Contract
Exhibit
10.1
|
Dated:
21
December 2006
|
Norwegian
Shipbrokers 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.
|
|
Xxxxxx
Vessel Limited Partnership, California, USA, (The General Partner
of which
is the Xxxxxx
|
1
|
|||
|
Vessel
Inc., California.)
hereinafter called the Sellers, have agreed to sell, and Champion
Shipping,
|
||||
|
Bergen,
Norway or Nominee with Messrs. Champion Shipping always to guarantee
their
nominated
|
||||
|
company's
performance.
|
||||
|
hereinafter
called the Buyers, have agreed to buy
|
2
|
|||
|
Name:
Mt
Lion
|
3
|
|||
|
Classification
Society/Class: DNV
|
4
|
|||
|
Built:
May
1985
|
By: Boelwerf
Temse, Belgium
|
5
|
||
|
Flag:
Liberia
|
Place
of Registration: Monrovia
|
6
|
||
|
Call
Sign:
|
Grt/Nrt:
|
7
|
||
|
Register
Number: IMO
NR: 8308650
|
8
|
|||
|
hereinafter
called the Vessel, on the following terms and conditions:
|
9
|
|||
|
Definitions
|
10
|
|||
|
"Banking
days" are days on which banks are open both in the country of the
currency
|
11
|
|||
|
stipulated
for the Purchase Price in Clause
1 and
in the place of closing stipulated in Clause
8.
|
12
|
|||
|
"In
writing" or "written" means a letter handed over from the Sellers
to the
Buyers or vice versa,
|
13
|
|||
|
a
registered letter, telex, telefax or other modern form of written
communication.
|
14
|
|||
|
"Classification
Society" or "Class" means the Society referred to in line
4.
|
15
|
|||
|
1.
|
Purchase
Price USD 10.354.000 Mio (US dollars ten million and three hundred
and
fifty four
|
16
|
||
|
thousand).
|
||||
|
2.
|
Deposit
|
17
|
||
|
As
security for the correct fulfilment of this Agreement the Buyers
shall pay
a deposit of 10 %
|
18
|
|||
|
(ten
per cent) of the Purchase Price within 3
(Three) London
banking
days from the date of both
|
19
|
|||
|
parties
signing this
|
||||
|
Agreement
on
fax or E-Mail .
This deposit shall be placed
|
00
|
|||
|
Xxxxx
& Xxxxxxx, Xxx Xxxx, and held by them in their attorney invested
trust
account pursuant to
|
||||
|
an
escrow agreement among Xxxxx & Xxxxxxx, the Sellers and the Buyers,
which shall provide for
|
||||
|
release,
|
||||
|
|
21
|
|||
|
with
joint written instructions of the Sellers and the Buyers. Interest,
if
any, to be credited to the
|
22
|
|||
|
Buyers.
Any fee charged for holding the said deposit shall be borne equally
by the
Sellers and the
|
23
|
|||
|
Buyers.
|
24
|
|||
|
3.
|
Payment
|
25
|
||
|
The
said Purchase Price shall be paid in full free of bank charges
to
The
Sellers' nominated Bank
|
26
|
|||
|
on
delivery of the Vessel, but not later than 3 banking days after
the Vessel
is in every respect
|
27
|
|||
|
physically
ready for delivery in accordance with the terms and conditions
of this
Agreement and
|
28
|
|||
|
Notice
of Readiness has been given in accordance with Clause
5.
|
29
|
|||
|
4.
|
Inspections
|
30
|
||
|
a)*
|
The
Buyers have inspected and accepted the Vessel's classification
records.
The Buyers
|
31
|
||
|
have
also Physically
inspected
the Vessel at/in New
Orleans, USA
on
16-17th
December 2006
|
32
|
|||
|
and
have accepted the Vessel following this inspection and the sale
is
outright and definite,
|
33
|
|||
|
subject
only to the terms and conditions of this Agreement
|
34
|
|||
|
good
working condition in accordance to the Vessel s technical specification.
