MEMORANDUM OF AGREEMENT
EXHIBIT
10.6
|
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:
24 February 2006
Xxxx
Limited of Douglas, Isle of Man hereinafter called the Sellers, have agreed
to
sell, and Blackfriars Bridge Ltd, hereinafter called the Buyers, have agreed
to
buy
Name:
M/V
“XXXXXXXX XXXXXXX” to be renamed M/V “Blackfriars Bridge”
Classification
Society/Class: GL + 100 A5E L.G.T. Liquefied Gas tanker Type 2G +MCE AUT
INERT4
|
Built:
1981
|
By:
Xxxxx Werft, Papenburg
|
|
Flag:
Isle of Man
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Place
of Registration: Xxxxxxx
|
|
Call
Sign: VSPU5
|
Grt/Nrt:
4884/1465
|
|
IMO
Number: 80022664
|
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.
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1.
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Purchase
Price
|
USD
5,500,000.00 (five million five hundred thousand) including 1% broker commission
to Xxxx Xxxxxxxxxx paid by the sellers.
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2.
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Deposit
|
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 three (3) London
banking days from the date of this Agreement has been signed by fax by both
parties. This deposit shall be placed with Deutsche Bank 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. Buyers to provide any documentation
required by Sellers’ Bank in order to open and maintain the joint
account.
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3.
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Payment
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The
said
Purchase Price shall be paid in full free of bank charges to Seller’s nominated
bank account with Deutsche 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.
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4.
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Inspections
|
|
a)*
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The
Buyers have inspected and accepted the Vessel's classification records.
The Buyers have also inspected the Vessel at/in JORF LASFAR 19th
/
20th
January 2006 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. Attached to this agreement is a list
of
comments to the physical inspection as
agreed.
|
|
*
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4a)
and 4b) are alternatives; delete whichever is not applicable. In
the
absence of deletions, alternative 4a) to
apply.
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|
5.
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Notices,
time and place of delivery
|
|
a)
|
The
Sellers shall keep the Buyers well informed of the Vessel's itinerary
and
shall provide the Buyers with 20, 15, 10, 7, 3 and 1 days notice
of the
estimated time of arrival at the intended place of 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.
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b)
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The
Vessel shall be delivered and taken over safely afloat at a safe
and
accessible berth or anchorage at/in within vessel’s trading area, port to
be mutually agreed subject to Buyers’ reasonable acceptance. Vessel shall
be delivered under inert gas or vapors of last cargo in the Sellers'
option.
|
Expected
time of delivery: 15th
February
2006 / 31st
March
2006
Date
of
cancelling (see Clauses 5 c), 6 b) (iii) and 14): 31st
march
2006
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c)
|
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.
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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.
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6.
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Drydocking/Divers
Inspection
|
|
b)**
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(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.
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(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.
However,
if any damage is found to the underwater parts which affects the Vessel’s class,
but the class surveyor approves the Vessel to trade until the next class
scheduled drydocking with the recommendation(s) relating to such damage, then
the Sellers shall be liable for costs directly related to such damage including
the cost of procuring necessary spare part and forwarding charges, if any,
based
on the average of two quotations obtained from first class repairers , one
each
by the Buyers and Sellers, and the Buyers shall accept delivery of the Vessel
as
is with such recommendation(s). The average of the two quotations shall be
deducted from the balance of the Purchase Price at the time of delivery. The
class surveyor shall be the sole arbitrator as to whether the underwater
damages, if any, will impose any recommendation(s).
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c)
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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. 137
(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,
the 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 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).
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*
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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.
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|
**
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6
a) and 6 b) are alternatives; delete whichever is not applicable.
In the
absence of deletions, alternative 6 a) to
apply.
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7.
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Spares/bunkers,
etc.
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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 her spare
propeller, 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 (her
spare propeller) 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 be taken over by the Buyers supported by
vouchers.
Prior
to
delivery sellers to prepare a list of major spares and stores on board and
ashore.
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):
Gas bottles, walport video entertainment library, GSM phone (sim card), iridium
phone, Charterers software, DNA testing equipment, STCW 95 hours of rest
software, Q/A manuals, Q/A documentation, Q/A certificates, correspondence
with
Unigas, logbooks and report files.
Buyers
agree to take over the licenses and pay any license fees after the
sale.
The
Buyers shall take over the remaining unused lubricating oils in storage tanks
and sealed drums and pay Seller’s net contract prices supported by vouchers.
Bunkers on board at time of delivery are the property of
Charterers.
Payment
under this Clause shall be made at the same time and place and in the same
currency as the Purchase Price.
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8.
