Common use of LNG Ship Rights and Obligations Clause in Contracts

LNG Ship Rights and Obligations. Buyer shall, at its sole expense, at all times throughout the period of supply of LNG, provide, maintain, and operate or cause to be provided, maintained and operated in good working order the LNG Ship(s) specified in the applicable Confirmation Notice, so that it is able to fulfil its obligations under the related Confirmation Notice. Unless expressly stated otherwise in the applicable Confirmation Notice, the LNG Ship(s) specified in the applicable Confirmation Notice shall be deemed (i) to have been approved by Buyer and Seller and (ii) to be compatible with Buyer’s Facilities and Seller’s Facilities. If Seller has reserved the right in the applicable Confirmation Notice to inspect and approve such LNG Ship(s) specified in the applicable Confirmation Notice, such inspection shall be performed in a timely manner and such approval shall not be unreasonably withheld or delayed. Buyer may, at any time before the commencement of the Arrival Window, propose to Seller to use a substitute LNG ship (a “Substitute LNG Ship”) of sufficient cargo capacity to load the relevant LNG Cargo. Seller shall have the right to inspect and approve the Substitute LNG Ship, and such approval shall not be unreasonably withheld, conditioned or delayed. Upon notice of approval by Seller, such approved Substitute LNG Ship shall become the LNG Ship associated with the relevant LNG Cargo for all purposes under a Confirmation Notice including, but not limited to, Paragraph C.1.

LNG Ship Rights and Obligations. Buyer Seller shall, at its sole expense, at all times throughout the period of supply of LNG, provide, maintain, and operate or cause to be provided, maintained and operated in good working order the LNG Ship(s) specified in the applicable Confirmation Notice, so that it is able to fulfil its obligations under the related Confirmation Notice. Unless expressly stated otherwise in the applicable Confirmation Notice, the LNG Ship(s) specified in the applicable Confirmation Notice shall be deemed (i) to have been approved by Buyer and Seller and (ii) to be compatible with Buyer’s Facilities and Seller’s Facilities. If Seller Buyer has reserved the right in the applicable Confirmation Notice to inspect and approve such LNG Ship(s) specified in the applicable Confirmation Notice, such inspection shall be performed in a timely manner and such approval shall not be unreasonably withheld or delayed. Buyer may, Seller may at any time before the commencement of the Arrival Window, propose to Seller Buyer to use a substitute LNG ship (a “Substitute LNG Ship”) of sufficient cargo capacity to load deliver the relevant LNG Cargo. Seller Buyer shall have the right to inspect and approve the Substitute LNG Ship, and such approval shall not be unreasonably withheld, conditioned or delayed. Upon notice of approval by SellerBuyer, such approved Substitute LNG Ship shall become the LNG Ship associated with the relevant LNG Cargo for all purposes under a Confirmation Notice including, but not limited to, Paragraph C.1D.0. LNG Ship inspections pursuant to: (i) Paragraph D.2.3 shall be at Buyer’s expense; and (ii) Paragraph D.2.4 shall be at Seller’s expense, unless necessitated by any act or omission of Buyer. Any such inspection shall not relieve Seller of any obligations it has to Buyer pursuant to Paragraphs D.2.7 and D.2.8. Seller shall not make or permit any modification of an approved LNG Ship after the relevant Confirmation Date as a result of which the LNG Ship would cease to be acceptable to, or compatible with, Buyer’s Facilities. If an approved LNG Ship should prove not to be acceptable or not to be compatible with Buyer’s Facilities, the Parties shall consult and cooperate with a view to agreeing upon a course of action which will permit the obligations under the Confirmation Notice to be performed. Provided that Seller is not in breach of its obligations under Paragraph D.2.6, any modification required in order to make an approved LNG Ship acceptable or compatible with Buyer’s Facilities shall be for the account of Buyer. Seller shall ensure that, at the relevant Confirmation Date, each LNG Ship shall be: of a maximum and minimum gross volumetric capacity and with partial filling