EX-10.1
2
timechartagree.htm
TIME CHARTER PARTY AGREEMENT XXXXXXX VESSEL
EXHIBIT
10.1
Code
word for this Charter Party
“SHELLTIME
4”
Issued
December 1984
Time
Charter Party
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LONDON BERGEN,
12TH
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December
19
2005
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IT
IS THIS DAY AGREED between XXXXXXX
VESSEL LIMITED PARTNERSHIP, A CALIFORNIAN PARTNERSHIP
of
CALIFORNIA (hereinafter
referred to as "Owners"), being owners of the good vessel called
M/T
"BRALI" T.B.R, "CHAMPION BRALI" (hereinafter
referred to as "the vessel") described as per Clause 1 hereof
and
CHAMPION
SHIPPING A/S
of BERGEN,
NORWAY (hereinafter
referred to as "Charterers"):
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Description
and Condition of
Vessel
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1. At
the date of delivery of the vessel under this charter
(a) she
shall be classed: DNV
1A1 TANKER FOR OIL AND CAUSTIC SODA ESP EO INERT
(b) she
shall be in every way fit to carry crude petroleum and/or its
products;
(c) she
shall be tight, staunch, strong, in good order and condition,
and in every
way fit for the service, with her machinery, boilers, hull and
other
equipment (including but not limited to hull stress calculator
and radar)
in a good and efficient state:
(d) her
tanks, valves and pipelines shall be oil-tight;
(e) she
shall be in every way fitted for burning
at
sea - fueloil with a maximum viscosity of Centistokes at 50 degrees
Centigrade/any commercial grade of fueloil ("ACGFO") for main
propulsion,
marine diesel oil/ACGFO for auxiliaries
in
port - marine diesel oil/ACGFO for auxiliaries;
(f) she
shall comply with the regulations in force so as to enable her
to pass
through the Suez and Panama Canals by day and night without delay;
(g)
she shall have on board all certificates, documents and equipment
required
from time to time by any applicable law to enable her to perform
the
charter service without delay;
(h)
she shall comply with the description in -Form-B ANNEX
1 appended
hereto, provided however that if there is any conflict between
the
provisions of Form
B ANNEX
1 and
any other provision, including this Clause 1, of this charter
such other
provision shall govern.
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Shipboard
Personnel and their Duties
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2. (a) At
the date of delivery of the vessel under this charter
(i) she
shall have a full and efficient complement of master, officers
and crew
for a vessel of her tonnage, who shall in any event be not less
than the
number required by the laws of the flag state and who shall be
trained to
operate the vessel and her equipment competently and safely;
(ii) all
shipboard personnel shall hold valid certificates of competence
in
accordance with the requirements of the law of the flag
state;
(iii) all
shipboard personnel shall be trained in accordance with the relevant
provisions of the International Convention on Standards of Training,
Certification and Watch keeping for Seafarers,1978;
(iv) there
shall be on board sufficient personnel with a good working knowledge
of
the English language to enable cargo operations at loading and
discharging
places to be carried out efficiently and safely and to enable
communications between the vessel and those loading the vessel
or
accepting discharge there from to be carried out quickly and
efficiently
(b) Owners
guarantee that throughout the charter service the master shall
with the
vessel's officers and crew,-unless otherwise ordered by
Charterers,
(i) prosecute
all voyages with the utmost despatch;
(ii) render
all customary assistance; and
(iii) load
and discharge cargo as rapidly as possible when required by Charterers
or-their- agents to-do-so-by-night-or-by-day;- but- always in
accordance-with-the laws of the place of loading or discharging
(as the
case may be) and in each case in accordance with any applicable
laws of
the-flag-state.
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Duty
to Maintain
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3. (i) Throughout
the charter service Owners CHARTERERS shall,
whenever the passage of time, wear and tear or any event (whether
or not
corning within Clause 27 hereof) requires steps to be taken to
maintain or
restore the conditions stipulated in Clauses 1 and 2(a), exercise
due
diligence so to maintain or restore the vessel.
(ii) If
at any time whilst the vessel-is-on-hire-under-this--charter
the-vessel-
fails to comply with the requirements of Clauses l.2(a) or 10
then
-hire-shall -be- reduced -to-the extent necessary to indemnify
Charterers
for-such -failure. If -and -to -the- extent -that-such failure
affects the
time taken by the vessel to perform any services
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under
this charter, hire shall be reduced by an
amount equal to the value, calculated at the rate of hire, of
the
time
Any
reduction of hire under this sub Clause (ii) shall be without
prejudice to
any other remedy available-to-Charterers, but where such reduction
of hire
is in respect of time loot, such time shall be excluded from
any
calculation undcr-Clause-24-
(iii) If
Owners are in breach of their obligation under Clause 3(i) Charterers
may
so notify Owners in writing: and if, after
the-expiry-of-30-days-following-the-receipt-by-Owners-of -any
-such
notice, Owners have failed to demonstrate to Charterers' reasonable
satisfaction the exercise of due diligence as required in Clause
3(i), the
vessel-shall-be-off-hire; -and no further -hire- payments- shall-
be due,
until Owners have so demonstrated -that -they are exercising
such due
diligence.
Furthermore,
-at -any time while-the-vessel-is-off-hire- under -this- Clause
-3-
Charterers have—the option to terminate this charter
by giving
notice in writing with effect from the date on which such notice of
termination-is-received-by-Owners-or-from -any later- date-stated-
in-
such-notice.- This sub-Clause (iii)--is--without prejudice to
any rights
of Charterers or obligations of Owners under this charter or
otherwise
(including without limitation-Charterers rights under Clause
21
hereof).
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Period
Trading Limits
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4. Owners
agree to let and Charterers agree to hire the vessel for a period
of
5
YEARS commencing
from the time and date of delivery of the vessel, for the purpose
of
carrying all lawful merchandise (subject always to Clause 28)
including
in particular WITHIN
THE TRADING LIMITS AGREED IN CLAUSE 43.
in
any part of the world, as Charterers shall direct, subject to
the limits
of the current British Institute Warranties and any subsequent
amendments
thereof.
Notwithstanding the foregoing, but subject to Clause 35. Charterers
may
order the vessel to ice-bound waters or to any part of the world
outside
such limits provided that Owners consent thereto (such consent
not to be
unreasonably withheld) and that Charterers pay for any insurance
premium
required by the vessel's underwriters as a consequence of such
order.
Charterers
shall use due diligence to ensure that the vessel is only employed
between
and at safe places (which expression when used in this charter
shall
include ports, berths, wharves, docks, anchorages, submarine
lines,
alongside vessels or lighters, and other locations including
locations at
sea) where she can safely lie always afloat. Notwithstanding
anything
contained in this or any other clause of this charter. Charterers
do not
warrant the safety of any place to which they order the vessel
and shall
be under no liability in respect thereof except for loss or damage
caused
by their failure to exercise due diligence as aforesaid. Subject
as above,
the vessel shall be loaded and discharged at any places as Charterers
may
direct, provided that Charterers shall exercise due diligence
to ensure
that any ship-to-ship transfer operations shall conform to standards
not
less than those set out in the latest published edition of the
ICS/OCIMF
Ship-to-Ship Transfer Guide.
The
vessel shall be delivered by Owners at a port in THE
VESSEL IS TO BE DELIVERED ON TIMECHARTER FREE OF CARGO UPTO MAXIMUM
9 DAYS
IN BALLAST OUT OF LOME IN DIRECTION AS INSTRUCTED BY CHARTERERS.
SHOULD
THE LOADING PORT FOR FIRST VOYAGE UNDER THIS TIME CHARTER BE
SHORTER THAN
9 DAYS BALLAST THEN VESSEL TO BE ON CHARTER UPON ARRIVAL ANCHORAGE/PILOT
STATION AT THIS FIRST LOADPORT. THIS DELIVERY IS BASED ON VESSEL'S
CURRENT
VOYAGE FINISHING WEST WAFRICA OTHERWISE DELIVERY TO TAKE PLACE
AT ONE
SAFE/BERTH ANCHORAGE AT OWNERS OPTION, SAFELY AFLOAT WITHIN
UK/CONT/EUROMED OR USEC/USG/CARIBS RANGE AT OWNERS OPTION. DELIVERY
TO
TAKE PLACE BETWEEN 15TH JANUARY 2006 AND 15TH FEBRUARY 2006 WITH
CANCELLING DATE 15TH FEBRUARY 2006 IN CHARTERERS OPTION. OWNERS
TO PROVIDE
15/10/5 DA YS APPROXIMATE NOTICE AND 3/1 DA YS DEFINITE NOTICE
OF VESSEL
BEING READY FOR DELIVERY.
at
Owners’ option and redelivered to Owners at a port
in
at
Charterers’-option.
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Laydays/
Cancelling
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5. The
vessel shall not be delivered to Charterers before 15TH
JANUARY 2006 and
Charterers shall have the option of cancelling this charter if
the vessel
is not ready and at their disposal on or before 15TH
FEBRUARY 2006
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Owners
to Provide
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6. Owners
undertake to provide and to pay for all provisions, wages, and
shipping
and discharging fees and all other expenses of the master, officers
and
crew; also, except as provided in Clauses 4 and 34 hereof,
for all
insurance on the vessel, for all deck, cabin and engine room
stores, and
for water; for all drydocking, overhaul, maintenance and repairs
to the
vessel; and for all fumigation expenses and de rat certificates.
Owners'
obligations under this Clause 6 extend to all liabilities for
customs or
import duties arising at any time during the performance of this
charter
in relation to the personal effects of the master officers and
crew, and
in relation to the stores, provisions and other matters aforesaid
which
Owners are to provide and pay for and Owners shall refund to
Charterers
any sums Charterers or their agents may have paid or been compelled
to pay
in respect of any such liability. Any amounts allowable in general
average
for wages and provisions and stores shall be credited to Charterers
insofar as such amounts are in respect of a period when the vessel
is on
hire.
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Charterers
to Provide
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7.
Charterers
shall provide and pay for all fuel AND
ALL COSTS RELATED TO THEIR CHOSEN MANAGER'S RUNNING OF THE
VESSEL (except
fuel used for domestic services), towage and pilotage and shall
pay agency
fees, port charges, commissions, expenses of loading and unloading
cargoes, canal dues and all
charges other than those payable by Owners in accordance with
Clause 6
hereof, provided that all charges for the said items shall be
for Owners'
account when such items are consumed, employed or incurred for
Owners'
purposes or while the vessel is off hire (unless such items reasonably
relate to any service given or distance made good and taken into
account
under Clause 21 or 22); and provided further that any fuel used
in
connection with a general average sacrifice or expenditure shall
be paid
for by Owners.
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Rate
of Hire
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8. Subject
as herein provided, Charterers shall pay for the use and hire
of the
vessel at the rate of AGREED
IN CLAUSE 44 per
day, and pro rata for any part of a day, from the time and date
of her
delivery (local time UTC)
until
the time and date of her redelivery (local
time UTC)
to
Owners.