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Documentation
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The
place
of closing: London
In
exchange for payment of the Purchase Price the Sellers shall furnish the Buyers
with delivery documents, namely:
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a)
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Legal
Xxxx of Sale in a form recordable in Isle of Man (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.
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b)
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Current
Certificate of Ownership issued by the competent authorities of the
flag
state of the Vessel.
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c)
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Confirmation
of Class issued within 72 hours prior to
delivery.
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d)
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Current
Certificate issued by the competent authorities stating that the
Vessel is
free from registered encumbrances.
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e)
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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.
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f)
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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.
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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 Buyers.
At
the
time of delivery the Sellers shall hand to the Buyers the classification
certificate(s) as well as all Plans, manuals, etc., as far as available 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 / records but the Buyers to have the right to take
copies of same.
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9.
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Encumbrances
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The
Sellers warrant that the Vessel, at the time of delivery, is free from all
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.
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10.
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Taxes,
etc.
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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.
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11.
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Condition
on delivery
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The
Vessel 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.
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12.
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Name
|
Upon
delivery the Buyers undertake to change the name of the Vessel.
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13.
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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.
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14.
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Sellers'
default
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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 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 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.
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15.
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Buyers'
representatives
|
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. 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. Buyers to pay USD 10 per day per person for meals plus actual
expenses for communication incurred or slop chest used. Said amount is to be
paid at time of delivery together with the purchase price.
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16.
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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 Acts 1950
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. For disputes of
less than
$50,000 (fifty thousand) the LMAA Small Claims procedure shall
apply.
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|
*
|
16
a), 16 b) and 16 c) are alternatives; delete whichever is not applicable.
In the absence of deletions, alternative 16 a) to
apply.
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17.
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Charter
|
Upon
delivery to Buyers the Vessel shall be delivered into a time charter with a
Xxxxxxx Group company to be nominated for 12 months + 30 days, exact period
in
Charterers’ option at a rate of USD 300,000 per calendar month/pro
rata.
Charterers
(Xxxxxxx Group) to have the option to extend the charter at same terms and
conditions for a period of maximum 4 months after expiry of the initial 12
month
charter period, the Charterers always giving the Owners minimum 3 months notice
of redelivery.
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18.
|
The
Sellers confirm that to the best of their knowledge the Vessel is not
Blacklisted by the Arab Boycott League or any other organization.
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19.
|
Touch
bottom
|
The
Sellers confirm that to the best of their knowledge the Vessel has not touched
bottom since last drydock.
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20.
|
Originals
|
The
memorandum of Agreement has been made out in two originals, one for the sellers
and one for the Buyers.
Signed
by:
|
The
Sellers
|
The
Buyers
|
|
Xxxx
Limited
|
Blackfriars
Bridge Ltd
|
|
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:
24 February 2006
Monet
Trading Limited hereinafter called the Sellers, have agreed to sell, and London
Bridge Ltd, hereinafter called the Buyers, have agreed to buy
Name:
M/V
“XXXXXXX XXXXXXX” to be renamed M/V “London Bridge”
Classification
Society/Class: Germanischer Xxxxx
|
Built:
1980
|
By:
Xxxxx Werft, Papenburg
|
|
Flag:
Isle of Man
|
Place
of Registration: Xxxxxxx
|
|
Call
Sign: VSPU6
|
Grt/Nrt:
4884/1465
|
|
IMO
Number: 7928641
|
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
5,500,000.00 (five million five hundred thousand) including 1% broker commission
to Xxxx Xxxxxxxxxx paid by the sellers.
|
2.
|
Deposit
|
As
security for the correct fulfillment of this Agreement the Buyers shall pay
a
deposit of 10 % (ten per cent) of the Purchase Price within three (3) London
banking days from the date of this Agreement has been signed by fax by both
parties. This deposit shall be placed with Deutsche Bank 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. Buyers to provide any documentation
required by Sellers’ Bank in order to open and maintain the joint
account.
|
3.
|
Payment
|
The
said
Purchase Price shall be paid in full free of bank charges to Seller’s nominated
bank account with Deutsche 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
|
|
a)*
|
The
Buyers have inspected and accepted the Vessel's classification records.
The Buyers have also inspected the Vessel at/in NADOR on 15th
/
16th
January 2006 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. Attached to this agreement is a list
of
comments to the physical inspection as
agreed.
|
|
*
|
4a)
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
|
|
a)
|
The
Sellers shall keep the Buyers well informed of the Vessel's itinerary
and
shall provide the Buyers with 20, 15, 10, 7, 3 and 1 days notice
of the
estimated time of arrival at the intended place of 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 within vessel’s trading area, port to
be mutually agreed subject to Buyers’ reasonable acceptance. Vessel shall
be delivered under inert gas or vapors of last cargo in the Sellers'
option.
|
Expected
time of delivery: 15th
February
2006 / 31st
March
2006 60
Date
of
cancelling (see Clauses 5 c), 6 b) (iii) and 14): 31st
march
200661
|
c)
|
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.
|
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
|
|
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.