(See clauses
|
||||
|
11
and 19).
|
||||
|
|
|
35
|
||
|
|
36
|
|||
|
|
37
|
|||
|
|
38
|
|||
|
|
39
|
|||
|
|
40
|
|||
|
|
41
|
|||
|
|
42
|
|||
|
|
43
|
|||
|
|
44
|
|||
|
|
45
|
|||
|
|
46
|
|||
|
|
47
|
|||
|
|
48
|
|||
|
|
|
49
|
||
|
|
50
|
|||
|
5.
|
Notices,
time and place of delivery
|
51
|
||
|
a)
|
The
Sellers shall keep the Buyers well informed of the Vessel's itinerary
and
shall
|
52
|
||
|
provide
the Buyers with 15,
7,
|
53
|
|||
|
intended
place of
|
54
|
|||
|
of
delivery and in every respect physically ready for delivery in
accordance
with this
|
55
|
|||
|
Agreement,
the Sellers shall give the Buyers a written Notice of Readiness
for
delivery.
|
56
|
|||
|
b)
|
The
Vessel shall be delivered and taken over safely afloat free
of charter at
a safe and
|
57
|
||
|
accessible
berth or
|
||||
|
anchorage
|
58
|
|||
|
berth
or anchorage in a safe port in China Range intention Tianjan or
Singapore
during 15
|
||||
|
February
- 10 March 2007
|
||||
|
in
the Sellers' option.
|
59
|
|||
|
Expected
time of delivery: 15
Feb - 10 March 2007
|
60
|
|||
|
Date
of cancelling (see Clauses
5 c),
6
b) (iii)and
14):
10
March 2007
|
61
|
|||
|
c)
|
If
the Sellers anticipate that, notwithstanding the exercise of due
diligence
by them, the
|
62
|
||
|
Vessel
will not be ready for delivery by the cancelling date they may
notify the
Buyers in
|
63
|
|||
|
writing
stating the date when they anticipate that the Vessel will be ready
for
delivery and
|
64
|
|||
|
propose
a new cancelling date. Upon receipt of such notification the Buyers
shall
have the
|
65
|
|||
|
option
of either cancelling this Agreement in accordance with Clause
14 within
7 running
|
66
|
|||
|
days
of receipt of the notice or of accepting the new date as the new
cancelling date. If the
|
67
|
|||
|
Buyers
have not declared their option within 7 running days of receipt
of the
Sellers'
|
68
|
|||
|
notification
or if the Buyers accept the new date, the date proposed in the
Sellers'
notification
|
69
|
|||
|
shall
be deemed to be the new cancelling date and shall be substituted
for the
cancelling
|
70
|
|||
|
date
stipulated in line
61.
|
71
|
|||
|
If
this Agreement is maintained with the new cancelling date all other
terms
and conditions
|
72
|
|||
|
hereof
including those contained in Clauses 5
a)
and
5
c)
shall
remain unaltered and in full
|
73
|
|||
|
force
and effect. Cancellation or failure to cancel shall be entirely
without
prejudice to any
|
74
|
|||
|
claim
for damages the Buyers may have under Clause
14 for
the Vessel not being ready by
|
75
|
|||
|
the
original cancelling date.
|
76
|
|||
|
d)
|
Should
the Vessel become an actual, constructive or compromised total
loss before
delivery
|
77
|
||
|
the
deposit together with interest earned shall be released immediately
to the
Buyers
|
78
|
|||
|
whereafter
this Agreement shall be null and void.
|
79
|
|||
|
6.
|
|
80
|
||
|
|
|
81
|
||
|
|
82
|
|||
|
|
83
|
|||
|
|
84
|
|||
|
|
85
|
|||
|
|
86
|
|||
|
|
87
|
|||
|
b)**
|
(i)
The Vessel is to be delivered without drydocking. However, the
Buyers
shall
|
88
|
||
|
have
the right at their expense to arrange for an underwater inspection
by a
diver approved
|
89
|
|||
|
by
the Classification Society of
the underwater parts of the Vessel prior
to the delivery of the
|
90
|
|||
|
Vessel.Alternatively
such Divers Inspection if at all possible to take place upon passing
|
||||
|
Panama
Outbound .
|
||||
|
Actual
cost for the Buyers account but the Sellers to allow the Buyers
up to max.