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Payment
of Hire
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9. Subject
to Clause 3(iii), payment of hire shall be made in immediately
available
funds to: COMERCIA BANK,
XXX XXXXXXXXXXX XXXXXX #000, XXX XXXXXXXXX
XX 00000
Account 1891533166
- ABA#000000000 - SWIFT CODE: XXXXXX00
IN
FAVOUR OF: PLM INTERNATIONAL, INC. - AS AGENTS in
per calendar
month 15
DAYS
in
advance, less:
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(i) any
hire pay which Charterers reasonably estimate to relate to off-hire
periods, and
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(ii) any
amounts disbursed on Owners' behalf; any advances and commission
thereon,
and charges-which
are for Owners' account-pursuant to any provision hereof,
and
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(iii) any
amounts due or reasonably estimated to become due to Charterers-under
Clause 3(ii) or any
such adjustments to be made at -the due date for -the- next monthly
payment after the facts have been ascertained.
Charterers shall not be responsible for any delay or error by
Owners' bank
in crediting Owners' account provided that Charterers have made
proper and
timely payment.
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In
default of such proper and timely payment,
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(a) Owners
shall notify Charterers of such default and Charterers shall
within seven
days of receipt of such notice pay to Owners the amount due including
interest, failing which Owners may withdraw the vessel from the
service of
Charterers without prejudice to any other rights Owners may have
under
this charter or otherwise; and
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(b) Interest
on any amount due but not paid on the due date shall accrue from
the day
after that date up to and including the day when payment is made,
at a
rate per annum which shall be 1% above the U.S. Prime Interest
Rate as
published by the Chase Manhattan Bank in New York at 12.00 New
York time
on the due date.
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or,
if no such interest rate is published on that day, the interest
rate
published on the next preceding day on which such a rate was
so published,
computed on the basis of a 360 day year of twelve 30-day months,
compounded semi-annually.
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Space
Available to Charters
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10. The
whole reach, burthen and decks of the vessel and any passenger
accommodation (including Owners'
suite) shall be at Charterers' disposal, ,
reserving only proper and sufficient space for the vessel's
master, officers,
crew, tackle, apparel, furniture, provisions and stores, provided
that the
weight of stores on board shall not,
unless specially agreed, exceed
tonnes at any time during the charter period.
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Overtime
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11. Overtime
pay of the master, officers and crew in accordance with ship's
articles
shall be for Charterers' account
when incurred, as a result of complying with the request of Charterers
or
their agents, for loading, discharging, heating of cargo, bunkering
or
tank cleaning.
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Instructions
and Logs
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12. Charterers
shall from time to time give the master all requisite instructions
and
sailing directions, and he
shall keep a full and correct log of the voyage or voyages, which
Charterers or their agents may inspect as required,
The master shall when required furnish Charterers or their agents
with a
true copy of such log and with properly completed loading and
discharging
port sheets and voyage reports for such voyage and other returns
as
Charterers may require. Charterers shall be entitled to take
copies at
Owners' expense of any such documents which are not provided
by the
master.
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Bills
of Lading
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13. (a) The
master (although
appointed by Owners)
shall be under the orders and direction of Charterers
as regards employment of the vessel, agency and other arrangements,
and
shall sign bills of lading as Charterers
or their agents may direct (subject always to Clauses 35(a) and
40)
without prejudice to this charter. Charterers hereby indemnify
Owners
against all consequences or liabilities that may arise
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(i) from
signing bills of lading in accordance with the directions of
Charterers,
or their agents, to the extent that the terms of such bills of
lading fail
to conform to the requirements of this charter, or (except as
provided in
Clause 13(b)) from the master otherwise complying with Charterers
or their
agents orders:
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(ii) from
any irregularities in papers supplied by Charterers or their
agents.
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(b) Notwithstanding
the foregoing, Owners shall not be obliged to comply with any
orders from
Charterers to discharge all or part of the
cargo
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(i) at
any place other than that shown on the xxxx of lading
and/or
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(ii) without
presentation of an original xxxx of lading
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unless
they have received from Charterers both written confirmation
of such
orders and an indemnity
in a form acceptable to Owners.
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Conduct
of Vessel's Personnel
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14. If
Charterers complain of the conduct of the master or any of the
officers or
crew, Owners shall immediately
investigate the complaint. If the complaint proves to be well
founded,
Owners shall, without delay, make
a change in the appointments and Owners shall in any event communicate
the
result of their investigations to
Charterers as soon as possible.
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Bunkers
at Delivery and Redelivery
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15. Charterers
shall accept and pay for all bunkers AND
UNUSED LUBEOILS IN STORAGE TANKS AND
SEALED DRUMS on
board at the time of delivery, and Owners shall on redelivery
(whether it occurs at the end of the charter period or on the
earlier
termination of this charter) accept and
pay for all bunkers remaining on board, at the then-current market
prices
at the port of delivery or redelivery, as
the case may be, or if such prices are not available payment
shall be at
the then-current market prices at the nearest port at which such
prices
are available; provided that if delivery or redelivery does not
take place
in a port payment shall be at the price paid at the vessel's
last port of
bunkering before delivery or redelivery, as the case may be.
Owners
shall give Charterers the use and benefit of any fuel contracts
they may
have in force from time to time, if so required by Charterers,
provided
suppliers agree.
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Stevedores,
Pilots, Tugs
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16. Stevedores
when required shall be employed and paid by Charterers, but this
shall not
relieve Owners from
responsibility at all times for proper-stowage, which must be
controlled
by the master who shall keep a strict account
of all cargo loaded and discharged Owners hereby indemnify Charterers,
their servants and agents against
all losses, claims, responsibilities and liabilities arising
in any way
whatsoever from the employment
of
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pilots,
tugboats or stevedores, who although employed by Charterers shall
be
deemed to be the servants of and in the service .of Owners and
under their
instructions (even if such pilots, tugboat personnel or stevedores
are in
fact the servants of Charterers their agents or any affiliated
company);
provided, however, that
(i) the
foregoing indemnity shall not exceed the amount to which Owners
would have
been entitled to limit their liability if they had themselves
employed
such pilots, tugboats or stevedores, and
(ii) Charterers
shall be liable for any damage to the vessel caused by or arising
out of
the use of stevedores, fair wear and tear excepted, to the extent
that
Owners are unable by the exercise of due diligence to obtain
redress
therefor from stevedores.
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Supernumeraries
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17. Charterers
may send representatives in the vessel's available accommodation
upon any
voyage made under this charter, Owners finding provisions and
all
requisites as supplied
to officers, except liquors. Charterers paying at the rate of
per day for
each representative while on board the vessel.
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Sub-letting
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18. Charterers
may sub-let the vessel, but shall always remain responsible to
Owners for
due fulfilment of this charter. SEE
ALSO CLAUSES 46 AND 62.
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Final
Voyage
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19. If
when a payment of hire is due hereunder Charterers reasonably
expect to
redeliver the vessel before the next payment of hire would fall
due, the
hire to be paid shall be assessed on Charterers' reasonable estimate
of
the time necessary to complete Charterers' programme up to redelivery,
and
from which estimate Charterers may deduct amounts due or reasonably
expected to become due for
(i) disbursements
on Owners' behalf or charges for Owners' account pursuant to
any provision
hereof, and
(ii) bunkers
on board at redelivery pursuant to Clause 15
Promptly
after redelivery my overpayment
shall be refunded by Owners or any underpayment made good by
Charterers.
If.
at the time this charter would otherwise terminate in accordance
with
Clause 4 the
vessel is on a ballast voyage to a port of redelivery or is upon
a laden
voyage, Charterers shall continue to have the use of the vessel
at the
same rate and conditions as stand herein for as long as necessary
to
complete such ballast voyage, or to complete such laden voyage
and return
to a port of redelivery as provided by this charter, as the case
may
be.
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Loss
of Vessel
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20. Should
the vessel be lost, this charter shall terminate and hire shall
cease at
noon on the day of her loss; should the vessel be a constructive
total
loss, this charter shall terminate and hire shall cease at noon
on the day
on which the vessel's underwriters agree that the vessel is a
constructive
total loss; should the vessel be missing, this charter shall
terminate and
hire shall cease at noon on the day on which she was last heard
of. Any
hire paid in advance and not earned shall be returned to Charterers
and
Owners shall reimburse Charterers for the value of the estimated
quantity
of bunkers on board at the time of termination, at the price
paid by
Charterers at the last bunkering port.
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Off
hire
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21 (a) On
each and every occasion that there is loss of time (whether by
way of
interruption in the vessel’s service or; from reduction in the vessel's
performance, or in any other manner)
(i) duo
to deficiency of personnel or stores; repairs; gas freeing for
repairs;
time in and waiting to enter dry dock for repairs; breakdown
(whether
partial or total) of machinery, boilers or other parts of the
vessel or
her equipment (including without limitation tank coatings); overhaul,
maintenance or survey; collision, stranding, accident or damage
to the
vessel; or any other similar cause preventing the efficient working.
of
the vessel; and such loss continues for more than three consecutive
hours
(if resulting from interruption in the vessel's service) or cumulates
to
more than three hours (if resulting from partial loss of service);
or
(ii) due
to industrial action, refusal to sail, breach of orders or neglect
of duty
on the part of the master, officers or crew; or
(iii) for
the purpose of obtaining medical advice or treatment for or landing
any
sick or injured person (other than a Charterers' representative
carried
under Clause 17 hereof) or for the purpose of landing the body
of any
person (other than a Charterers' representative); and such loss
continues
for more than three consecutive hours: or
(iv) due
to any delay in quarantine arising from the master, officers
or crew
having had communication with the shore at any infected area
without the
written consent or instructions of Charterers or their agents,
or to any
detention by customs or other authorities caused by smuggling
or other
infraction of local law on the part of the master, officers,
or crew; or
(v) due
to detention of the vessel by authorities at home or abroad attributable
to legal action against or breach of regulations by the vessel,
the
vessel's owners, or Owners (unless brought about by the
act or neglect of Charterers); then
without
prejudice to Charterers' rights under Clause 3 or to any other
rights of
Charterers hereunder or otherwise the vessel shall be off hire
from the
commencement of such loss of time until she is again ready and
in an
efficient state to resume her service from a position not less
favourable
to Charterers than that at which such, loss of time commenced;
provided
however, that any service given or distance made good by the
vessel whilst
off hire shall be taken into account in assessing the amount
to be
deducted from hire.
(b) If
the vessel fails to proceed at any guaranteed speed pursuant
to Clause 24,
and such failure arises wholly or partly from any of the causes
set out in
Clause 21(a) above, then the period for which the. vessel shall
be off
hire under this Clause 21 shall be the difference between
(i) the
time the vessel would have required to perform the relevant service
at
such guaranteed speed, and
(ii) the
time actually taken to perform such service (including any less
of time
arising from interruption in the performance of such
service).
For
the avoidance of doubt; all time included under (ii) above shall
be
excluded from any computation under Clause 24.
