Contract
Exhibit 4.64
Dated: 27th September 2016
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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.
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Samsara Shipping Company Limited 0/0 Xxxxxxxxx Xxxxxx, Xxxxxxxx XXX0000, Xxxxx hereinafter called
the Sellers, have agreed to sell, and |
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Ningbo Zhun Xing Shipping Ltd (PLEASE ADVISE FULL STYLE) or their guaranteed Nominee
hereinafter called the Buyers, have agreed to buy
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Name: M/V OCEAN CRYSTAL
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Classification Society/Class: NK
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Built: 1999
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By: Sumitomo Heavy Industries, Ltd. Yokosuka Shipyard
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Flag: Malta
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Place of Registration: Valletta, Malta
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Call sign: 9HZT7
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Grt/Nrt: 38,372/ 24,622
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Import agent: China National Machinery Import & Export Corp.
No.1(w), Fuwai Avenue, Xicheng District, Beijing, P.R.China
T: 00861068991291 , F: 00861068314137
Contract No: 16MT01GTB6IXD0094
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hereinafter called the Vessel, on the following terms and conditions: ______________
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Definitions
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"Banking days" are days on which banks are open both in the country of the currency
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stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8 as well as
XXX, Xxxxx, Xxxxx, Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx and Greece.
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"In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa,
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a registered letter, telex, telefax or other modern form of written communication
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"Classification Society" or "Class" means the Society referred to in line 4.
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1.
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Purchase Price:
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$ 3,720,00.00
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2.
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Deposit
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As security for the correct fulfilment of this Agreement the
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(
Agreement, the Escrow Account is open, subjects have been lifted and import license granted by
MSA whichever the later. This deposit shall be placed with Messrs. HFW (Xxxxxx Xxxxxxx Xxxxxx) Singapore
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and held by them
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with the joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the
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Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the Buyers.
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Escrow Agent account details are as follows: PLEASE ADVISE
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3.
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Payment
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The
bunker/luboils etc shall be paid by T/T by import agent in full free of bank charges to Sellers'
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nominated bank
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on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect
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physically ready for delivery in accordance with the terms and conditions of this Agreement and
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Notice of Readiness has been given in accordance with Clause 5.
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4.
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Inspections
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a)*
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The Buyers will appoint CCS to inspect the Vessel at Batam after the Vessel has been
reactivated. This inspection shall not be a subject to this deal. |
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5.
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Notices, time and place of delivery
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a)
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The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall
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provide the Buyers with 30/20/15/10/7 as applicable, approximate notice of the expected time
and delivery, and 3/2/1 definite days notice.
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Buyers shall take delivery of the Vessel within 3 (three) business days
(Saturdays/Sundays/ holidays in England and China excluded) after the Sellers have
tendered to the Buyers a Notice of Readiness for Delivery, the date of tendering such
notice being exclusive. The Notice of Readiness for Delivery shall be submitted by the
Sellers to the Buyers (any business day, day and night) once the Vessel is ready for
delivery. The Sellers shall not tender Notice of Readiness prior to completion of the
underwater inspection unless Buyers have waived same.
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b)
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The Vessel shall be delivered
berth buoy/port
anchorage and/or in Dry-Dock at/in Qinghuangdao, China
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Expected time of delivery between 15th October 2016 and 15th November 2016 in Sellers'
option, but not earlier than 20 (twenty) days after completion of the CCS inspection.
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Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 15th November 2016 in Buyers' option.
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c)
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If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the
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Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in
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writing stating the date when they anticipate that the Vessel will be ready for delivery and
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propose a new cancelling date. Upon receipt of such notification the Buyers shall have the
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option of either cancelling this Agreement in accordance with Clause 14 within
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days of receipt of the notice or of accepting the new date as the new cancelling date. If the
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Buyers have not declared their option within
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notification or if the Buyers accept the new date, the date proposed in the Sellers' notification
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shall be deemed to be the new cancelling date and shall be substituted for the cancelling
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date stipulated in line 61.
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If this Agreement is maintained with the new cancelling date all other terms and conditions
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hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full
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force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any
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claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by
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the original cancelling date.
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d)
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Should the Vessel become an actual, constructive or compromised total loss before delivery
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the deposit together with interest earned shall be released immediately to the Buyers
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whereafter this Agreement shall be null and void.
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6.
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Drydocking/Divers Inspection
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a)**
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b)**
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However, the Buyers shall
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have the right at their risk and expense to arrange for an
underwater parts of the Vesselby
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by the Vessel's Classification Society
in the presence of class surveyor with Buyers' right to attend without interference at the
video monitor or in any way with class surveyors work. Sellers will give at least 3 (three)
days' notice to Buyers of the place/time they intend to make the vessel available for such
inspection. Buyers' failure to appoint divers approved by class or attend underwater
inspection as per Sellers' notification will be deemed a waiver of their right to inspect the
Vessel's underwater parts. The Class surveyor to be appointed by the Sellers and all
expenses to be for the Buyers' account. if the conditions at the place where the Vessel is
made available for such inspection are unsuitable for such inspection, the Sellers shall at
their risk and expense make the Vessel available at a suitable alternative place. Thereafter
the Vessel shall be delivered at such alternative suitable place/port.
Should any damage affecting class be found by class surveyor in under-water parts and
class approves postponernent of repair of such damage, then the Sellers have the option
to repair same to class's satisfaction or compensate Buyers in cash which shall be
deducted from the purchase price at the time of closing. The cash compensation shall be
based upon the average of 2 (two) reputable Chinese shipyards' quotation, one obtained
by each party. It is understood by both parties that the amount of the monetary settlement
is confined to direct repair cost only and does not include indirect cost such as dry-
docking fee, general expenses, deviation cost, off hire and other costs whatsoever and
that such amount of the monetary settlement is deducted from the Purchase Price (for
labour and material costs only) at the time of delivery.
Should any damage affecting class be found by class surveyor in under-water parts and
class requires immediate repairs of such damage in a dry-dock and Sellers arrange that
the Vessel is dry-docked, the Buyers have the right to clean and paint the underwater
parts below the summer loadline at the Buyers' time, risk and account without interfering
with the Sellers' or vessel's class work and without affecting the smooth and timely
delivery of the Vessel. But in any case, the Tailshaft shall not be drawn unless requested
by the Class Surveyor and in case Vessel has to be drydocked.
If, however, the Buyers' work in dry-dock is still in progress when the Sellers have
completed their work, the Sellers have the right to tender the Notice of Readiness for
Delivery whilst the Vessel is still in dry-dock and the Buyers are obliged to take delivery of
the Vessel immediately after such Notice of Readiness tendered, whether the Vessel is in
dry-dock or not. Any extra time and cost for the additional dry-docking incurred by reason
of such Buyers' work shall be at the Buyers' risk and account.
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