6 hours of
|
||||
|
daylight
time to perform such inspection. Inspection if at all possible
to take
place at
|
||||
|
Xxxxxxxxxx
where P.T. 1-2 days waiting time for Transit i.e there should be
no lost
time.
|
||||
|
If
such option is delared the Sellers to confirm in writing that the
Vessel
has not touched
|
||||
|
bottom
or caused any damage to underwater parts after such diver s inspection
carried out
|
||||
|
until
place of delivery.
|
||||
|
If
any damage is found to Rudder, Propeller, Bottom or other Underwater
Parts
which
|
||||
|
affects
the Vessel s clean certificate of class, but which in the opinion
of the
Class
|
||||
|
Surveyour
present, does not affect the Vessel s ability to trade until at
least next
scheduled
|
||||
|
Drydocking,
then the Buyers and the Sellers shall agree an amount of compensation
to
be
|
||||
|
deducted
from the Purchase Price, and the Buyers shall accept delivery of
the
Vessel
|
||||
|
including
recommendations.
|
||||
|
The
Buyers have agreed to accept the Vessel with the conditions referred
to in
the DNV
|
||||
|
Memo
dated 18th July 2006, and such conditions shall therefore not be
deemed
grounds for
|
||||
|
the
Buyers to reject the Vessel or require remediation by the Sellers.
|
||||
|
If
the Sellers and the Buyers cannot agree a compensation figure within
1
(one) working
|
||||
|
day,
then the figure to apply is to be the average of quotes for estimated
costs of Repairs
|
||||
|
obtained
from two (2) Reputable Shipyards at the port of delivery or nearby,
one
(1) to be
|
||||
|
selected
by the Buyers and one (1) to be selected by the Sellers.
|
||||
|
If
any damage is found to Rudder, Propeller, Bottom or other Underwater
Parts
which
|
||||
|
affects
the Vessel s Clean Certificate of Class and cannot be postponed
until the
next
|
||||
|
Docking
as decided by the Vessel s Classification Society, then usual Drydocking
clause to
|
||||
|
apply
as per NSF 93.
|
||||
|
The
Sellers shall at their
|
||||
|
cost
make the Vessel available for such inspection. The extent of the
inspection and the
|
91
|
|||
|
conditions
under which it is performed shall be to the satisfaction of the
Classification
|
92
|
|||
|
Society.
If the conditions at the port of delivery are unsuitable for such
inspection, the
|
93
|
|||
|
Sellers
shall make the Vessel available at a suitable alternative place
near to
the delivery
|
94
|
|||
|
port.
|
95
|
|||
|
(ii)
If the rudder, propeller, bottom or other underwater parts below
the
deepest load line
|
96
|
|||
|
are
found broken, damaged or defective so as to affect the Vessel's
class,
then unless
|
97
|
|||
|
repairs
can be carried out afloat to the satisfaction of the Classification
Society, the Sellers
|
98
|
|||
|
shall
arrange for the Vessel to be drydocked at their expense for inspection
by
the
|
99
|
|||
|
Classification
Society of the Vessel's underwater parts below the deepest load
line,
the
|
100
|
|||
|
extent
of the inspection being in accordance with the Classification Society's
rules. If the
|
101
|
|||
|
rudder,
propeller, bottom or other underwater parts below the deepest load
line
are found
|
102
|
|||
|
broken,
damaged or defective so as to affect the Vessel's class, such defects
shall be made
|
103
|
|||
|
good
by the Sellers at their expense to the satisfaction of the Classification
Society
|
104
|
|||
|
without
condition/recommendation*. In such event the Sellers are to pay
also for
the cost of
|
105
|
|||
|
the
underwater inspection and the Classification Society's
attendance.
|
106
|
|||
|
(iii)
If the Vessel is to be drydocked pursuant to Clause
6 b)
(ii)
and
no suitable dry-
|
107
|
|||
|
docking
facilities are available at the port of delivery, the Sellers shall
take
the Vessel
|
108
|
|||
|
to
a port where suitable drydocking facilities are available, whether
within
or outside the
|
109
|
|||
|
delivery
range as per Clause
5 b).