(c) Further
and without prejudice to the foregoing; in the event of the vessel
deviating (which expression includes without limitation putting
back, or
putting into any port other than that to which she is bound under
the
instructions of Charterers) for any cause or purpose mentioned
in Clause
21(a), the vessel shall be off hire from the commencement of
such
deviation until the time when she is again ready and in an efficient
state
to resume her service from a position not less favourable to
Charterers
than that at which the deviation commenced, provided however
that any
service given or distance made good by the vessel whilst so off
hire shall
be taken into account in assessing the amount to be deducted
from hire. If
the vessel, for any cause or purpose mentioned in Clause 21(a),
puts into
any port other than the port to which she is bound on
the
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instructions
of Charterers, the port charges, pilotage and other expenses
at such port
shall be borne by Owners. Should the vessel be driven into any
port or
anchorage by stress of weather hire shall continue to be due
and payable
during any time lost thereby.
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(d) If
the vessel's flag state becomes engaged in hostilities, and Charterers
in
consequence of such hostilities find it commercially impracticable
to
employ the vessel and have given Owners written notice thereof
then from
the date of receipt by Owners of such notice until the termination
of such
commercial impracticability the vessel shall be off hire and
Owners shall
have the right to employ the vessel on their own
account.
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(e) Time
during which the vessel is off hire under this charter shall
count as part
of the charter period.
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Periodical
Drydocking
|
22. (a) Owners CHARTERERS
have
the right and obligation to drydock the vessel at regular intervals
of AS REQUIRED
BY CLASS, VESSELS NEXT SCHEDULED DRYDOCK IS ON OR
ABOUT OCTOBER
2008. ALL DRYDOCK TIME AND RELATED EXPENSES TO BE
FOR CHARTERERS
ACCOUNT. OWNERS AND CHARTERERS TO MUTUALLY AGREE ON VESSEL'S
DRYDOCKING
BUDGET. On
each occasion Owners shall propose to Charterers a date on which
they wish
to dry
dock the vessel, not less than before such date, and Charterers
shall
offer a port far such
periodical drydocking and shall take all reasonable steps to
make the
vessel available as near to such date as
practicable.
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Owners CHARTERERS
shall
put the vessel in drydock at their expense
as soon as practicable after
Charterers place
the vessel at
Owners' disposal clear of cargo other than tank washings and
residues.
Owners shall be responsible for and pay for the disposal into
reception
facilities of such tank washings and residues and shall have
the right to
retain any monies received therefor, without prejudice to any
claim for
loss of cargo under any xxxx of lading or this
charter;
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(b) If
a periodical drydocking is carried out in the port offered by
Charterers
(which must have suitable accommodation for the purpose and reception
facilities for tank washings and residues), the vessel shall
be off hire
from the time she arrives at such port until drydocking is completed
and
she is in every way ready to resume Charterers' service and is
at the
position at which she went off hire or a position no less favourable
to
Charterers; whichever she first attains.
However,
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(i) provided
that Owners exercise due diligence in gas freeing, any time lost
in gas
freeing to the standard required for entry into drydock for cleaning
and
painting the hull shall not count as off hire, whether lost on
passage to
the dry docking port or after arrival there (notwithstanding
Clause 21),
and
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(ii) any
additional time lost in further gas freeing to meet the standard
required
for hot work or entry to cargo tanks shall count as off hire,
whether lost
on passage to the drydocking port or after arrival
there.
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Any
time which, but for sub Clause (i) above; would be off hire,
shall not be
included in any calculation under Clause 24.
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The
expenses of gas freeing, including without limitation the cost
of bunkers,
shall be for Owners account.
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(c) If
Owners require the vessel, instead of proceeding to the offered
port, to
carry out periodical drydocking at a special port selected by
them, the
vessel shall be off hire from the time when she is released to
proceed to
the special port until she next presents for loading in accordance
with
Charterers' instructions, provided, however, that Charterers
shall credit
Owners with the time which would have been taken on passage at
the service
speed had the vessel not proceeded to drydock. All fuel consumed
shall be
paid for by Owners but Charterers
shall credit Owners with the value of the fuel which would have
been used
on such notional passage calculated
at the guaranteed daily consumption for the service speed, and
shall
further credit Owners with any benefit they may gain in purchasing
bunkers
at the special port.
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(d) Charterers
shall, insofar as cleaning for periodical drydocking may have
reduced the
amount of tank cleaning necessary to meet Charterers' requirements,
credit
Owners with the value of any bunkers which Charterers calculate
to have
been saved thereby, whether the vessel dry docks at an offered
or a
special port.
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Ship
Inspection
|
23. Charterers OWNERS
shall
have the right at any time during the charter period to make
such
inspection of the vessel
as they may consider necessary. This right may be exercised as
often and
at such intervals as Charterers OWNERS
in their
absolute discretion may determine and whether the vessel is in
port or on
passage. Owners CHARTERERS
affording
all necessary co-operation and accommodation on board provided,
however,
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(i) that
neither the exercise nor the non exercise, nor anything done
or not done
in the exercise or non exercise, by Charterers of such right
shall in any
way reduce the master's or Owners' authority over, or responsibility
to
Charterers or third parties for the vessel and every aspect of
her
operation, nor increase Charterers' responsibilities to Owners
or third
parties for the same; and
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(ii) that
Charterers OWNERS
shall
not be liable for any act, neglect or default by themselves,
their
servants or agents in the exercise or non exercise of the aforesaid
right.
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Detailed
Description and Performance
|
24. (a) Owners
guarantee that the speed and consumption of the vessel shall
be as
follows:
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|
Average
speed
|
Maximum
average bunker consumption
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|
in
knots
|
main
propulsion
|
auxiliaries
|
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fuel
oil/diesel oil
|
fuel
oil/diesel oil
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tonnes
|
tonnes
|
|
Laden
| | |
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|
Ballast
| | |
| |
The
foregoing bunker consumptions are for all purposes except cargo
heating
and tank cleaning and
shall be pro rated between the speeds
shown.
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The
service speed of the vessel is knots laden and knots in ballast
and in the
absence of Charterers’ orders to the contrary the vessel shall proceed at
the service speed. However if more than one laden and one ballast
speed
are shown in the table above Charterers shall have the right
to order the
vessel to steam at any speed within the range set out in the
table (the
“ordered speed”).
If
the vessel is ordered to proceed at any speed other than the
highest speed
shown in the table, and the average speed actually attained by
the vessel
during the currency of such order exceeds such ordered speed
plus 0.5
knots (the “maximum recognized speed”), then for the purpose of
calculating any increase or decrease of hire under this Clause
24 the
maximum recognized speed shall be used in place of the average
speed
actually attained.
For
the purposes of this charter the “guaranteed speed” at any time shall be
the then current ordered speed or the service speed, as the case
may
be
The
average speeds and bunker consumptions shall for the purpose
of this
Clause 24 be calculated by reference to the observed distance
from pilot
station to pilot station on all sea passages during each period
stipulated
in Clause 24(c), but excluding any time during which the vessel
is (or but
for Clause 22(b) (i) would be) off-hire and also excluding “Adverse
Weather Periods”, being (i) any periods during which reduction of speed is
necessary for safety in congested waters or in poor visibility
(ii) any
days, noon to noon, when winds exceed force 8 on the Beaufort
Scale for
more than 12 hours.
(b) If
during any year from the date on which the vessel enters service
(anniversary to anniversary) the vessel falls below or exceeds
the
performance guaranteed in Clause 24(a) then if such shortfall
or excess
results
(i) from
a reduction or an increase in the average speed of the vessel,
compared to
the speed guaranteed in Clause 24(a), then an amount equal to
the value at
the hire rate of the time so lost or gained, as the case may
be, shall be
deducted form or added to the hire paid:
(ii) from
an increase or a decrease in the total bunkers consumed, compared
to the
total bunkers which would have been consumed had the vessel performed
as
guaranteed in Clause 24(a), an amount equivalent to the value
of the
additional bunkers consumed or the bunkers saved, as the case
may be,
based on the average price paid by Charterers for the vessel’s bunkers in
such period, shall be deducted from or added to the hire
paid.
The
addition to or deduction from hire so calculated for laden and
ballast
mileage respectively shall be adjusted to take into account the
mileage
steamed in each such condition during Adverse Weather Periods,
by dividing
such addition or deduction by the number of miles over which
the
performance has been calculated and multiplying by the same number
of
miles plus the miles steamed during the Adverse Weather Periods,
in order
to establish the total addition to or deduction from hire to
be made for
such period.
Reduction
of hire under the foregoing sub Clause (b) shall be without prejudice
to
any other remedy available to Charterers
(c) Calculations
under this Clause 24 shall be made for the yearly periods terminating
on
each successive anniversary of the date on which the vessel enters
service, and for the period between the last such anniversary
and the date
of termination of this charter if less than a year. Claims in
respect of
reduction of hire arising under this Clause during the final
year or part
year of the charter period shall in the first instance be settled
in
accordance with Charterers’ estimate made two months before the end of the
charter period. Any necessary adjustment after this charter terminates
shall be made by payment by Owners to Charterers or by Charterers
to
Owners as the case may require.
Payments
in respect of increase of hire arising under this Clause shall
be made
promptly after receipt by Charterers of all the information necessary
to
calculate such increase.
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Salvage
|
25. Subject
to the provisions of Clause 21 hereof, all loss of time and all
expenses (
excluding any damage to or loss of the vessel or tortious liabilities
to
third parties) incurred in saving or attempting to save life
or in
successful or unsuccessful attempts at salvage shall be borne
equally by
Owners and Charterers provided that Charterers
shall not be liable to contribute towards any salvage payable
by Owners
arising in any way out of services rendered under this Clause
25.
All
salvage and all proceeds from derelicts shall be divided equally
between Owners and PAID
TO
Charterers after deducting the master's, officers' and crew's
share.
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Lien
|
26. Owners
shall have a lien upon all cargoes and all freights, sub-freights
and
demurrage for any amounts due under this charter: and Charterers
shall
have a lien on the vessel for all monies paid in advance and
not earned,
and for all claims for damages arising from any breach by Owners
of this
charter.
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|
Exceptions
|
27. (a) The
vessel, her master and Owners shall not, unless otherwise in
this charter
expressly provided, be liable for any loss or damage or delay
or failure
arising or resulting from any act, neglect or default of the
master,
pilots, mariners or other servants of Owners in the navigation
or
management of the vessel: fire, unless caused by the actual fault
or
privity of Owners; collision or stranding; dangers and accidents
of the
sea; explosion, bursting of boilers, breakage of shafts or any
latent
defect in hull, equipment or machinery: provided, however, that
Clauses 1
, 2, 3 and 24 hereof shall be unaffected by the foregoing. Further,
neither the vessel, her master or Owners, nor Charterers shall,
unless
otherwise in this charter expressly provided, be liable for any
loss or
damage or delay or failure in performance hereunder arising or
resulting
from act of God, act of war, seizure under legal process, quarantine
restrictions, strikes, lock-outs, riots, restraints of labour,
civil
commotions or arrest or restraint of princes, rulers or
people.