limits (if applicable) as set forth in the Confirmation Notice and with sufficient cargo capacity and tolerances to load the relevant LNG Cargo; equipped with appropriate systems for communication with the Discharge Port and Buyer’s Facilities, including all ship-shore communication systems normally required for the discharge of LNG; insured by reputable insurers (or self-insured if owned by Seller or one of its Affiliates) for hull and machinery risks and entered with a P&I Club to a level and extent which is not less than would generally be taken out for an LNG ship by a Reasonable and Prudent Operator; equipped with adequate facilities for mooring, unmooring and handling LNG at Buyer’s Facilities; constructed and maintained in accordance with the rules and regulations of, and maintained in class with, a member of the International Association of Classification Societies that has prior experience in classifying LNG ships, and in compliance with applicable treaties, laws of the country of vessel registry, and any other laws, recommendations and guidelines with which a Reasonable and Prudent Operator of LNG ships would comply; operated in compliance with International Standards and applicable laws of the country of vessel registry, including (x) those that relate to seaworthiness, design, safety, environmental protection, navigation, and other operational matters, and (y) all permits and approvals from governmental authorities for LNG ships that are required for the transportation and discharge of LNG at the Discharge Port; manned with skilled and competent operators, officers and crew who (x) are suitably qualified, trained and experienced in international LNG ship operations and qualified to a minimum of IMO standards, (y) are able to communicate with regulatory authorities and operators at Buyer’s Facilities in written and spoken English, and (z) have subscribed to a policy, reasonably acceptable to Buyer, precluding the use of drugs or alcohol aboard an LNG ship; operated in accordance with a plan that is consistent with the IMO’s Ship/Shore Safety Checklist for discharging LNG and which has been agreed in writing with Buyer before the commencement of unloading operations; and in possession of a current operational OCIMF Ship Inspection Report (“SIRE”), that until completion of unloading and departure from the Unloading Port shall be no more than six (6) months old. Prior to the execution of any Confirmation Notice, Buyer shall provide Seller with a copy of the applicable Terminal Rules then in effect. Seller shall either comply with the relevant Terminal Rules as provided by Buyer, or shall have obtained the necessary waiver(s) (whether such waivers are obtained before or after the applicable Confirmation Date). Seller represents and warrants that as at the applicable Confirmation Date each LNG Ship will meet or has obtained valid waivers in respect of all applicable governmental or port authority requirements for operation in the waters of the country of the Discharge Port as well as all applicable international requirements which are then in force at the applicable Confirmation Date. Seller shall ensure that the master, or other representative of Transporter executes any conditions of use (or similar document) that is required by the Discharge Port or Buyer’s Facilities in connection with the berthing of the LNG Ship, provided that such obligations and liability limits are applied on a non-discriminatory basis to all LNG ships using such Discharge Port and Buyer’s Facilities and are acceptable to the International Group of Protection and Indemnity Associations, in either case in the ordinary course and on commercially reasonable terms. Buyer shall provide Seller with all reasonable assistance in securing the services of tugs, pilots, escort vessels or other support vessels as the LNG Ship may require, all at such prices and on such terms as are no less favourable to those offered to other LNG ships using the Discharge Port (“Marine Services”). The use of Marine Services in connection with the berthing and unberthing of an LNG Ship shall be at Seller’s sole risk and expense, save that where the LNG Ship has to shift berth at any time for reasons not attributable to the fault of the LNG Ship then the expense shall be for Buyer’s account. .