Once drydocking has taken place the Sellers shall deliver
|
110
|
|||
|
the
Vessel at a port within the delivery range as per Clause
5 b)
which
shall, for the
|
111
|
|||
|
purpose
of this Clause, become the new port of delivery. In such event
the
cancelling date
|
112
|
|
|
provided
for in Clause
5 b))
shall be extended by the additional time required for the
|
113
|
|
|
drydocking
and extra steaming, but limited to a maximum of 14 running
days.
|
114
|
|
|
c)
|
If
the Vessel is drydocked pursuant to Clause 6
a)
or
6
b)
above
|
115
|
|
(i) the
Classification Society may require survey of the tailshaft system,
the
extent of
|
116
|
|
|
the
survey being to the satisfaction of the Classification surveyor.
If such
survey is not
|
117
|
|
|
required
by the Classification Society, the Buyers shall have the right
to require
the tailshaft
|
118
|
|
|
to
be drawn and surveyed by the Classification Society, the extent
of the
survey being in
|
119
|
|
|
accordance
with the Classification Society's rules for tailshaft survey and
consistent with
|
120
|
|
|
the
current stage of the Vessel's survey cycle. The Buyers shall declare
whether they
|
121
|
|
|
require
the tailshaft to be drawn and surveyed not later than by the completion
of
the
|
122
|
|
|
inspection
by the Classification Society. The drawing and refitting of the
tailshaft
shall be
|
123
|
|
|
arranged
by the Sellers. Should any parts of the tailshaft system be condemned
or
found
|
124
|
|
|
defective
so as to affect the Vessel's class, those parts shall be renewed
or made
good at
|
125
|
|
|
the
Sellers' expense to the satisfaction of the Classification Society
without
|
126
|
|
|
condition/recommendation*.
|
127
|
|
|
(ii) the
expenses relating to the survey of the tailshaft system shall be
borne
|
128
|
|
|
by
the Buyers unless the Classification Society requires such survey
to be
carried out, in
|
129
|
|
|
which
case the Sellers shall pay these expenses. The Sellers shall also
pay the
expenses
|
130
|
|
|
if
the Buyers require the survey and parts of the system are condemned
or
found defective
|
131
|
|
|
or
broken so as to affect the Vessel's class*.
|
132
|
|
|
(iii) the
expenses in connection with putting the Vessel in and taking her
out
of
|
133
|
|
|
drydock,
including the drydock dues and the Classification Society's fees
shall be
paid by
|
134
|
|
|
the
Sellers if the Classification Society issues any condition/recommendation*
as a result
|
135
|
|
|
of
the survey or if it requires survey of the tailshaft system. In
all other
cases the Buyers
|
136
|
|
|
shall
pay the aforesaid expenses, dues and fees.
|
137
|
|
|
(iv) the
Buyers' representative shall have the right to be present in the
drydock,
but
|
138
|
|
|
without
interfering with the work or decisions of the Classification
surveyor.
|
139
|
|
|
(v) the
Buyers shall have the right to have the underwater parts of the
Vessel
|
140
|
|
|
cleaned
and painted at their risk and expense without interfering with
the
Sellers' or the
|
141
|
|
|
Classification
surveyor's work, if any, and without affecting the Vessel's timely
delivery. If,
|
142
|
|
|
however,
the Buyers' work in drydock is still in progress when the Sellers
have
|
143
|
|
|
completed
the work which the Sellers are required to do, the additional docking
time
|
144
|
|
|
needed
to complete the Buyers' work shall be for the Buyers' risk and
expense. In
the event
|
145
|
|
|
that
the Buyers' work requires such additional time, the Sellers may
upon
completion of the
|
146
|
|
|
Sellers'
work tender Notice of Readiness for delivery whilst the Vessel
is still in
drydock
|
147
|
|
|
and
the Buyers shall be obliged to take delivery in accordance with
Clause
3,
whether
|
148
|
|
|
the
Vessel is in drydock or not and irrespective of Clause
5 b).
|
149
|
|
|
*
|
Notes,
if any, in the surveyor's report which are accepted by the Classification
Society
|
150
|
|
without
condition/recommendation are not to be taken into account.
|
151
|
|
|
|
|
152
|
|
|
153
|
|
|
7.
|
Spares/bunkers,
etc.
|
154
|
|
The
Sellers shall deliver the Vessel to the Buyers with everything
belonging
to her on board and on
|
155
|
|
|
Shore
and
on order.
