Contract
Exhibit 4.93
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Norwegian Shipbrokers' Association's
Memorandum of Agreement for sale and purchase of ships. Adopted by BIMCO 1956.
Code-name
SALEFORM 2012
Revised 1966, 1983 and 1986/87, 1993 and 2012
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MEMORANDUM OF AGREEMENT
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Dated: 14th February 2017
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Andromeda Maritime Limited, Trust Company Complex, Ajeltake Road, Ajeltake Island Majuro, Xxxxxxxx Islands MH96960 (Name of sellers), hereinafter called the "Sellers", have agreed to sell, and
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TORTUGA OWNERS INC. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH96960 fully guaranteed by Cardiff Marine Inc of Monrovia, Liberia
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(Name of buyers), hereinafter called the "Buyers"
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Name of vessel:
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ORTHIS
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IMO Number:
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9480837
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Classification Society:
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DNV GL
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Class Notation:
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IAI Tanker for oil BIS BWM(E(s,f) COAT-PSPC(B) CSP E0 ESP NAUT(OC) SPM TMON VCS(2)
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Year of Build:
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2011
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Builder/Yard:
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Daewoo Shipbuilding & Marine Engineering Co., Ltd. / Okpo, Korea
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Flag:
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Xxxxxxxx Islands
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Place of Registration:
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Majuro
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GT/NT:
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162203/112192
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hereinafter called the "Vessel", on the following terms and conditions:
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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 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and Athens, Basel, London and Valletta (add additional jurisdictions as appropriate).
"Buyers' Nominated Flag State" means Maltese (state flag state).
"Charterers" means Shell Tankers Singapore Pie Ltd of Singapore.
"Class Notation" means the class notation referred to above.
"Classification Society" means the Society referred to above.
"Deposit" shall have the meaning given in Clause 2 (Deposit).
"Deposit Holder" means Credit Suisse AG of St Xxxxx Xxxxxx 1-3, XX-0000, Xxxxx, Xxxxxxxxxxx (state name and location of Deposit Holder) or, if left blank, the Sellers' Bank, which shall hold and release the Deposit in accordance with this Agreement.
"In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.
"Parties" means the Sellers and the Buyers.
"Purchase Price" means the price for the Vessel as stated in Clause 1 (Purchase Price).
"Sellers' Account" means Sellers' Account (state details of bank account) at the Sellers' Bank.
"Sellers' Bank" means Credit Suisse AG of St Xxxxx Xxxxxx 1-3, XX-0000, Xxxxx, Xxxxxxxxxxx (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price.
"Time Charter" means the time charterparty of the Vessel between Andromeda Maritime Limited and the Charterers dated 24 April 2012, including any amendments or addenda thereto.
| 1. |
Purchase Price
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The Purchase Price is US$ 57,000,000.00 (United States Dollars Fifty Seven Million) (state currency and amount both in words and figures).
| 2. |
Deposit
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As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of 10% (ten per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the "Deposit") in an interest bearing joint account for the Parties with the Deposit Holder within three (3) Banking Days after the date that:
| (i) |
this Agreement has been signed by the Parties and exchanged
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| (ii) |
the Deposit Holder has confirmed in writing to the Parties that the account has been opened and able to receive funds.
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The Deposit shall be released in accordance with joint written instructions of the Parties. Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the account without delay.
| 3. |
Payment
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The Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be remitted to the Deposit Holder's account (or a suspense account at Sellers' Bank) one Banking Day before delivery and held in escrow or in suspense (as applicable) in the name of the Buyers or the Buyers' financiers. On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices):
| (i) |
the Deposit shall be released to the Sellers; and
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| (ii) |
the balance of the Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank charges to the Sellers' Account.
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| 4. |
Inspection
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(a) *The Buyers have inspected and accepted the Vessel's classification records. The Buyers have also inspected the Vessel at/in Dubai Anchorage (state place) on 5th February 2017 (state date) 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.
| 5. |
Time and place of delivery and notices
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(a) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage at/in safe port worldwide, always within International Navigating Limits, except the following areas to be specifically excluded for the delivery of the Vessel: Ice free ports and ports excluding war/war like zones and places which are blocked / embargoed by UN and/or EU and/or USA and/or any other international organization, all war risk countries or ports as defined by the Vessel's war risk underwriters and excluding West Coast Americas (state place/range) in the Sellers' option. The vessel shall be delivered to Buyers as soon as practicable following expiry or termination of the Time Charter, in any event, shall be delivered no later than the 15th June 2017. The Vessel shall not perform any further laden voyages following expiry or termination of her current Time Charter.