LNG Ship Rights and Obligations. Buyer Seller shall, at its sole expense, at all times throughout the period of supply of LNG, provide, maintain, and operate or cause to be provided, maintained and operated in good working order the LNG Ship(s) specified in the applicable Confirmation Notice, so that it is able to fulfil its obligations under the related Confirmation Notice. Unless expressly stated otherwise in the applicable Confirmation Notice, the LNG Ship(s) specified in the applicable Confirmation Notice shall be deemed (i) to have been approved by Buyer and Seller and (ii) to be compatible with Buyer’s Facilities and Seller’s Facilities. If Seller Buyer has reserved the right in the applicable Confirmation Notice to inspect and approve such LNG Ship(s) specified in the applicable Confirmation Notice, such inspection shall be performed in a timely manner and such approval shall not be unreasonably withheld or delayed. Buyer may, Seller may at any time before the commencement of the Arrival Window, propose to Seller Buyer to use a substitute LNG ship (a “Substitute LNG Ship”) of sufficient cargo capacity to load deliver the relevant LNG Cargo. Seller Buyer shall have the right to inspect and approve the Substitute LNG Ship, and such approval shall not be unreasonably withheld, conditioned or delayed. Upon notice of approval by SellerBuyer, such approved Substitute LNG Ship shall become the LNG Ship associated with the relevant LNG Cargo for all purposes under a Confirmation Notice including, but not limited to, Paragraph C.1D.. LNG Ship inspections pursuant to: (i) Paragraph D.25.3 shall be at Buyer’s expense; and (ii) Paragraph D.25.4 shall be at Seller’s expense, unless necessitated by any act or omission of Buyer. Any such inspection shall not relieve Seller of any obligations it has to Buyer pursuant to Paragraphs D.25.7 and D.25.8. Seller shall not make or permit any modification of an approved LNG Ship after the relevant Confirmation Date as a result of which the LNG Ship would cease to be acceptable to, or compatible with, Buyer’s Facilities. If an approved LNG Ship should prove not to be acceptable or not to be compatible with Buyer’s Facilities, the Parties shall consult and cooperate with a view to agreeing upon a course of action which will permit the obligations under the Confirmation Notice to be performed. Provided that Buyer is not in breach of its obligations under Paragraph D.25.6, any modification required in order to make an approved LNG Ship acceptable or compatible with Buyer’s Facilities shall be for the account of Buyer. Seller shall ensure that, at the relevant Confirmation Date, each LNG Ship shall be: of a maximum and minimum gross volumetric capacity and with partial filling limits (if applicable) as set forth in the Confirmation Notice and with sufficient cargo capacity and tolerances to load the relevant LNG Cargo; equipped with appropriate systems for communication with the Discharge Port and Buyer’s Facilities, including all ship-shore communication systems normally required for the discharge of LNG; insured by reputable insurers (or self-insured if owned by Seller or one of its Affiliates) for hull and machinery risks and entered with a P&I Club to a level and extent which is not less than would generally be taken out for an LNG ship by a Reasonable and Prudent Operator; equipped with adequate facilities for mooring, unmooring and handling LNG at Buyer’s Facilities; constructed and maintained in accordance with the rules and regulations of, and maintained in class with, a member of the International Association of Classification Societies that has prior experience in classifying LNG ships, and in compliance with applicable treaties, laws of the country of vessel registry, and any other laws, recommendations and guidelines with which a Reasonable and Prudent Operator of LNG ships would comply; operated in compliance with International Standards and applicable laws of the country of vessel registry, including (x) those that relate to seaworthiness, design, safety, environmental protection, navigation, and other operational matters, and (y) all permits and approvals from governmental authorities for LNG ships that are required for the transportation and discharge of LNG at the Discharge Port; manned with skilled and competent operators, officers and crew who (x) are suitably qualified, trained and experienced in international LNG ship operations and qualified to a minimum of IMO standards, (y) are able to communicate with regulatory authorities and operators at Buyer’s Facilities in written and spoken English, and (z) have subscribed to a policy, reasonably acceptable to Buyer, precluding the use of