All spare parts and spare equipment including spare tail-end shaft(s)
|
||
|
and/or
spare
|
156
|
|
|
propeller(s)/propeller
blade(s), if any, belonging to the Vessel at the time of inspection
used
or
|
157
|
|
|
unused,
whether on board or not shall become the Buyers' property,
|
158
|
|
|
|
159
|
|
|
replace
spare parts including spare tail - end shaft(s) and spare
propeller(s)/propeller blade(s) which
|
160
|
|
|
are
taken out of spare and used as replacement prior to delivery, but
the
replaced items shall be the
|
161
|
|
|
property
of the Buyers. The radio installation and all
safety wireless navigational
equipment shall be
|
||
|
included
in the sale
|
162
|
|
|
without
extra payment if they are the property of the Sellers. Unused stores
and
provisions shall be
|
163
|
|
|
included
in the sale and be taken over by the Buyers without extra
payment.
|
164
|
|
|
The
Sellers have the right to take ashore crockery, plates, cutlery,
linen and
other articles bearing the
|
165
|
|
|
Sellers'
flag or name, provided they replace same with similar unmarked
items.
Library, forms, etc.,
|
166
|
|
|
exclusively
for use in the Sellers' vessel(s), shall be excluded without compensation.
Captain's,
|
167
|
|
|
Officers'
and Crew's personal belongings including the slop chest are to
be excluded
from the sale,
|
168
|
|
|
as
well as the following additional items (including items on hire):
-
Gas Bottles and Videos.
|
169
|
|
|
The
Buyers shall take over the remaining bunkers and unused lubricating
oils
in storage
tanks and
|
170
|
|
|
sealed
and
unbroached drums
and pay for
same based on the
Sellers
current
net
invoice
cost
|
||
|
market
price (excluding
barging expenses) at the port and date
|
171
|
|
|
of
delivery of the Vessel.
|
172
|
|
|
Payment
under this Clause shall be made at the same time and place and
in the same
currency as
|
173
|
|
|
the
Purchase Price.
|
174
|
|
|
8.
|
Documentation
|
175
|
|
The
place of closing: Oslo,
Norway.
|
176
|
|
|
In
exchange for payment of the Purchase Price the Sellers shall furnish
the
Buyers with delivery
|
177
|
|
|
documents,
namely:
|
178
|
|
|
a)
|
Legal
Xxxx of Sale in a form recordable in Norway
to NIS Flag
(the country in which the Buyers are
|
179
|
|
to
register the Vessel), warranting that the Vessel is free from all
encumbrances, mortgages
|
180
|
|
|
and
maritime liens or any other debts or claims whatsoever, duly notarially
attested and
|
181
|
|
|
legalized
by the consul of such country or other competent
authority.
|
182
|
|
|
b)
|
Current
Certificate of Ownership issued by the competent authorities of
the flag
state of
|
183
|
|
the
Vessel.
|
184
|
|
|
c)
|
Confirmation
of Class issued within 72 hours prior to delivery.
|
185
|
|
d)
|
Current
Certificate issued by the competent authorities stating that the
Vessel is
free from
|
186
|
|
registered
encumbrances.
|
187
|
|
|
e)
|
Certificate
of Deletion of the Vessel from the Vessel's registry or other official
evidence of
|
188
|
|
deletion
appropriate to the Vessel's registry at the time of delivery, or,
in the
event that the
|
189
|
|
|
registry
does not as a matter of practice issue such documentation immediately,
a
written
|
190
|
|
|
undertaking
by the Sellers to effect deletion from the Vessel's registry forthwith
and
furnish a
|
191
|
|
|
Certificate
or other official evidence of deletion to the Buyers promptly and
latest
within 4
|
192
|
|
|
(four)
weeks after the Purchase Price has been paid and the Vessel has
been
delivered.