(b) The
vessel shall have liberty to sail with or without pilots, to
tow or go to
the assistance of vessels in distress and to deviate for the
purpose of
saving life or property,
(c) Clause
27(a) shall not apply to or affect any liability of Owners or
the vessel
or any other relevant person in respect of
(i) loss
or damage caused to any berth, jetty, dock, dolphin, buoy, mooring
line,
pipe or crane or other works or equipment whatsoever at or near
any place
to which the vessel may proceed under this charter, whether or
not such
works or equipment belong to Charterers, or
(ii) any
claim (whether brought by Charterers or any other person) arising
out of
any loss of or damage to or in connection with cargo. All such
claims
shall be subject to the Hague-Visby Rules or the Hague Rules,
as the case
may be, which ought pursuant to Clause 38 hereof to have been
incorporated
in the relevant xxxx of lading (whether or not such Rules were
so
incorporated) or, if no such xxxx of lading is issued, to the
Hague-Visby
Rules,
(d) In
particular and without limitation, the foregoing subsections
(a) and (b)
of this Clause shall not apply to or in any way affect any provision
in
this charter relating to off-hire or to reduction of
hire.
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|
Injurious
Cargoes
|
28. No
acids, explosives or cargoes injurious to the vessel shall be
shipped and
without prejudice to the foregoing any damage to the vessel caused
by the
shipment of any such cargo, and the time taken to repair such
damage,
shall be for Charterers' account. No voyage shall be undertaken,
nor any
goods or cargoes loaded, that would expose the vessel to capture
or
seizure by rulers or governments.
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|
Grade
of Bunkers
|
29. Charterers
shall supply marine diesel oil/fuel oil with a maximum viscosity
of
Centistokes at 50 degrees Centigrade/ACGFO for main propulsion
and diesel
oil/ACGFO for the auxiliaries. If Owners require the vessel to
be supplied
with more expensive bunkers they shall be liable for the extra
cost
thereof.
Charterers
warrant that all bunkers provided by them in accordance herewith
shall be
of a quality complying with the International Marine Bunker Supply
Terms
and Conditions of Shell International Trading Company and with
its
specification for marine fuels as amended from time to time.
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|
Disbursements
|
30. Should
the master require advances for-ordinary disbursement at any
port,
Charterers or their agents shall make such advances to him, in
consideration of which Owners shall pay a commission of two and
a half
percent, and all such advances and commission shall be dedicated
from
hire.
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|
Laying-up
|
31. Charterers
shall have the option, after consultation with Owners, of requiring
Owners
to lay up the vessel at a safe place nominated by Charterers.
,
in
which case the hire-provided for under this charter shall be
adjusted to
reflect any net increases in expenditure reasonably incurred
or any net
saving which should reasonably be made by Owners as a result
of such lay
up, Charterers may exercise the said option any number of times
during the
charter period:
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|
Requisition
|
32. Should
the vessel be requisitioned by any government, de facto or de
jure, during
the period of this charter, the vessel shall be off-hire during
the period
of such requisition, and any hire paid by such government in
respect of
such requisition period shall be for Owners' CHARTERERS
account. Any such requisition period shall count as part of the
charter
period.
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|
Outbreak
of War
|
33. If
war or hostilities break out between any two or more of the following
countries: U.S.A., U.S.S.R., P.R.C., U.K., Netherlands both Owners
and
Charterers shall have the right to cancel this
charter.
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|
Additional
War
Expenses
|
34. If
the vessel is ordered to trade in areas where there is war (de
facto or de
jure) or threat of war, Charterers shall reimburse Owners for
any
additional insurance premia, crew bonuses and other expenses
which are
reasonably incurred by Owners as a consequence of such orders,
provided
that Charterers are given such expenses as soon as practicable
and in any
event before such expenses are incurred, provided further the
Owners
obtain from their insurers a waiver of any subrogated rights
against
Charters in respect of any claims by Owners under their war risk
insurance
arising out of compliance with such orders.
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|
War
Risks
|
35. (a) The
master shall not be required or bound to sign bills of lading
for any
place which in his or Owners’ reasonable opinion is dangerous or
impossible for the vessel to enter or reach owning to any blockade,
war,
hostilities, warlike operations, civil war, civil commotions
or
revolutions.
(b) If
in the reasonable opinion of the master of Owners it becomes,
for any of
the reason set out in Clause 35(a) or the operations of international
law,
dangerous, impossible or prohibited for the vessel to reach or
enter, or
to load or discharge cargo at, any place to which the vessel
has been
ordered pursuant to this charter(a “place of peril”), then Charters or
their agents shall be immediately notified by telex or radio
messages, and
Charterers shall thereupon have the right to order the cargo,
or such part
of it as may be affected, to be loaded or discharged, as the
case may be,
at any other place within the trading limits of this charter
(provided
such other place is not itself a place of peril). If any place
of
discharge is or becomes a place of peril and no orders have been
received
from Charterers or their agents within 48 hours after dispatch
of such
messages, then Owners shall be at liberty to discharge the cargo
or such
part of it as may be affected at any place which they or the
master may in
their or his discretion select within the trading limits of this
charter
and such discharge shall be deemed to be due fulfillment of Owners’
obligations under this charter so far as cargo so discharged
is
concerned.
(c) The
vessel shall have liberty to comply with any directions or recommendations
as to departure, arrival, routes, ports of call, stoppages, destinations,
zones, waters, delivery or in any other wide whatsoever or by
any person
or body acting or purporting to act as or with the authority
of any such
government or local authority including any de facto government
or local
authority or by any person or body acting or purporting to act
as or with
the authority of any such government or local authority or by
any
committee or person having under the terms of the war risks insurance
on
the vessel the right to give any such directions or recommendations.
If by
reason of or in compliance with any such directions or recommendations
anything is done or is not done such shall not be deemed a
deviation.
If
by reason of or in compliance with any such direction or recommendation
the vessel does not proceed to any place of discharge to which
she has
been ordered pursuant to this charter, the vessel may proceed
to any place
which the master or Owners in his or their discretion select
and there
discharge the cargo or such part of it as may be affected, Such
discharge
shall be deemed to be due fulfillment of Owners obligations under
this
charter so far as cargo so discharged concerned.
Charterers
shall procure that all bills of lading issued under this charter
shall
contain the Chamber of Shipping War Risks Clause
1952.
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|
Both
to Blame Collision Clause
|
36. If
the liability for any collision in which the vessel is involved
while
performing this charter fails to be determined in accordance
with the laws
of the United States of America, the following provision shall
apply:
"If
the ship comes into collision with another ship as a result of
the
negligence of the other ship and any act, neglect or default
of the
master, mariner, pilot or the servants of the carrier in the
navigation or
in the management of the ship, the owners of the cargo carried
hereunder
will indemnify the carrier against all loss, or liability to
the other or
non-carrying ship or her owners in so far as such loss or liability
represents loss of, or damage to, or any claim whatsoever of
the owners of
the said cargo, paid or payable by the other or non-carrying
ship or her
owners to the owners of the said cargo and set off, recouped
or recovered
by the other or non-carrying ship or her owners as part of their
claim
against the carrying ship or carrier."
"The
foregoing provisions shall also apply where the. owners, operators
or
those in charge of any ship or ships or objects other than, or
in addition
to, the colliding ships or objects are at fault in respect of
a collision
or contact."
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| |
Charterers
shall procure that all bills of lading issued under this charter
shall
contain a provision in the foregoing terms to be applicable where
the
liability for any collision in which the vessel is involved falls
to be
determined in accordance with the laws of the United States of
America.
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|
New
Xxxxx Clause
|
37. General
average contributions shall be payable according to the York/Antwerp
Rules, 1974 AS
AMENDED IN 1994
,
and shall be adjusted in London in accordance with English law
and
practice but should adjustment be made in accordance with the
law and
practice of the United States of America, the following provision
shall
apply:
"In
the event of accident, danger, damage or disaster before or after
the
commencement of the voyage, resulting from any cause whatsoever,
whether
due to negligence or not, for which, or for the consequence of
which, the
carrier is not responsible by statute, contract or otherwise,
the cargo,
shippers, consignees or owners of the cargo shall contribute
with the
carrier in general average to the payment of any sacrifices,
losses or
expenses of a general average nature that may be made or incurred
and
shall pay salvage and special charges incurred in respect of
the cargo."
"If
a salving ship is owned or operated by the carrier, salvage shall
be paid
for as fully as if the said salving ship or ships belonged to
strangers.
Such deposit as the carrier or his agents may deem sufficient
to cover the
estimated contribution of the cargo and any salvage and special
charges
thereon shall, if required, be made by the cargo, shippers, consignees
or
owners of the cargo to the carrier before delivery,"
Charterers
shall procure that all bills of lading issued under this charter
shall
contain a provision in the foregoing terms, to be applicable
where
adjustment of general average is made in accordance with the
laws and
practice of the United States of America.
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|
Clause
Paramount
|
38. Charterers
shall procure that all bills of lading issued pursuant to this
charter
shall contain the following clause; SEE
CLAUSE 55.
“(1) Subject
to sub-clause (2) hereof, this xxxx of lading shall be governed
by, and
have effect subject to, the rules contained in the International
Convention for the Unification of Certain Rules relating to Bills
of
Lading signed at Brussels on 25th August 1924 (hereafter the
“Hague
Rules”) as amended by the Protocol signed at Brussels on 23rd February
1968 (hereafter the “Hague Visby Rules”). Nothing contained herein shall
be deemed to be either a surrender by the carrier of any of his
rights or
immunities or any increase of any of his responsibilities or
liabilities
under the “Hague Visby Rules.”
“(2) If
there is governing legislation which applies the Hague Rules
compulsorily
to this xxxx of lading, to the exclusion of the Hague Visby Rules,
then
this xxxx of lading shall have effect subject to the Hague Rules.
Nothing
herein contained shall be deemed to be either a surrender by
the carrier
of any of his rights or immunities or an increase of any of his
responsibilities or liabilities under the Hague Rules.”
“(3) If
any term of this xxxx of lading is repugnant to the Hague Visby
Rules, or
Hague Rules if applicable, such term shall be void to that extent
but no
further.”
“(4) Nothing
in this xxxx of lading shall be constructed as in any way restricting,
excluding or waiver the right of any relevant part or person
to limit his
liability under any available legislation and/or
law.”
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|
XXXXXXX
|
00. Owners CHARTERERS
warrant
that the vessel is:
(i) a
tanker in TOVALOP and
(ii) properly
entered in
P&I
Club
and
will so remain during the currency of this charter.
