Owner shall first offer to Charterer an assignment of the Building Contract, Charterer’s decision shall be taken promptly. If Charterer takes such assignment then, in exchange for such assignment, Charterer shall reimburse Owner for amounts that would have been reimbursed by Daewoo for any default under the Building Contract to the extent that such amounts are (A) required to enable Owner to discharge its indebtedness to each Mortgagee with respect to the Vessel; (B) Owner’s equity expended and/or Owner’s indebtedness to its shareholders directly related to such equity expended and (C) Vessel supervision costs incurred by Owner to the extent such costs do not exceed ***** United States dollars (U.S. $*****). If Charterer takes an assignment of the Building Contract, then this Charter shall thereupon be cancelled;
(iii) except as provided in Article 32 and section 4.2, Owner shall not agree to any change in the Building Contract or in the specifications, diagrams, charts, plans and drawings of the Vessel; and
(iv) Owner shall not exercise any right under the Building Contract if such exercise could have a material effect on the Scheduled Delivery Date, the performance of the Vessel or the amount of compensation recoverable under the Building Contract for any default on the part of Daewoo.
(e) If the Building Contract has been novated to Lessor in connection with a transfer under section 23.1(b):
(i) Owner shall procure that no material right of the Lessor under the Building Contract is waived;
(ii) unless this Charter has been terminated if Lessor pursuant to any right under the Building Contract elects or intends to elect to cancel the Building Contract Owner shall cause Lessor to offer first to Charterer an assignment of the Building Contract. Charterer’s decision shall be taken promptly. If Charterer takes such assignment then, in exchange for such assignment, Charterer shall reimburse to Lessor amounts that would have been reimbursed by Daewoo under the Building Contract to the extent that such amounts are (A) required to discharge all indebtedness owed to each Mortgagee and Lessor with respect to the Vessel to be discharged; (B) Owner’s equity expended and/or Owner’s indebtedness to its shareholders directly related to such equity expended; and (C) Vessel supervision costs incurred by Owner to the extent such costs do not exceed ***** United States dollars (U.S. $*****). If Charterer takes an assignment of the Building Contract, then this Charter shall thereupon be cancelled;
(iii) except as provided in Article 32, section 4.2, and this section 4.12 Owner shall procure that no change is agreed with regard to the Building Contract or to the specifications, diagrams, charts, plans and drawings of the Vessel as submitted to Charterer prior to the date hereof; and
(iv) Owner shall procure that no right is exercised under the Building Contract or any other document if such exercise could have a material effect on the Scheduled Delivery Date, the performance of the Vessel or the amount of compensation recoverable under the Building Contract for any default on the part of Daewoo.
(f) With a view to ensuring that Daewoo fulfils its obligations under the Building Contract, within ***** days hereof, subject to the prior approval of Charterer, Owner shall enter into a “Supervision Agreement” acceptable to Charterer appointing a supervisor to act on behalf of Owner in overseeing the construction of the Vessel and in performing co-ordination functions, including communications with Charterer, in connection with construction of the Vessel. Promptly thereafter, Owner shall provide a true copy of such Supervision Agreement to Charterer. Owner shall ensure that the supervisor under such Supervision Agreement is fully aware of all of Charterer’s rights under this Charter. Within ***** days of Charterer’s notice to Owner, Charterer shall have the right to require Owner to replace the supervisor of the Vessel with another supervisor that is satisfactory to the Charterer.
(g) Owner represents to Charterer that, in accordance with the terms of the Building Contract, the Builder shall request Export-Import Bank of Korea to issue a refund guarantee in respect of the instalments payable to the Builder prior to delivery under the Building Contract. Charterer accepts such guarantee may be replaced by a similar refund guarantee covering the same payment liabilities as part of a novation of the Building Contract by Owner to Lessor.
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Samples: LNG Regassification Vessel Time Charter Party (Exmar Energy Partners LP)
BUILDING CONTRACT. (a) Charterer shall have access to all specifications, diagrams, charts, plans and drawings for the Vessel. Charterer shall also have the right to participate as an observer in all meetings between Owner (and its Affiliates) and Daewoo and subcontractors and suppliers of Owner and Daewoo related to technical issues and changes Subject to the Specifications. In additionprovisions of Clause 2, Charterer shall have the right to receive promptly copies of drafts of the proposed change orders and any correspondence relating thereto and to the technical issues.