Notice of Readiness shall not be tendered before: 01 March 2017 (date)
Cancelling Date (see Clauses 5(c), 6 (a)(i), 6(a) (iii) and 14): 15 June 2017 in Buyers' option.
(b) The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with twenty (20), ten (10), five (5) and three (3) days' notice of the date the Sellers intend to tender Notice of Readiness and Three (3) and one(1) days definite notice of arrival at the delivery port and of the intended place of delivery.
When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.
(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 proposing 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 (Sellers' Default) within three (3) Banking 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 three (3) Banking 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 79.
If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.
(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers' Default) for the Vessel not being ready by the original Cancelling Date.
(e) Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void.
| 6. |
Divers Inspection / Drydocking
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(a)*
| (i) |
The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel's intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers' representative^) shall have the right to be present at the diver's inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society rules. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.
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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 (1) 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 (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society's attendance.
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Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.
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If the Vessel is to be drydocked pursuant to Clause 6(a) (ii) and no suitable dry-docking 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(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) days.
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(c) If the Vessel is drydocked pursuant to Clause 6(a)(ii) or 6 (b) above:
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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**.
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| (ii) |
The costs and 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 or if parts of the system are condemned or found defective or broken so as to affect the Vessel's class, in which case the Sellers shall pay these costs and expenses.
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| (iii) |
The Buyers' representative(s) shall have the right to be present in the dry dock, as observer(s) only without interfering but without interfering with the work or decisions of the Classification Society Surveyor.
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| (iv) |
The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Sellers' or the Classification Society 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, cost 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 dry dock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.
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| 7. |
Spares, bunkers and other items
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The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. Ail spare parts and spare equipment including spare tail-end shaft(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 excluded. Forwarding, collection, insurance, storage and other charges in relation to the items included in the sale of the Vessel, 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. Unused stores and provisions including the radio / navaids / navigation and communication equipment excluding items on hire as per attached and the loading computer/related software shall be included in the sale and be taken over by the Buyers without extra payment.
Library and forms exclusively for use in the Sellers' vessel(s) and captain's, officers' and crew's personal belongings including the slop chest are excluded from the sale without compensation, as well as the following categories of additional items more particularly described in Schedule 1
List of items on Hire or owned by third parties.: (include list)
Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation. See Schedule 1.: (include list)
The Buyers shall take over remaining unused bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay the price actually paid by the Charterer (excluding barging expenses) on a 'first-in" "first-out" basis" as evidenced by invoices and receipts. Quantities of bunkers and lubricating oils remaining on board are to be measured jointly and agreed by Buyers' and Sellers' representatives onboard one (1) day prior to the anticipated delivery date either:
for the quantities taken over.
Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.
| 8. |
Documentation
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The place of closing: London.
(a) In exchange for payment of the Purchase Price the Sellers shall provide the Buyers with the following delivery documents:
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Legal Xxxx(s) of Sale in a form recordable in the Buyers' Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers Nominated Flag State;
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| (ii) |
Evidence that all necessary corporate, shareholder and other action in the form of original resolutions of the directors/shareholders has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement;
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| (iii) |
Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate);
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| (iv) |
Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers' ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel;
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| (v) |
Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation;
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| (vi) |
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 provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered;
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| (vii) |
A copy of the Vessel's Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel's registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel's registry;
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| (viii) |
Commercial Invoice for the Vessel;
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| (ix) |
Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;
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| (x) |
A copy of the Sellers' letter to their satellite communication provider cancelling the Vessel's communications contract which is to be sent immediately after delivery of the Vessel;
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| (xi) |
Any additional documents as may reasonably be required by the competent authorities of the Buyers' Nominated Flag State 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; and
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| (xii) |
The Sellers' letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation.
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| (xiii) |
A Certificate of Goodstanding to be issued by Xxxxxxxx Islands authorities. This document to be dated no more than four (4) banking days prior to tender of N.O.R.
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| (xiv) |
Secretarial Certificate issued by the Sellers' Secretary disclosing Directors / Officers and Shareholders of the Sellers notarially attested and legalized by Apostille.
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| (xv) |
Certified copy of Articles of Incorporation of the Sellers.
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(b) At the time of delivery the Buyers shall provide the Sellers with:
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Evidence that all necessary corporate, shareholder and other action in the form of original resolutions of the directors has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and
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Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).
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| (iii) |
Certificate of Good standing of the Buyers issued by the competent authorities of the Buyers' place of incorporation and dated no more than then (10) days prior to the delivery date;
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(c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.
(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than (state number of days), or if left blank, nine (9) days prior to the Vessel's intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.
(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), 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 have the right to take copies.
(f) Other technical documentation which may be in the Sellers' possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers have the right to take copies of same.