When
an escape or discharge of Oil occurs from the vessel and causes
or
threatens to cause Pollution Damage, or when there is the threat
of an
escape or discharge of Oil (i.e. a grave and imminent danger
of the escape
or discharge Oil which, if it occurred, would create a serious
danger of
Pollution Damage, whether or not an escape or discharge in fact
subsequently occurs), then Charterers may, at their option, upon
notice to
Owners or master, undertake such measures as are reasonably necessary
to
prevent or minimize such Pollution Damage or to remove the Threat,
unless
Owners promptly undertake the same. Charterers shall keep Owners
advised
of the nature and result of any such measures taken by them and,
if time
permits the nature of the measures intended to be taken by them.
Any of
the aforementioned measures taken by Charterers shall be deemed
taken on
Owners’ authority as Owners’ agent, and shall be at Owners’ expense except
to the extent that:
(1) any
such escape or discharge or Threat was caused or contributed
to by
Charterers, or
(2) by
reason of the exceptions set out in Article III, paragraph 2,
of the 1969
International Convention on Civil Liability for Oil Pollution
Damage,
Owners are or, had the said Convention applied to such escape
or discharge
or to the Threat, would have been exempt from liability for the
same,
or
(3) the
cost of such measures together with all other liabilities, costs
and
expenses of Owners arising out of or in connection with such
escape or
discharge or Threat exceeds one hundred and sixty United States
Dollars
(US $160) per ton of the vessel’s Tonnage or sixteen million eight hundred
thousand United States Dollars (US $16,800,000), whichever is
the lesser,
save and insofar as Owners shall be entitled to recover such
excess under
either the 1971 International Convention on the Establishment
of an
International Fund for Compensation for Oil Pollution Damage
or under
CRISTAL;
PROVIDED
ALWAYS that if Owners in their absolute discretion consider said
measures
should be discontinued. Owners shall so notify Charterers and
thereafter
Charterers shall have no right to continue said measures under
the
provisions of this Clause 39 and all further liability to Charterers
under
this Clause 39 shall thereupon cease.
The
above provisions are not in derogation of such other rights as
Charterers
or Owners may have under this charter or may otherwise have or
acquire by
law or any International Convention or TOVALOP.
The
term “TOVALOP” means the Tanker Owners’ Voluntary Agreement Concerning
Liability for Oil Pollution dated 7th January 1969, as amended
form time
to time, and the term “CRISTAL” means the Contract Regarding an Interim
Supplement to Tanker Liability for Oil Pollution dater 14th January
1971,
as amended from time to time. The terms “Oil”, “Pollution Damage”, and
“Tonnage” shall for the purposes of this Clause 39 have the meanings
ascribed to them in TOVALOP.
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|
Export
Restrictions
|
40. The
master shall not be required or bound to sign bills of lading
for the
carriage of cargo to any place to which export of such cargo
is prohibited
under the laws, rules or regulations of the country in which
the cargo was
produced and/or shipped
Charterers
shall procure that all bills of lading issued under this charter
shall
contain the following clause:
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| |
"If
any laws rules or regulations applied by the government of the
country in
which the cargo was produced and/or shipped, or any relevant
agency
thereof, impose a prohibition on export of the cargo to the place
of
discharge designated in or ordered under this xxxx of lading,
carriers
shall be entitled to require cargo owners forthwith to nominate
an
alternative discharge place for the discharge of the cargo, or
such part
of it as may be affected, which alternative place shall not be
subject to
the prohibition, and carriers shall be entitled to accept orders
from
cargo owners to proceed to and discharge at such alternative
place. If
cargo owners fail to nominate an alternative place within 72
hours after
they or their agents have received from carriers notice of such
prohibition, carriers shall be at liberty to discharge the cargo
or such
part of it as may be affected by the prohibition at any safe
place on
which they or the master may in their or his absolute discretion
decide
and which is not subject to the prohibition, and such discharge
shall
constitute due performance of the contract contained in this
xxxx of
lading so far as the cargo so discharged is concerned".
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| |
The
foregoing provision shall apply mutatis mutandis to this charter,
the
references to a xxxx of lading being deemed to be references
to this
charter.
|
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|
Law
and Litigation
|
41. (a) This
charter shall be construed and the relations between the parties
determined in accordance with
the laws of England.
|
| |
(b) Any
dispute arising under this charter shall be decided by the English
Courts
to whose jurisdiction the parties hereby agree.
|
| |
(c) Notwithstanding
the foregoing, but without prejudice to any party's right to
arrest or
maintain the arrest of any maritime property, either party may,
by giving
written notice of election to the other party, elect to have
any such
dispute referred to the arbitration of a single arbitrator in
London in
accordance with the provisions of the Arbitration Xxx 0000, or
any
statutory modification or re-enactment thereof for the time being
in
force.
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| |
(i) A
party shall lose its right to make such an election only
if:
|
| |
(a) it
receives from the other party a written notice of dispute which
|
| |
(1) states
expressly that a dispute has arisen out of this
charter:
|
| |
(2) specifies
the nature of the dispute: and
|
| |
(3) refers
expressly to this clause 41(c)
|
| |
and
|
| |
(b) it
fails to give notice of election to have the dispute referred
to
arbitration not later than 30 days from the date of receipt of
such notice
of dispute.
|
| |
(ii) The
parties hereby agree that either party may
|
| |
(a) appeal
to the High Court on any question of law arising out of an
award:
|
| |
(b) apply
to the High Court for an order that the arbitrator state the
reasons for
his award:
|
| |
(c) give
notice to the arbitrator that a reasoned award is required:
and
|
| |
(d) apply
to the High Court to determine any question of law arising in
the course
of the reference.
|
| |
(d) it
shall be a condition precedent to the right of any party to a
stay of any
legal proceedings in which maritime property has been, or may
be, arrested
in connection with a dispute under this charter, that that party
furnishes
to the other party security to which that other party would have
been
entitled in such legal proceedings in the absence of a
stay.
|
| | |
|
Construction
|
42. The
side headings have been included in this charter for convenience
of
reference and shall in no way affect
the construction hereof.
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| | |
| |
RIDER
CLAUSES 43-67 AS ATTACHED HERETO TO BE INCORPORATED IN THIS TIME
CHARTER
PARTY.
|
| |
OWNERS:
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TIME
CHARTERERS:
|
| | | | |
| | | |
CHAMPION
SHIPPING AS
|
| | | | |
| | | |
/s/
illegible
|
| |
This
Charter Party is a computer generated copy of the SHELLTIME4
Charter Party
form, printed using software which is the copyright of Strategic
Software
Limited.
|
| | |
| |
This
is a precise copy of the original document which can be modified,
amended
or added to only by the striking out of original characters,
or the
insertion of new characters, such characters being clearly highlighted
by
underlining or use of colour or use of a larger font and marked
as having
been made by the licensee or end user as appropriate and not
by the
author.
|
SHELLTIME
4 RIDER CLAUSES "BRALI" TBR. "CHAMPION BRALI"
43. TRADING
LIMITS CLAUSE
World-wide
within the British Institute Warranty Limits, as may be revised from time
to
time to time, or within the limits applying in Charterers' insurances in
effect
from time to time, however excluding any war zones and any other areas
to which
restrictions may be imposed by the United Nations or the flag state. The
Charterers may be allowed to breach the trading limits as described above
subject to the Charterers paying any extra insurance premium supported
by
vouchers from Charterers' underwriters.
44. RATE
OF HIRE
Subject
to the terms and conditions of the Charter Ancilliary Agreement, the Charterers
shall pay
for
the use of the vessel in accordance with the terms of this Charter Party
a daily
rate in US
Dollars consisting of two components, a 'financial element' of US$14,500.-
per
day and an
'operating element' estimated at US$5,500.- per day giving a total rate
of
US$20,000.- per day.
Out
of this gross amount Charterers are to deduct at source 2 % brokerage which
they are
to
pay directly to the brokers involved in accordance with clause 66. of this
Charter-party. This
charter is 'hell or high water' meaning the vessel is on charter 365 days
per
annum with there being no offhire.
The
vessel is chartered with an estimated operating expense of US$5,500 per
day. If
the overall
operating expense is lower than said amount then Owners to refund to Charterers
the difference
between actual amount and the afore stated amount. Reconciliation of accounts
to be
completed on a quarterly basis based on the submitted account from the
Management company.
If
the
vessel's operating expenses exceed US$5,500.- per day then Charterers to
make
Owners whole
for
any difference. This amount to be settled on a quarterly basis based on
submitted accounts
from the Management.
If
the
budgeted operating expenses alter either higher or lower by a margin of
10% from
the agreed
US$5,500.- (i.e. above US$6,050.- per day or below US$4,950.- per day)
then hire
for the
subsequent period up until the next reconciliation to be adjusted
accordingly.
45. OPTIONS
Non-applicable.
46. CHANGE
OF OWNERSHIP CLAUSE
The
Owners agree not to sell the Vessel during the currency of this Time Charter
without the written approval of the Charterers which approval may be withheld
in
the Charterers' sole discretion. For purposes of this Clause 46, any sale,
assignment, transfer, conveyance or disposition of the shares of the Owners,
directly or indirectly through intermediate holding companies, to any third
party not controlled, shall be deemed a sale of the Vessel.
47. CHANGE
OF CLASSIFICATION SOCIETY
The
Charterers shall have the right to change the Vessel's classification society
to
another classification society being a member of the IACS, subject to obtaining
the prior written approval of the Owners, which approval may be withheld
in the
Owners' sole discretion.
SHELLTIME
4 RIDER CLAUSES "BRALI" TBR. "CHAMPION BRALI"
48. HOUSE
FLAG
The
Charterers and any sub-Charterers shall be allowed to fly their house flag
and
to paint the Vessel's funnel with their own colours, if desired, at Charterers'
expense.
49. FLAG
CLAUSE
The
Vessel will fly the flag of Xxxxxxxx Island with the right of the Charterers
to
have title to the Vessel registered in any other register at any time at
Charterers
cost and
expense also with regard to higher operating costs incurred thereby. A
change of
flag must be approved by the Owners, Owners approval not to be unreasonably
withheld.
50. ADDITIONAL
SMALL EQUIPMENT CLAUSE
The
Charterers shall be at liberty to supplement lines and mooring wires, to
fit any
additional pumps and/or other vessel gear beyond what is on board at the
commencement of the Charter, and to make the necessary connections with
hydraulic, steam or water pipes. Such work to be done at their expense,
and such
pumps and/or gear so fitted to be considered their property, and the Charterers
shall be at liberty to remove it a their expense and time during or at
the
expiry of this Charter with the Vessel to be left in her original condition.