(b) Owner shall cause Daewoo to prepare the LNGRV Design Drawings and, present such LNGRV Design Drawings to Charterer for approval. Such LNGRV Design Drawings, once approved by Charterer, shall become part of the Specifications and the Building Contract. Charterer shall have ***** days after receipt of any such drawing to notify Owner in writing as to whether Charterer approves or rejects the drawing. Charterer shall include with its notice of rejection detailed comments explaining the basis for rejection, whereupon Owner shall cause Daewoo to consult with Charterer regarding the issues leading to rejection of the drawings. Charterer’s approval of the drawings will be deemed to be given if Charterer does not notify Owner in writing within the ***** day period described above.
(c) Owner represents and warrants that a true and complete copy of the Building Contract has been delivered to Charterer and that the Vessel shall be constructed in accordance with the Building Contract and in accordance with the Specifications and any other specifications, diagrams, charts, plans and drawings provided to Charterer pursuant to Article 32 this Charter, which specifications, diagrams, charts, plans and drawings shall, unless otherwise agreed between by Owner and Charterer, comply with the provisions of this Charter.
. Execution version re Hull 1689 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (d) Unless the Building Contract has been novated to Lessor in connection with a transfer under section 23.1(b), without Charterer’s consent:
(i) Owner shall not waive any material right of Owner under the Building Contract;
(ii) unless this Charter has been terminated, if Owner pursuant to any right under the Building Contract elects or intends to elect to cancel the Building Contract Owner shall first offer to Charterer an assignment of the Building Contract, Charterer’s decision shall be taken promptly. If Charterer takes such assignment then, in exchange for such assignment, Charterer shall reimburse Owner for amounts that would have been reimbursed by Daewoo for any default under the Building Contract to the extent that such amounts are (A) required to enable Owner to discharge its indebtedness to each Mortgagee with respect to the Vessel; (B) Owner’s equity expended and/or Owner’s indebtedness to its shareholders directly related to such equity expended and (C) Vessel supervision costs incurred by Owner to the extent such costs do not exceed ***** United States dollars (U.S. $*****). If Charterer takes an assignment of the Building Contract, then this Charter shall thereupon be cancelled;.
(iiib) except as provided in Article 32 and section 4.2, If Owner shall not agree proposes to make any change in material changes to the Building Contract or the Specifications, Owner shall provide Charterer with written notice of same specifying in such notice the specificationsnature of such changes in sufficient detail so as to allow Charterer to make an informed decision in regard to such changes. Such detail shall, diagramsfor purposes of this Clause 10(b), charts, plans and drawings include any further adjustments to the Specifications or the Building Contract that such changes will necessitate (including any estimated extension of the Vessel; and
(iv) Owner shall not exercise any right time for delivery of the Vessel under the Building Contract). Charterer shall have a period not exceeding ***** days within which to respond to Owner’s written notice, failing which Charterer shall be deemed to have consented to such changes. All approvals and disapprovals under this Clause 10(b) shall rest in Charterer’s sole discretion. For purposes of this Clause 10(b), a “material change” to the Building Contract if such exercise and the Specifications is a change which:
(i) could have a material effect on the Scheduled Delivery Date, the performance of the Vessel with regard to the Vessel’s speed, fuel consumption, boil-off, cubic capacity and regasification performance;
(ii) could have a material effect on the Anticipated Delivery Date or the amount of compensation recoverable under the Building Contract for any default on the part of Daewoothe Builder; or
(iii) amounts to a waiver of any material right of Owner under the Building Contract. Notwithstanding any other provisions elsewhere in this Charter, Charterer shall endeavor that it shall have on site at Builder’s shipyard at all times at least one representative who is duly authorised to make any decisions on behalf of Charterer in respect of any approvals or disapprovals under this Clause 10(b).
(c) If Owner makes or agrees with Builder to make a material change to the Building Contract or the Specifications and such material change is not approved (or deemed approved) by Charterer as provided in Clauses 10(b) and 10(m), then Charterer, in addition to any other remedy available to Charterer hereunder or otherwise, shall have the option, on notice to Owner, to terminate this Charter.