(g) The Parties 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.
| 9. |
Encumbrances
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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, and is not subject to Port State or other administrative detentions. 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.
| 10. |
Taxes, fees and expenses
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Any taxes, fees and expenses in connection with the purchase and registration in the Buyers' Nominated Flag State 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
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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 free of cargo and free of stowaways 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 conditionl recommendation* by the Classification Society or the relevant authorities for three (3) months after at the time Vessel's of delivery date.
"inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.
*Notes and memoranda, 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
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Upon delivery the Buyers undertake to change the name of the Vessel and after funnel Markings.
| 13. |
Buyers' default
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Should the Deposit not be lodged in accordance with Clause 2 (Deposit), 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 (Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, 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
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Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. 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 by the Cancelling Date 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, if any, shall be released to them immediately.
Should the Sellers fail to give Notice of Readiness by the Cancelling Date 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
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After this agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense at a time to be mutually agreed upon by the Sellers and the Buyers, but for a minimum period of (30) thirty days, including at least one loading and one discharge operation.
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 and the Buyers' representatives shall sign the Sellers' P&I Club's standard letter of indemnity prior to their embarkation.
Also Buyers have the right to place onboard two (2) additional representatives upon Vessel's arrival in the designated port for deliver.). Sellers undertake to accommodate on board the additional representatives .
| 16. |
Law and Arbitration
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(a) This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.
The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.
In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
| 17. |
Notices
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All notices to be provided under this Agreement shall be in writing.
Contact details for recipients of notices are as follows:
For the Buyers:
SHIPINVEST Inc.
000 Xxxxxxxxx Xxxxxx & Xxxx Xxxxxx,
XX 000 00,
Xxxxxxxxxxx, Xxxxxx
Tel: x00 0000000000
Fax: x00 0000000000
Email :xxx@xxxxxxxxxx.xx
Attn: Xx. Xxxxxx Kaklamarnos
For the Sellers:
Andromeda Maritime Limited
C/-Vistra Trust Company (Jersey) Limited
0xx Xxxxx
Xx. Paul's Gate
00-00 Xxx Xxxxxx
Xx. Xxxxxx, Xxxxxx, XX0 0XX
Fax: +441534 504701
Email: Xxxx.XxXxxxxxxx@xxxxxx.xxx
Copy: xxxx@xxxxxxxxx.xxx
Attention: Xxxx Xx Xxxxxxxx/Xxxxx Xxxxx
| 18. |
Entire Agreement
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The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.
Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.
Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.
| 19. |
Confidentiality
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This Agreement and any related negotiations and discussions are to be kept strictly private and confidential between the Buyers and the Sellers and shall not be released or disclosed to any third party save for the Buyers' and the Sellers' respective brokers, legal advisors, financiers or bankers, or such other third parties as necessary to carry out the obligations of the Agreement or where required by law or regulations.
| 20. |
Sanctions
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The Parties warrant to each other that they have an active sanctions policy in place and that none of the parties connected to the purchase of the Vessel are Specially Designated Nationals under United Nations and/or United States of America and/or European Union sanctions.
| 21. |
Business Principles
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In the performance of this Agreement and in respect of any business contemplated hereunder, each Party agrees to procure, insofar as it is able, that the business shall be conducted in compliance with all applicable laws and regulations including, without limitation, all applicable anti-bribery laws (which shall be deemed to include the U.S. Foreign Corrupt Practices Act of 1977 and the Xxxxxx Xxxxxxx Xxxxxxx Xxx 0000, each as amended from time to time).
| 22. |
Third Party Rights
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No third party may enforce any terms of this Agreement.
23. Subjects
This Agreement is subject to and conditional upon approval being given by the relevant senior management / board of directors of the Sellers within two (2) Banking Days after the date that this Agreement is signed by both Parties, failing which this Agreement shall automatically become null and void without any liability for either Party towards the other Party.
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For and on behalf of the Sellers
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For and of behalf of the
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/s/ Xxxx Xx Xxxxxxxx
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/s/ Xxxxx Xxxxxx
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Name:
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Xxxx Xx Xxxxxxxx
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Name:
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Xxxxx Xxxxxx
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Title:
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Director
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Title:
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Attorney-in-Fact
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For and on Behalf of
Xxxxxxx Corporate Services Limited
Corporate Director
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This Charter Party is a computer generated copy of the "SALEFORM 2012" form printed by authority of Norwegian Shipbrokers' Association using software which is the copyright of SDSD. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the preprinted text of this document which is not dearly visible, the text of the original approved document shall apply. Norwegian Shipbrokers' Association and SDSD assume no responsibility for any loss or damage caused as a result of discrepancies between the original approved document and this document.