Such additions always to be approved by class. The Owners shall, however,
have
the option to take over such additional equipment at a price to be agreed
between Charterers and owners.
|
51.
|
CHANGES/IMPROVEMENTS
NECESSARY FOR THE OPERATION OF THE VESSEL OR IMPOSED BY LEGISLATION
OR
CLASS
|
|
51.1
|
In
the event any improvement, structural change or the installation
of new
equipment is imposed by compulsory legislation and/or class rules,
Charterers shall have the right at their own cost to effect such
improvement, changes or installation, without the Owners'
consent.
|
|
51.2
|
In
the event any improvement, structural change or the installation
of new
equipment is deemed necessary by the Charterers for the continued
operation of the Vessel, Charterers shall have the right at their
own cost
to effect such improvement, changes or installation, with the
Owners'
consent which shall not unreasonably be
withheld.
|
|
51.3
|
The
Owners have to be notified in writing in advance by the Charterers
about
any changes and/or improvements as per clauses 51.1 and
51.2.
|
|
51.4.
|
Any
change, improvement or installation made pursuant to this Clause
51 shall
become the property of Owners.
|
|
51.5
|
Nothing
in this Clause 51 shall be construed as to impose any obligation
on the
Owners to effect any improvement or structural change with respect
to or
install new equipment on the
vessel.
|
52. LIGHTERAGE
Charterer
may require vessel to perform a vessel to vessel lighterage operation at
anchor
or underway off any load or discharge port(s) or any designated lightering
location in the open sea, in which event Charterer will provide the lighter,
fenders, hoses and any other equipment deemed necessary by Charterer. Lighterage
to be conducted always in accordance with OCIMF guidelines.
SHELLTIME
4 RIDER CLAUSES "BRALI" TBR. "CHAMPION BRALI"
53. NEW
CLAUSE PARAMOUNT
The
Charterers warrant to include following clauses in all Bills of Lading
issued
pursuant to this Time Charter by them or any sub-Charterer:
|
(i)
|
Subject
to sub clauses (2) or (3) hereof, this Xxxx of Lading shall be
governed
by, and have effect subject to the rules contained in the International
Convention for the Unification of Certain Rules relating to Bills
of
Lading signed at Brussels on 25th
August
1924 (hereafter the "Hague Rules") as amended by the Protocol
signed at
Brussels on 23rd
February 1968 (hereafter the "Hague-Visby Rules"). Nothing contained
herein shall be deemed to be either a surrender by the carrier
of any
rights or immunities or any increase of any of his responsibilities
or
liabilities under the Hague-Visby
rules.
|
|
(ii)
|
If
there is governing legislation which applies the Hague Rules
compulsory to
this Xxxx of Lading to the exclusion of the Hague-Visby rules,
then this
Xxxx of Lading shall have effect subject to the Hague Rules.
Nothing
herein contained shall be deemed to be either a surrender by
the carrier
of any of his rights or immunities or an increase of any of his
responsibilities or liabilities under the Hague
rules.
|
|
(iii)
|
If
there is governing legislation which applies the Hamburg Rules
compulsory
to this Xxxx of Lading to the exclusion of the Hague-Visby rules,
then
this Xxxx of Lading shall have effect subject to the Hamburg
Rules.
Nothing herein contained shall be deemed to be either a surrender
by the
carrier of any of his rights or immunities or an increase of
any of his
responsibilities under the Hamburg
Rules.
|
|
(iv)
|
If
any term of this Xxxx of Lading is repugnant to the Hague-Visby
rules, or
Hague Rules or Hamburg rules, if applicable, such terms shall
be void to
that extent but no further.
|
54. TIME
CHARTER ENVIRONMENTAL LEGISLATION (COFR) CLAUSE
If
Vessel
is to call at any port where environmental legislation has been enacted
that
requires the procurement of financial guarantee, special certificates or
special
permits, all related costs payable per call related to compliance with
such
legislation (including obtaining a Certificate of Financial Responsibility
and
other requirements of the Oil Pollution Act of 1990, as amended from time
to
time, with respect to any U.S. port) shall be paid by Charterers, owners
shall
supply any relevant documents to Charterers, and Charterers shall have
the
benefit of any eventual discount on the above.
55. ASSIGNMENT
CLAUSE
Notwithstanding
any other provisions of the Time Charter Party, the Charterers may assign
all of
their rights and obligations under this Time Charter Party to any affiliate,
but
the Charterers to remain fully responsible for the fulfilment of the Charter
Party.
56. NOTICE
CLAUSE
The
Charterers to give 30 days approximate and 5 days definite notice of redelivery
to the Owners.
SHELLTIME
4 RIDER CLAUSES "BRALI" TBR. "CHAMPION BRALI"
57. ENGLISH
LANGUAGE CLAUSE
The
Charterers undertake to have fluent English speaking officers available
onboard
and ashore to ensure appropriate communications between
Charterers/Owners/Managers/Agents/ Authorities/Terminal Officials.
58. OWNERS'
INDEMNITY CLAUSE FOR ARREST
Charterers
shall indemnify and hold harmless Owners from and against any harmful
consequences, damages and/or losses of whatever nature suffered by Charterers
as
a consequence of any arrest or detention of the Vessel or other action
against
the Vessel.
59. CHARTER
ANCILLARY AGREEMENT
The
technical management will be based on Charterers' decision as to who manages
the
vessel. All operating decisions and all costs will be for Charterers account,
and Owners will act upon all Charterers reasonable instructions in this
regard.
It is likely that Charterers will continue with vessel's present Managers
V.
SHIPS FLORIDA and a copy of the existing management contract is attached
to this
Charter Party.
60. TERMINATION
PROVISIONS
In
addition to the provisions with respect to termination set forth in clauses
9,20,32 and 58 hereof, certain termination provisions with respect to this
Agreement/Charter are set forth in the Charter Ancillary Agreement.
61. THIRD
PARTY CLAUSE
Except
as
may be otherwise agreed in writing by the parties with any third party,
a person
who is not party to this Agreement/Charter may not enforce, or otherwise
have
the benefit of, any provision of this Agreement/Charter under the Contracts
(Rights of Third Parties Act 1999), but this provision does not affect
any right
or remedy of a third party which exists or is available apart from that
Act.
62. CHARTERERS'
OPTION TO DIRECT BAREBOAT OF VESSEL
The
Charterers shall have the right to direct the Owners to bareboat charter
the
Vessel to an unrelated third party, however, the Managers of the Vessel
shall
not be changed without the written approval of the Owners.
53. EARLY
TERMINATION OF THE TIMECHARTER.
At
the
end of year 1 of this Charter, Charterers have the option to prepay the
balance
of the Charter
for US$15 million. After such prepayment Charterers will be able to purchase
the vessel
for US$1.
After
3
years, Charterers and owners have a mutual put/call option to have the
balance
of the Charter
prepaid for US$6.35 million and the subsequent purchase being for
US$1. If
Charterers or Owners do not exercise the above options, the vessel will
remain
on Charter until
the
end of the 5 years period with Charterers having the option to purchase
the
vessel at the
end
of the 5 years period by paying US$1.
The
above
amounts are based on change of ownership taking place 365,1095 or 1825
days
after the vessel has been delivered on time-charter. Delivery to take place
earliest 30 days prior or latest 60 days after 1, 3 and 5 years time-charter
have elapsed with the prepaid amount to be adjusted by US$ 14.500 per
day.
The
terms
under which change of Ownership are to take place are outlined in the
attached MOA.
SHELLTIME
4 RIDER CLAUSES "BRALI" TBR. "CHAMPION BRALI"
64. INSURANCE
All
vessels insurances are to be placed and paid by Charterers.
If
vessel
becomes a CTL during the Timecharter period, the funds due to Owners to
be
US$19 mill
as
per day one and be reduced with US$11,000 every day vessel has been on
charter
up to the
day
she is declared a CTL. Balance of eventual insurance amount is due to
Charterers. Same
principle to apply for all other insurance matters.
Charterers
may place vessel's insurances differently from the present arrangements
via
V.Ships, however coverage to be no less.
65. CARGO
CLAUSE
Charterers
have the right to carry any products onboard the vessel as long as in accordance
with her certificates and coating resistance list.
66. ENCUMBRANCES
Vessel
is
owned free of debt. In the event Owners place any encumbrances on the vessel
in
the form of a mortgage or similar debt, then Owners will obtain for Charterers
a
traditional letter of "Quiet enjoyment".
67. COMMISSION
CLAUSE
Owners
authorize Charterers to deduct 2 percent at source on all monies earned
and
remit to KS XXXXXXX XXXXX AND CO., BERGEN for equal division with WEBERCOMPASS
(HELLAS) SA.
|
OWNERS
| |
TIMECHARTERERS
|
| | | |
| | |
CHAMPION
SHIPPING AS
|
| | | |
| | |
/s/
illegible
|
SHELLTIME
4 RIDER CLAUSES "BRALI" TBR. "CHAMPION BRALI"
ANNEX
1
"BRALI"
TBR "CHAMPION BRALI"
|
Type:
|
Oil
Tanker
|
| |
(Double
Hull)
|
| | |
|
Flag:
|
Xxxxxxxx
Island
|
|
Registry
No.:
| |
|
Built:
|
1985
|
| | |
|
Class:
|
DnV
1Al Tanker for Oil and caustic soda, ESP EO Inert
|
| | |
|
IMO
No.:
|
0000000
|
| | |
|
Call
sign:
|
C6P42
|
Vessel
to
be delivered into time charter in substantially the same condition as when
inspected At Remontowa Shipyard 24th
November
2005, fair wear and tear excepted, Class maintained, free of recommendations
and
free of average damage affecting class, with all national and international
trading certificates valid and unextended at time of delivery.
Vessel
to
be delivered with her CAP 1 rating valid and with her 4th
Special
Survey fully passed with minimum following vettings in place:
Chevron/BP/Shell/Repsol,
this provided that V. Ships Florida continue as managers. Last three cargoes
prior delivery to be unleaded CPP.
Bunker-consumption
at time of delivery on charter Consumption at Sea: Loaded
Speed
abt. 13k
ME
27.5
mt/day FO
A/E
0
mt/day FO with shaft generator on. 2.5 mt/day FO with shaft generator
off.
A/E
0
mt/day DO. IG 6.5. mt/day DO if in use. Boiler 0 mt/day
Consumption
at Sea: Ballast
Speed
abt. 13kn
ME
26.0
mt/day FO
A/E
0
mt/day FO with shaft generator on. 2.5 mt/day FO with shaft
generator
off.
A/E
0
mt/day DO. IG 6.5. mt/day DO if in use.. Boiler 0 mt/day
SHELLTIME
4 RIDER CLAUSES "BRALI" TBR. "CHAMPION BRALI"
ANNEX
1
continued
Consumption
in Port: Discharge
Boiler
3.0 mt/day FO
A/E
3.0
mt/day FO for each of the two FO A/E if in use.
A/E
2.0
mt/day DO for when the DO generator in use.
NB
For
maximum discharge rate of cargo all three A/E in use i.e. 2 x
FO
&
1 x DO.
IG
6.5
mt/day DO
Consumption
in Port: Loading & at Anchor Boiler 3.0 mt/day FO A/E 3.0 mt/day FO A/E 2.0
mt/day DO if DO A/E in use.
The
vessel has a shaft generator and the diesel generators are not usually
run at
sea except for bad weather or when maneuvering.
The
vessel has FO generators and a DO generator. Usually the DO generator is
only
run in port when full power (all pumps) are required for discharge.