drugs or alcohol aboard an LNG ship; operated in accordance with a plan that is consistent with the IMO’s Ship/Shore Safety Checklist for discharging LNG and which has been agreed in writing with Buyer before the commencement of unloading operations; and in possession of a current operational OCIMF Ship Inspection Report (“SIRE”), that until completion of unloading and departure from the Unloading Port shall be no more than six (6) months old. Prior to the execution of any Confirmation Notice, Buyer shall provide Seller with a copy of the applicable Terminal Rules then in effect. Seller shall either comply with the relevant Terminal Rules as provided by Buyer, or shall have obtained the necessary waiver(s) (whether such waivers are obtained before or after the applicable Confirmation Date). Seller represents and warrants that as at the applicable Confirmation Date each LNG Ship will meet or has obtained valid waivers in respect of all applicable governmental or port authority requirements for operation in the waters of the country of the Discharge Port as well as all applicable international requirements which are then in force at the applicable Confirmation Date. Seller shall ensure that the master, or other representative of Transporter executes any conditions of use (or similar document) that is required by the Discharge Port or Buyer’s Facilities in connection with the berthing of the LNG Ship, provided that such obligations and liability limits are applied on a non-discriminatory basis to all LNG ships using such Discharge Port and Buyer’s Facilities and are acceptable to the International Group of Protection and Indemnity Associations, in either case in the ordinary course and on commercially reasonable terms. Buyer shall provide Seller with all reasonable assistance in securing the services of tugs, pilots, escort vessels or other support vessels as the LNG Ship may require, all at such prices and on such terms as are no less favourable to those offered to other LNG ships using the Discharge Port (“Marine Services”). The use of Marine Services in connection with the berthing and unberthing of an LNG Ship shall be at Seller’s sole risk and expense, save that where the LNG Ship has to shift berth at any time for reasons not attributable to the fault of the LNG Ship then the expense shall be for Buyer’s account. .

LNG Ship Rights and Obligations. Buyer Seller shall, at its sole expense, at all times throughout the period of supply of LNG, provide, maintain, and operate or cause to be provided, maintained and operated in good working order the LNG Ship(s) specified in the applicable Confirmation Notice, so that it is able to fulfil its obligations under the related Confirmation Notice. Unless expressly stated otherwise in the applicable Confirmation Notice, the LNG Ship(s) specified in the applicable Confirmation Notice shall be deemed (i) to have been approved by Buyer and Seller and (ii) to be compatible with Buyer’s Facilities and Seller’s Facilities. If Seller Buyer has reserved the right in the applicable Confirmation Notice to inspect and approve such LNG Ship(s) specified in the applicable Confirmation Notice, such inspection shall be performed in a timely manner and such approval shall not be unreasonably withheld or delayed. Buyer may, Seller may at any time before the commencement of the Arrival Window, propose to Seller Buyer to use a substitute LNG ship (a “Substitute LNG Ship”) of sufficient cargo capacity to load deliver the relevant LNG Cargo. Seller Buyer shall have the right to inspect and approve the Substitute LNG Ship, and such approval shall not be unreasonably withheld, conditioned or delayed. Upon notice of approval by SellerBuyer, such approved Substitute LNG Ship shall become the LNG Ship associated with the relevant LNG Cargo for all purposes under a Confirmation Notice including, but not limited to, Paragraph C.1D.. LNG Ship inspections pursuant to: (i) Paragraph D.25.3 shall be at Buyer’s expense; and (ii) Paragraph D.25.4 shall be at Seller’s expense, unless necessitated by any act or omission of Buyer. Any such inspection shall not relieve Seller of any obligations it has to Buyer pursuant to Paragraphs D.25.7 and D.25.8. Seller shall not make or permit any modification of an approved LNG Ship after the relevant Confirmation Date as a result of which the LNG Ship would cease to be acceptable to, or compatible with, Buyer’s Facilities. If an approved LNG Ship should prove not to be acceptable or not to be compatible with Buyer’s Facilities, the Parties shall consult and cooperate with a view to agreeing upon a course of action which will permit the obligations under the Confirmation Notice to be