(d) To the extent of, and subject to, Owner’s right to pre-approve suppliers of major ship components and systems under the Building Contract, Charterer shall have the right to pre-approve all such suppliers, including Owner-supplied items, to be used in construction of the Vessel, which approval shall not be unreasonably withheld or delayed. Owner shall not approve any such suppliers under the Building Contract without first affording Charterer the opportunity to exercise such right. In the event that Charterer fails to provide its approval within *****days of Owner’s notice requesting Charterer’s approval of any such suppliers, Charterer shall be deemed to have approved such suppliers. Execution version re Hull 1689
(e) If Save as already approved by Charterer at the date of execution of this Charter, Owner shall, before the same are approved by Owner for the purposes of the Building Contract has been novated Contract, submit to Lessor in connection with a transfer Charterer prior to or during construction of the Vessel (as appropriate and as and when received from Builder under section 23.1(b):the Building Contract), for Charterer’s approval (such approval not to be unreasonably withheld or delayed) or comment, the following:
(i) Owner shall procure that no material right of the Lessor under Maker’s List (as defined in the Building Contract is waivedContract) and Machinery and Equipment Specifications;
(ii) unless this Charter has been terminated if Lessor pursuant to any right under the Building Contract elects General Arrangements with Accommodation Plan;
(iii) Midship Section and Xxxxxxxxx Plan;
(iv) Cargo Tank Arrangement and Capacity Plan;
(v) Results of Model Basin Tests or intends to elect to cancel the Building Contract Owner shall cause Lessor to offer first to Charterer an assignment of Sister-ship Sea Trials;
(vi) Cargo Tank Calibration Tables and Trim and Stability Booklet;
(vii) Drawing and Table of Length of Parallel Body of the Building ContractVessel;
(viii) Ship-to-Shore Interface Study and Mooring Arrangement;
(ix) Main Equipment List with Particulars, Machinery Arrangements and Line Diagrams of Machinery Systems;
(x) Heat Balance Diagram, One Line Electrical Diagram & Electric Load Analysis, Instrumentation Systems and Emergency Shut-Down Systems;
(xi) Cargo Handling Plant Operational Diagram & Calculations, Cargo Manifold Arrangement, Cargo System Diagrams and Performance Calculations, Cargo Pump Performance Curves and Cargo Compressors Performance Curves;
(xii) Custody Transfer Measurement Systems, Ship-to-Ship Cargo Transfer, Ballast Piping Diagram, and Coating and Painting Specifications;
(xiii) Safety Plan, Fire-fighting Plan and Plan of Gas Safe / Dangerous Areas;
(xiv) Depot Spare Parts;
(xv) Piping of Principal Hull and Machinery Systems, including Cargo and Ballast Piping;
(xvi) Control Room Layout, Cargo Handling Operational Diagram;
(xvii) Hydrostatic Curves (for reference only, not for approval); Execution version re Hull 1689 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. Charterer’s decision shall be taken promptly. If Charterer takes such assignment thenTHE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, in exchange for such assignment, Charterer shall reimburse to Lessor amounts that would have been reimbursed by Daewoo under the Building Contract to the extent that such amounts are AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (A) required to discharge all indebtedness owed to each Mortgagee and Lessor with respect to the Vessel to be discharged; (B) Owner’s equity expended and/or Owner’s indebtedness to its shareholders directly related to such equity expended; and (C) Vessel supervision costs incurred by Owner to the extent such costs do not exceed ***** United States dollars (U.S. $*****). If Charterer takes an assignment .
(xviii) Full Information on:
(1) type and accuracy of the Building Contract, then this Charter shall thereupon be cancelledheel and trim gauges used in calculating the Cargo Tank Calibration Tables;
(iii2) except as provided in Article 32instruments for measuring or gauging level, section 4.2temperature and density of the cargo;
(3) telex and other communication equipment; and
(4) navigation equipment; and
(5) All other plans and drawings for the Vessel and its machinery, equipment and this section 4.12 other components received by Owner shall procure that no change is agreed with regard from Builder pursuant to the Building Contract and the Specifications.
(f) Owner shall ensure that each of the above documents, calculations, and information (individually, a “Review Item”) will be true and correct as of the date of its delivery to Charterer and shall not thereafter be materially changed without the prior consent of Charterer, such consent not to be unreasonably withheld or delayed in accordance with Clause 10(m).
(g) Charterer shall notify Owner of Charterer’s approval or any Charterer comments or objections to any Review Item within ***** days after Charterer’s receipt of the Review Item.
(h) If Charterer does not respond to Owner within the time period set forth in Clause 10(g) after having been presented with any Review Item, Charterer shall be deemed to have approved such Review Item.
(i) Within ***** days after each finalized plan, drawing or Specification has been received by Owner, and whether or not requested by Charterer, Owner shall deliver to Charterer a true copy thereof. Owner shall deliver to Charterer, whether or not requested by Charterer, three (3) true copies of a complete set of finalised plans, drawings and Specifications for the Vessel as constructed as well as one copy of each instruction manual. The foregoing documents shall be submitted at no cost to Charterer and shall include at least one copy of each document in electronic format.