+++++
|
OWNERS:
| |
CHARTERERS:
|
| | |
/s/
illegible
|
| | |
CHAMPION
SHIPPING AS
|
| | | |
|
MEMORANDUM
OF AGREEMENT
See
Clause 17
|
Norwegian
Shipbroker’s Association’s Memorandum of Agreement for sale and purchase
of ships Adopted by the Baltic and International Maritime Council
(BIMCO)
in 1956
Code-name
SALEFORM
1993
Revised
1966, 1983, and 1986/87.
|
Dated:
12th
December 2005
Xxxxxxx
Vessel Limited Partnership, a Californian partnership hereinafter
called the Sellers, have agreed to sell, and Champion
Shipping AS, Bergen
hereinafter
called the Buyers, have agreed to buy
Name:
M/T ‘B
R A L I’ to be renamed 'C H A M P I O NB R A L I'
Classification
Society/Class: Det
Norske Veritas/1A1 Tanker for Oil and Caustic Soda ESP EO
INERT
|
Built:
1985
|
By:
Hyundai Shipbuilding and Heavy Ind. Ltd
|
| | |
|
Flag:
Bahamas
|
Place
of Registration: Nassau
|
| | |
|
Call
Sign: C6PY2
|
Grt/Nrt:
31,248/14,801
|
IMO
Register Number: 8309799
hereinafter
called the Vessel, on the following terms and conditions:
Definitions
"Banking
days" are days on which banks are open both in the country of the currency
stipulated for the Purchase Price in Clause
1
and in
the place of closing stipulated in Clause
8.
"In
writing" or "written" means a letter handed over from the Sellers to the
Buyers
or vice versa, a registered
letter, telex, telefax or other modern form of written
communication.
"Classification
Society" or "Class" means the Society referred to in line
4.
1. Purchase
Price USD 1, - (One United States Dollar only)
2. Deposit
not applicable
As
security for the correct fulfilment of this Agreement the Buyers shall
pay a
deposit of 10% (ten per cent) of the Purchase Price within
banking days
from the date of this Agreement.
This deposit shall be placed with and
held by them in a-joint account for the Sellers and the Buyers, to be released
in accordance with joint written instructions of the Sellers and the Buyers.
Interest, if any, to be credited to the Buyers. Any fee charged for holding
the
said deposit shall be borne equally by the Sellers and the
Buyers.
3. Payment
The
said
Purchase Price shall be paid in full free of bank charges to Sellers'
nominated first class international bank
on
delivery of the Vessel, but not later than 3 banking days after the Vessel
is in
every respect physically ready for delivery in accordance with the terms
and
conditions of this Agreement and Notice of Readiness has been given in
accordance with Clause
5.
4. Inspections
not applicable
|
a)*
|
The
Buyers have inspected and accepted the Vessel's classification
records.
The Buyers have also inspected the Vessel at/in
on
|
This
document is a computer generated SALEFOKM 1993 form printed by authority
Of the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form
must
be clearly visible. In the event of any modification made to the pre printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as
a result
of discrepancies between the original approved document and this computer
generated document.
and
have accepted the Vessel following this inspection and the sale
is
outright
and definite, subject only to the terms and conditions of this
Agreement.
|
b)*
|
The
Buyers shall have the right to inspect the Vessel's classification
records
and declare whether
same are accepted
or not
within
|
The
Sellers shall provide for inspection of the Vessel at/in
The
Buyers shall undertake the inspection without undue delay to the Vessel.
Should
the Buyers cause undue delay they shall compensate the Sellers for the
losses
thereby incurred The Buyers shall inspect the Vessel without opening up
and
without cost to the Sellers. During the inspection, the Vessel's deck and
engine
log books shall be made available for examination by the Buyers. If the
Vessel
is accepted after such inspection, the sale shall become outright and definite,
subject only to the terms and conditions of this Agreement provided the
Sellers
receive written notice of acceptance from the Buyers within 72 hours after
completion of such inspection.
Should
notice of acceptance of the Vessel's classification records and of the
Vessel
not be received by the Sellers as aforesaid, the deposit together with
interest
earned shall be released immediately to the Buyers, whereafter this Agreement
shall be null and void.
|
*
|
4
a) and 4b) are alternatives; delete whichever is not applicable.
In the
absence of deletions, alternative 4a) to
apply.
|
|
5.
|
Notices,
time and place of delivery
|
Buyers
to give Sellers 30 (thirty) days notice if they wish to exercise their
purchase
options.
|
a)
|
The
Sellers shall keep the Buyers well informed of the Vessel's itinerary
and
shall provide the Buyers with,
and days notice of
the estimated time of arrival at the intended place of
drydocking/underwater inspection/delivery.
When the Vessel is at the place of delivery and in every respect
physically
ready for delivery in accordance with this Agreement, the Sellers
shall
give the Buyers a written Notice of Readiness for
delivery.
|
|
b)
|
The
Vessel shall be delivered and taken-over safely afloat at a safe
and
accessible berth or anchorage
at/in
|
in
the Sellers' option.
Expected
time of delivery:
Date
of cancelling (see Clauses
5 c),
6
b)
(iii)
and 14);
|
e)
|
If
the Sellers anticipate that, notwithstanding the exercise of
due diligence
by them, the Vessel will not be ready for delivery by the cancelling
date
they may notify the Buyers in writing stating the date when they
anticipate that the Vessel will be ready for delivery and propose
a new
cancelling date. Upon receipt of such notification the Buyers
shall have
the option of either cancelling this Agreement in accordance
with
Clause
14
within 7 running days of receipt of the notice or of accepting
the new
date as the new cancelling date. If the Buyers have not declared
their
option within 7 running days of receipt of the Sellers' notification
or if
the Buyers accept the new date, the date proposed in the Sellers'
notification shall be deemed to be the new cancelling date and
shall be
substituted for the cancelling date stipulated in line
61
|
If
this Agreement is maintained with the new cancelling date all other terms
and
conditions hereof including those contained in Clauses 5
a)
and 5
c)
shall remain unaltered and in full force and effect. Cancellation or failure
to
cancel shall be entirely without prejudice to any claim for damages the
Buyers
may have under Clause
14
for the Vessel not being ready by the original cancelling date.
|
d)
|
Should
the Vessel become an actual, constructive or compromised total
loss before
delivery the
deposit together with interest earned shall be released immediately
to the
Buyers whereafter this
Agreement shall be null and void.
|
6. Drydocking/Divers
Inspection not applicable
|
a)**
|
The
Sellers shall place the Vessel drydock at the port of delivery
for
inspection by the Classification Society of the Vessel's underwater
parts
below the deepest load line, the extent of the inspection being
in
accordance with the Classification Society's rules. If the rudder,
propeller, bottom or other underwater parts below the deepest
load line
are found broken, damaged or defective so as to affect the Vessel's
class,
such defects shall be made
|
This
document is a computer generated SALEFOKM 1993 form printed by authority
Of the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form
must
be clearly visible. In the event of any modification made to the pre printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as
a result
of discrepancies between the original approved document and this computer
generated document.
good
at the Sellers' expense to the satisfaction of the Classification Society
without condition/recommendation*.
b)** (i) The
Vessel is to be delivered without drydocking. However, the Buyers shall
have the
right at their expense to arrange for an underwater inspection by a diver
approved by the Classification Society prior to the delivery of the Vessel.
The
Sellers shall at their cost make the Vessel available for such inspection.
The
extent of the inspection and the conditions under which it is performed
shall be
to the satisfaction of the Classification Society. If the conditions at
the port
of delivery are unsuitable for such inspection, the Sellers shall make
the
Vessel available at a suitable alternative place near to the delivery
port.
(ii) If
the rudder, propeller, bottom or other underwater parts below the deepest
load
line are found broken, damaged or defective so as to affect the Vessel's
class;
then unless repairs can be carried out afloat to the satisfaction of the
Classification Society, the Sellers shall arrange for the Vessel to be
drydocked
at their expense for inspection by the Classification Society of the Vessel's
underwater parts below the deepest load line, the extent of the inspection
being
in accordance with the Classification Society's rules. If the rudder, propeller,
bottom or other underwater parts below the deepest load line are found
broken,
damaged, or defective so as to affect the Vessel's class, such defects
shall be
made good by the Sellers at their expense to the satisfaction of the
Classification Society without condition/recommendation*. In such event
the
Sellers are to pay also for the cost of the underwater inspection and the
Classification Society's attendance.
(iii) if
the Vessel is to be drydocked pursuant to
Clause 6: b) (ii)
and no suitable drydocking facilities are available at the port of delivery,
the
Sellers shall take the Vessel to a port where suitable drydocking facilities
are
available, whether within or outside the delivery range as per
Clause
5 b).
Once drydocking has taken place the Sellers shall deliver the Vessel at
a port
within the delivery range as per Clause
5 b)
which shall, for the purpose of this Clause, become the new port of delivery.
In
such event the cancelling date provided for in Clause
5 b))
shall be extended by the additional time required for the drydocking and
extra
steaming, but limited to a maximum of 14 running days.
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c)
|
If
the Vessel is drydocked pursuant to Clause 6 a) or 6 b)
above
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(i) the
Classification Society may require survey of the tailshaft system, the
extent of
the survey being to the satisfaction of the Classification surveyor. If
such
survey is not required by the Classification Society, the Buyers shall
have the
right to require the tailshaft to be drawn and surveyed by the Classification
Society, the extent of the survey being in accordance with the Classification
Society's rules for tailshaft survey and consistent with the current stage
of
the Vessel's survey cycle. The Buyers shall declare whether they require
the
tailshaft to be drawn and surveyed not later than by the completion of
the
inspection by the Classification Society. The drawing and refitting of
the
tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft
system be condemned or found defective so as to affect the Vessel's class
those
parts shall be renewed or made good at the Sellers' expense to the satisfaction
of the Classification Society without
condition/recommendation*.
(ii) the
expenses relating to the survey of the tailshaft system shall be borne
by the
Buyers unless the Classification Society requires such survey to be carried
out,
in which case the Sellers shall pay these expenses. The Sellers shall also
pay
the expenses if the Buyers require the survey and parts of the system are
condemned or found defective or broken so as to affect the Vessel's
class*.
(iii) the
expenses in connection with putting the Vessel in and taking her out of
drydock,
including the drydock dues and the Classification Society's fees shall
be paid
by the Sellers if the Classification Society issues any
condition/recommendation* as a result of the survey or if it requires survey
of
the tailshaft system. In all other cases the Buyers shall pay the aforesaid
expenses, dues and fees.
(iv) the
Buyers' representative shall have the right to be present in the drydock,
but
without interfering with the work or decisions of the Classification
surveyor.