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(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.
However,
if any damage is found to the underwater parts which affects the Vessel’s class,
but the class surveyor approves the Vessel to trade until the next class
scheduled drydocking with the recommendation(s) relating to such damage, then
the Sellers shall be liable for costs directly related to such damage including
the cost of procuring necessary spare part and forwarding charges, if any,
based
on the average of two quotations obtained from first class repairers , one
each
by the Buyers and Sellers, and the Buyers shall accept delivery of the Vessel
as
is with such recommendation(s). The average of the two quotations shall be
deducted from the balance of the Purchase Price at the time of delivery. The
class surveyor shall be the sole arbitrator as to whether the underwater
damages, if any, will impose any recommendation(s).
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c)
|
If
the Vessel is drydocked pursuant to Clause 6 a) or 6 b)
above
|
(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,
the 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 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).
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*
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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.
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|
**
|
6
a) and 6 b) are alternatives; delete whichever is not applicable.
In the
absence of deletions, alternative 6 a) to
apply.
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|
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 her spare
propeller, 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 (her
spare propeller) 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 be taken over by the Buyers supported by
vouchers.
Prior
to
delivery sellers to prepare a list of major spares and stores on board and
ashore.
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):
Gas bottles, walport video entertainment library, GSM phone (sim card), iridium
phone, Charterers software, DNA testing equipment, STCW 95 hours of rest
software, Q/A manuals, Q/A documentation, Q/A certificates, correspondence
with
Unigas, logbooks and report files.
Buyers
agree to take over the licenses and pay any license fees after the
sale.
The
Buyers shall take over the remaining unused lubricating oils in storage tanks
and sealed drums and pay Seller’s net contract prices supported by vouchers.
Bunkers on board at time of delivery are the property of
Charterers.
Payment
under this Clause shall be made at the same time and place and in the same
currency as the Purchase Price.
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8.
|
Documentation
|
The
place
of closing: London
In
exchange for payment of the Purchase Price the Sellers shall furnish the Buyers
with delivery documents, namely:
|
a)
|
Legal
Xxxx of Sale in a form recordable in Isle of Man (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 Buyers.
At
the
time of delivery the Sellers shall hand to the Buyers the classification
certificate(s) as well as all Plans, manuals, etc., as far as available 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 / records but the Buyers to have the right to take
copies of same. 206
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9.
|
Encumbrances
|
The
Sellers warrant that the Vessel, at the time of delivery, is free from all
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.
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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.
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11.
|
Condition
on delivery
|
The
Vessel 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.
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12.
|
Name
|
Upon
delivery the Buyers undertake to change the name of the Vessel.
|
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.
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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 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 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.
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15.
|
Buyers'
representatives
|
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. 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. Buyers to pay USD 10 per day per person for meals plus actual
expenses for communication incurred or slop chest used. Said amount is to be
paid at time of delivery together with the purchase price.
|
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 Acts 1950
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.
|
For
disputes of less than $50,000 (fifty thousand) the LMAA Small Claims procedure
shall apply.
|
*
|
16
a), 16 b) and 16 c) are alternatives; delete whichever is not applicable.
In the absence of deletions, alternative 16 a) to apply.
|
|
17.
|
Charter
|
Upon
delivery to Buyers the Vessel shall be delivered into a time charter with a
Xxxxxxx Group company to be nominated for 12 months + 30 days, exact period
in
Charterers’ option at a rate of USD 300,000 per calendar month/pro
rata.
Charterers
(Xxxxxxx Group) to have the option to extend the charter at same terms and
conditions for a period of maximum 4 months after expiry of the initial 12
month
charter period, the Charterers always giving the Owners minimum 3 months notice
of redelivery.
|
18.
|
The
Sellers confirm that to the best of their knowledge the Vessel is not
Blacklisted by the Arab Boycott League or any other organization.
|
19.
|
Touch
bottom
|
The
Sellers confirm that to the best of their knowledge the Vessel has not touched
bottom since last drydock.
|
20.
|
Originals
|
The
memorandum of Agreement has been made out in two originals, one for the sellers
and one for the Buyers.
Signed
by:
|
The
Sellers
|
The
Buyers
|
|
Monet
Trading Limited
|
London
Bridge Ltd
|