performed. Provided that Seller is not in breach of its obligations under Paragraph D.25.6, any modification required in order to make an approved LNG Ship acceptable or compatible with Buyer’s Facilities shall be for the account of Buyer. Seller shall ensure that, at the relevant Confirmation Date, each LNG Ship shall be: of a maximum and minimum gross volumetric capacity and with partial filling limits (if applicable) as set forth in the Confirmation Notice and with sufficient cargo capacity and tolerances to load the relevant LNG Cargo; equipped with appropriate systems for communication with the Discharge Port and Buyer’s Facilities, including all ship-shore communication systems normally required for the discharge of LNG; insured by reputable insurers (or self-insured if owned by Seller or one of its Affiliates) for hull and machinery risks and entered with a P&I Club to a level and extent which is not less than would generally be taken out for an LNG ship by a Reasonable and Prudent Operator; equipped with adequate facilities for mooring, unmooring and handling LNG at Buyer’s Facilities; constructed and maintained in accordance with the rules and regulations of, and maintained in class with, a member of the International Association of Classification Societies that has prior experience in classifying LNG ships, and in compliance with applicable treaties, laws of the country of vessel registry, and any other laws, recommendations and guidelines with which a Reasonable and Prudent Operator of LNG ships would comply; operated in compliance with International Standards and applicable laws of the country of vessel registry, including (x) those that relate to seaworthiness, design, safety, environmental protection, navigation, and other operational matters, and (y) all permits and approvals from governmental authorities for LNG ships that are required for the transportation and discharge of LNG at the Discharge Port; manned with skilled and competent operators, officers and crew who (x) are suitably qualified, trained and experienced in international LNG ship operations and qualified to a minimum of IMO standards, (y) are able to communicate with regulatory authorities and operators at Buyer’s Facilities in written and spoken English, and (z) have subscribed to a policy, reasonably acceptable to Buyer, precluding the use of drugs or alcohol aboard an LNG ship; operated in accordance with a plan that is consistent with the IMO’s Ship/Shore Safety Checklist for discharging LNG and which has been agreed in writing with Buyer before the commencement of unloading operations; and in possession of a current operational OCIMF Ship Inspection Report (“SIRE”), that until completion of unloading and departure from the Unloading Port shall be no more than six (6) months old. Prior to the execution of any Confirmation Notice, Buyer shall provide Seller with a copy of the applicable Terminal Rules then in effect. Seller shall either comply with the relevant Terminal Rules as provided by Buyer, or shall have obtained the necessary waiver(s) (whether such waivers are obtained before or after the applicable Confirmation Date). Seller represents and warrants that as at the applicable Confirmation Date each LNG Ship will meet or has obtained valid waivers in respect of all applicable governmental or port authority requirements for operation in the waters of the country of the Discharge Port as well as all applicable international requirements which are then in force at the applicable Confirmation Date. Seller shall ensure that the master, or other representative of Transporter executes any conditions of use (or similar document) that is required by the Discharge Port or Buyer’s Facilities in connection with the berthing of the LNG Ship, provided that such obligations and liability limits are applied on a non-discriminatory basis to all LNG ships using such Discharge Port and Buyer’s Facilities and are acceptable to the International Group of Protection and Indemnity Associations, in either case in the ordinary course and on commercially reasonable terms. Buyer shall provide Seller with all reasonable assistance in securing the services of tugs, pilots, escort vessels or other support vessels as the LNG Ship may require, all at such prices and on such terms as are no less favourable to those offered to other LNG ships using the Discharge Port (“Marine Services”). The use of Marine Services in connection with the berthing and unberthing of an LNG Ship shall be at Seller’s sole risk and expense, save that where the LNG Ship has to shift berth at any time for reasons not attributable to the fault of the LNG Ship then the expense shall be for Buyer’s account. .