(v) the
Buyers shall have the right to have the underwater parts of the Vessel
cleaned
and painted at their risk and expense without interfering with the Sellers'
or
the Classification surveyor's work, if any, and without affecting the Vessel's
timely delivery. If, however, the Buyers' work in drydock is still in progress
when the Sellers have completed the work which the Sellers are required
to do,
additional docking time needed to complete the Buyers’ work shall be for the
Buyers' risk and expense. In the event that the Buyers' work requires such
additional time, the Sellers may upon completion of the
This
document is a computer generated SALEFOKM 1993 form printed by authority
Of the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form
must
be clearly visible. In the event of any modification made to the pre printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as
a result
of discrepancies between the original approved document and this computer
generated document.
Sellers'
work tender Notice of Readiness for delivery whilst the Vessel is still
in
drydock and the Buyers shall be obliged to take delivery in accordance
with
Clause
3.
whether the Vessel is in drydock or not and irrespective of
Clause
5 b).
|
*
|
Notes,
if any, in the surveyor's report which are accepted by the Classification
Society without condition/recommendation are not to be taken
into
account.
|
|
**
|
6
a) and 6 b) are alternatives; delete whichever is not applicable.
In the
absence of deletions, alternative 6 a) to
apply.
|
7. Spares/bunkers,
etc.
The
Sellers shall deliver the Vessel to the Buyers with everything belonging
to her
on board and on shore. All
spare parts and spare equipment including sparetail/endshaft(s) and/or
spare
propeller(s)/propeller blade(s), if any, belonging to the Vessel at the
time of
inspection used or unused, whether on board or not shall become the Buyers'
property, but spares on order are to be excluded. Forwarding charges, if
any,
shall be for the Buyers' account. The Sellers are not required to replace
spare
parts including spare tail-end shaft(s) and spare propeller(s)/propeller
blade(s) which are taken out of spare and used as replacement prior to
delivery,
but the replaced items shall be the property of the Buyers. The radio
installation and navigational equipment shall be included in the sale without
extra payment if they are the property of the Sellers. Unused stores and
provisions shall be included in the sale and be taken over by the Buyers
without
extra payment.
The
Sellers have the right to take ashore crockery, plates, cutlery, linen
and other
articles bearing the Sellers' flag or name, provided they replace same
with
similar unmarked items. Library, forms, etc.; exclusively for use in the
Sellers’ vessel(s), shall be excluded without compensation. Captain's, Officers'
and Crew's personal belongings including the slop chest are to be excluded
from
the sale, as well as the following additional items (including items on
hire):
The
Buyers shall take over the remaining bunkers and unused lubricating oils
in
storage tanks and sealed drums and pay the current net market price (excluding
barging expenses) at the port and date of delivery of the
Vessel.
Payment
under this Clause shall be made at the same time and place and in the same
currency as the Purchase Price.
8. Documentation
The
place
of closing:
to be agreed
In
exchange for payment of the Purchase Price the Sellers shall furnish the
Buyers
with delivery documents, namely:
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a)
|
Legal
Xxxx of Sale in a form recordable in (the country in which the
Buyers are
to register the Vessel), warranting that the Vessel is free from
all
encumbrances, mortgages and maritime liens or any other debts
or claims
whatsoever, duly notarially attested and legalized by the consul
of such
country or other competent
authority.
|
|
b)
|
Current
Certificate of Ownership issued by the competent authorities
of the flag
state of the Vessel.
|
|
c)
|
Confirmation
of Class issued within 72 hours prior to
delivery.
|
|
d)
|
Current
Certificate issued by the competent authorities stating that
the Vessel is
free from registered encumbrances.
|
|
e)
|
Certificate
of Deletion of the Vessel from the Vessel's registry or other
official
evidence of deletion appropriate to the Vessel's registry at
the time of
delivery, or, in the event that the registry does not as a matter
of
practice issue such documentation immediately, a written undertaking
by
the Sellers to effect deletion from the Vessel's registry forthwith
and
furnish a Certificate or other official evidence of deletion
to the Buyers
promptly and latest within 4 (four) weeks after the Purchase
Price has
been paid and the Vessel has been
delivered.
|
|
f)
|
Any
such additional documents as may reasonably be required by the
competent
authorities for the purpose of registering the Vessel, provided
the Buyers
notify the Sellers of any such documents as soon as possible
after the
date of this Agreement.
|
At
the
time of delivery the Buyers and Sellers shall sign and deliver to each
other a
Protocol of Delivery and Acceptance confirming the date and time of delivery
of
the Vessel from the Sellers to the
This
document is a computer generated SALEFOKM 1993 form printed by authority
Of the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form
must
be clearly visible. In the event of any modification made to the pre printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as
a result
of discrepancies between the original approved document and this computer
generated document.
Buyers.
At
the time of delivery the Sellers shall hand to the Buyers the classification
certificate(s) as well as all plans etc., which are on board the Vessel.
Other
certificates which are on board the Vessel shall also be handed over to
the
Buyers unless the Sellers are required to retain same, in which case the
Buyers
to have the right to take copies. Other technical documentation which may
be in
the Sellers' possession shall be promptly forwarded to the Buyers at their
expense, if they so request. The Sellers may keep the Vessel's log books
but the
Buyers to have the right to take copies of same.
9. Encumbrances
The
Sellers warrant that the Vessel, at the time of delivery, is free from
all
charters, encumbrances, mortgages and maritime liens or any other debts
whatsoever. The Sellers hereby undertake to indemnify the Buyers against
all
consequences of claims made against the Vessel which have been incurred
prior to
the time of delivery. Exclusions
from this Clause are any claims against time charterers.
10. Taxes,
etc.
Any
taxes, fees and expenses in connection with the purchase and registration
under
the Buyers' flag shall be for the Buyers' account, whereas similar charges
in
connection with the closing of the Sellers' register shall be for the Sellers'
account,
11. Condition
on delivery
The
Vessel is
being taken over strictly "as is where lies", with
everything belonging to her shall be At the Sellers' risk and expense until
she
is delivered to the Buyers, but subject to the terms and conditions of
this
Agreement she shall be delivered and taken over as she was at the time
of
inspection, fair wear and tear excepted. However, the Vessel shall be delivered
with her class maintained without condition/recommendation*, free of average
damage affecting the Vessel's class, and with her classification certificates
and national certificates, as well as all other certificates the Vessel
had at
the time of inspection, valid and unextended without condition/recommendation*
by Class or the relevant authorities at the time of delivery. “Inspection" in
this Clause 11, shall mean the Buyers' inspection according to Clause
4
a)
or 4
b),
if applicable, or the Buyers' inspection prior to the signing of this Agreement.
If the Vessel is taken over without inspection, the date of this Agreement
shall
be the relevant date.
|
*
|
Notes,
if any, in the surveyor's report which are accepted by the Classification
Society without condition/recommendation are not to be taken
into
account.
|
12. Name/markings
not applicable
Upon
delivery the Buyers undertake to change the name of the Vessel and alter
funnel
markings.
13. Buyers'default
Should
the deposit not be paid in accordance with Clause
2,
the Sellers have the right to cancel this Agreement, and they shall be
entitled
to claim compensation for their losses and for all expenses incurred together
with interest.
Should
the Purchase Price not be paid in accordance with Clause
3,
the
Sellers have the right to cancel the Agreement, in
which case the deposit together with interest earned shall be released
to the
Sellers If the deposit does not cover their loss, the Sellers shall be
entitled
to claim further compensation for their losses and for all expenses incurred
together with interest.
14. Sellers'
default
Should
the Sellers fail to give Notice of Readiness in accordance with Clause
5
a)
or fail
to be ready to validly complete a legal transfer of the Vessel
by the date stipulated in line
61
the
Buyers shall have the option of cancelling this Agreement provided always
that
the Sellers shall be granted a maximum of 3 banking days after Notice of
Readiness has been given to make arrangements for the documentation set
out in
Clause
8.
If
after Notice of Readiness has been given but before the Buyers have taken
delivery, the Vessel ceases to be physically ready for delivery and is
not made
physically ready again in every respect by the date stipulated in
line
61
and new Notice of
This
document is a computer generated SALEFOKM 1993 form printed by authority
Of the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form
must
be clearly visible. In the event of any modification made to the pre printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as
a result
of discrepancies between the original approved document and this computer
generated document.
Readiness
given, the Buyers shall retain their option to cancel. In the event that
the
Buyers elect to cancel this Agreement the deposit together with interest
earned
shall be released to them immediately.
Should
the Sellers fail to give Notice of Readiness by
the date stipulated in line
61
or fail
to be ready to validly complete a legal transfer as aforesaid they shall
make
due compensation to the Buyers for their loss and for all expenses together
with
interest if their failure is due to proven negligence and whether or not
the
Buyers cancel this Agreement.
15. Buyers'
representatives not applicable
After
this Agreement has been signed by both parties and the deposit has been
lodged,
the Buyers have the right to place two representatives on board the Vessel
at
their sole risk and expense upon arrival at on or
about
These
representatives are on board for the purpose of familiarisation and in
the
capacity of observers only, and they shall not interfere-in any respect
with the
operation of the Vessel. The Buyers' representatives shall sign the Sellers'
letter of indemnity prior to their embarkation.
16. Arbitration
|
a)*
|
This
Agreement shall be governed by and, construed in accordance with
English
law and any dispute arising out of this Agreement shall be referred
to
arbitration in London in accordance with the Arbitration Acts1950
and 1979
or any statutory modification or re-enactment thereof for the
time being
in force, one arbitrator being appointed by each party. On the
receipt by
one party of the nomination in writing of the other party's arbitrator,
that party shall appoint their arbitrator within fourteen days,
failing
which the decision of the single arbitrator appointed shall apply.
If two
arbitrators properly appointed shall not agree they shall appoint
an
umpire whose decision shall be
final.
|
|
b)*
|
This
Agreement shall be governed by and construed in accordance with
Title 9 of
the United States Code and the Law of the State of New York and
should any
dispute arise out of this Agreement, the matter in dispute shall
be
referred to three persons at New York, one to be appointed by
each of the
parties hereto, and the third by the two so chosen; their decision
or that
of any two of them shall be final, and for purpose of enforcing
any award,
this Agreement may be made a rule of the
Court.
|
The
proceedings shall be conducted in accordance with the rules of the Society
of
Maritime Arbitrators, Inc. New York.
|
c)
|
Any
dispute arising out of this Agreement shall be referred to arbitration
at
subject to the procedures applicable
there.
|
The
laws of shall govern this Agreement.
16
a),
16b) and 16 c) are alternatives; delete whichever is not applicable. In
the
absence of deletions, alternative 16 a) to apply.
|
17.
|
This
Agreement becomes valid if Buyers have fulfilled all their obligations
under the attached Shelltime 4 CP. Note in particular clause
63 in the
CP.
|
| | |
CHAMPIONS
SHIPPING AS
|
| | | |
|
For
the Owners/ Sellers
| |
For
the Time Charterers/ Buyers
|
This
document is a computer generated SALEFOKM 1993 form printed by authority
Of the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form
must
be clearly visible. In the event of any modification made to the pre printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as
a result
of discrepancies between the original approved document and this computer
generated document.