(j) In addition to the Progress Reports which Owner shall provide to Charterer pursuant to Clause 6(e), Owner shall, not later than ***** days following Owner’s receipt thereof from Builder, provide Charterer with true and correct copies of all reports, documents, correspondence, proposed change orders, programs for cool down tests; sea trials and gas trials, and other such information regarding construction; tests and trials of the Vessel and its components made available to Owner by Builder, Builder’s subcontractors, the Vessel’s Classification Society and/or any applicable government authority (including, without limitation, copies of any such documents furnished to Owner by Builder Execution version re Hull 1689 in conjunction with the signing of the Protocol of Delivery and Acceptance under the Building Contract) as Charterer may reasonably require to determine whether the Vessel complies at Delivery with the conditions set out in this Charter or to verify any claims for reimbursement by Owner or any expenses payable by Charterer in accordance with the specificationsterms of this Charter).
(k) Any monitoring carried out by Charterer pursuant to this Clause 10 shall be carried out subject to and in accordance with the provisions of Clause 14(b)(i) to 14(b)(iii).
(l) Charterer shall notify Owner promptly in the event that it discovers any construction or materials which it believes do not conform to the requirements of the Building Contract or the Specifications. However, Owner’s obligations under the Building Contract and this Charter shall not be affected by (i) whether or not Charterer shall have exercised any of its rights under Clause 10(k), this Clause 10(l) or Clause 14(b)(ii) any requests or observations made or not made by Charterer’s Representatives to Owner or Owner’s representatives in connection with the exercise of such rights, or (iii) Charterer’s acts or omissions in connection with its rights under Clause 10(d) or Clause 10(e).
(m) Without Charterer’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, Owner shall not:
(i) agree to defer the remedy of any defect or deficiency in the Vessel until after delivery of the Vessel under the Building Contract; or
(ii) except for the provisions regarding Charterer’s approval of material changes to the Building Contract and the Specifications under Clause 10(b), agree to any material change related to the construction of the Vessel, including, but not limited to any change in the Building Contract or in the Specifications, diagrams, charts, plans and drawings of the Vessel as submitted to Charterer prior to the date hereof; and
(ivhereof or, any suppliers approved by Charterer in accordance with Clause 10(d) Owner shall procure that no right is exercised under the Building Contract or any other document if such exercise could have a material effect on the Scheduled Delivery Date, the performance of the Vessel or the amount of compensation recoverable under the Building Contract for any default on the part of Daewooin connection therewith.
(fn) With a view to ensuring that Daewoo fulfils its obligations under the Building Contract, within ***** days hereof, subject to the prior approval of Charterer, Owner shall enter into a “Supervision Agreement” acceptable to If Charterer appointing a supervisor to act on behalf of Owner reasonably requests change orders in overseeing connection with the construction of the Vessel prior to the Delivery Date, Owner shall approve and shall use reasonable endeavours to cause Builder to undertake, and to minimize any delay resulting from, such change orders; provided that any consequential adjustment to and revisions of the guaranteed deadweight, the guaranteed cargo capacity, the guaranteed boil-off, the guaranteed speed, the guaranteed fuel consumption, the guaranteed rate of discharge of regasified LNG or any other consequential amendments to the Specifications are agreed between Charterer and Owner before Builder undertakes such changes to the Specifications. Owner shall not do or fail to do, as the case may be, anything that would result in performing co-ordination functions, including communications with Charterer, increasing any subsequent delay in connection with Builder’s construction of the VesselVessel resulting from such change orders. Promptly thereafterUnless otherwise agreed, Owner shall provide a true copy of all costs incurred or savings realised by such Supervision Agreement to Chartererchange Execution version re Hull 1689 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. Owner shall ensure that the supervisor under such Supervision Agreement is fully aware of all of Charterer’s rights under this Charter. Within THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (***** days of *). orders shall be for Charterer’s notice to Owner, Charterer account or (as the case may be) for Charterer’s benefit and the Anticipated Date of Delivery hereunder shall have be postponed by the right to require Owner to replace the supervisor amount of the Vessel with another supervisor that time the delivery date under the Building Contract is satisfactory to delayed as a result of the Charterer.
(g) Owner represents to Charterer thatchange orders. Unless otherwise agreed, the Fixed Element shall be adjusted in accordance with paragraph 1.1(f) of Schedule III by the terms amount of all cost incurred, or (as the Building Contractcase may be) all savings realized, the Builder shall request Export-Import Bank of Korea to issue a refund guarantee in respect of the instalments payable to the Builder prior to delivery under the Building Contract. Charterer accepts such guarantee may be replaced by a similar refund guarantee covering the same payment liabilities as part of a novation of the Building Contract by Owner to Lessoras a result of such change orders.
Appears in 1 contract