|
193
|
|
|
f)
|
Any
such additional documents as may reasonably be required by the
competent
authorities
|
194
|
|
for
the purpose of registering the Vessel, provided the Buyers notify
the
Sellers of any such
|
195
|
|
|
documents
as soon as possible after the date of this Agreement.
|
196
|
|
|
At
the time of delivery the Buyers and Sellers shall sign and deliver
to each
other a Protocol of
|
197
|
|
|
Delivery
and Acceptance confirming the date and time of delivery of the
Vessel from
the Sellers to the
|
198
|
|
|
Buyers.
|
199
|
|
|
At
the time of delivery the Sellers shall hand to the Buyers the
classification certificate(s) as well as all
|
200
|
|
|
plans
etc., which are on board the Vessel. Other certificates which are
on board
the Vessel shall also
|
201
|
|
|
be
handed over to the Buyers unless the Sellers are required to retain
same,
in which case the
|
202
|
|
|
Buyers
to have the right to take copies. Other technical documentation
which
may
|
203
|
|
|
be
in the Sellers' possession shall be promptly forwarded to the Buyers
at
their expense, if they so
|
204
|
|
|
request.
The Sellers may keep the Vessel's log books but the Buyers to have
the
right to take
|
205
|
|
|
copies
of same. The
Sellers will hand over at time of Delivery all Manuals/Plans and
Drawings
|
206
|
|
|
onboard
and ashore. Prior to delivery if required by the Buyers the Sellers
are to
provide Buyers
|
||
|
with
copies of Main Plan/Manuals/Drawings. As well as copy of all Safety
Certificates including
|
||
|
attachments
(Form B, etc ) with cost of Copying/Forwarding for the Sellers
account
|
||
|
9.
|
Encumbrances
|
207
|
|
The
Sellers warrant that the Vessel, at the time of delivery, is free
from all
charters, encumbrances,
|
208
|
|
|
mortgages
and maritime liens or any other debts whatsoever. The Sellers hereby
undertake
|
209
|
|
|
to
indemnify the Buyers against all consequences of claims made against
the
Vessel which have
|
210
|
|
|
been
incurred prior to the time of delivery.
|
211
|
|
|
10.
|
Taxes,
etc.
|
212
|
|
Any
taxes, fees and expenses in connection with the purchase and registration
under the Buyers' flag
|
213
|
|
|
shall
be for the Buyers' account, whereas similar charges in connection
with the
closing of the Sellers'
|
214
|
|
|
register
shall be for the Sellers' account.
|
215
|
||
|
11.
|
Condition
on delivery (See
Clauses 19 and 20)
|
216
|
|
|
The
Vessel with everything belonging to her shall be at the Sellers'
risk and
expense until she is
|
217
|
||
|
delivered
to the Buyers, but subject to the terms and conditions of this
Agreement
she shall be
|
218
|
||
|
delivered
and taken over as she was at the time of inspection, fair wear
and tear
excepted.
|
219
|
||
|
However,
the Vessel shall be delivered with her class maintained without
condition/recommendation*,
|
|||
|
Other
than the recommendation as per DNV memo of July 18th
2006.
|
220
|
||
|
free
of average damage affecting the Vessel's class, and with her
classification certificates and
|
221
|
||
|
national
certificates, as well as all other certificates the Vessel had
at the time
of inspection, valid and
|
222
|
||
|
unextended
without condition/recommendation* by Class or the relevant authorities
at
the time of
|
223
|
||
|
delivery.
|
224
|
||
|
"Inspection"
in this Clause 11, shall mean the Buyers' inspection according
to Clause
4
a) or
4
b),
if
|
225
|
||
|
applicable,
or the Buyers' inspection prior to the signing of this Agreement.
If the
Vessel is taken over
|
226
|
||
|
without
inspection, the date of this Agreement shall be the relevant
date.
|
227
|
||
|
*
|
Notes,
if any, in the surveyor's report which are accepted by the Classification
Society
|
228
|
|
|
without
condition/recommendation are not to be taken into account.
|
229
|
||
|
12.
|
Name/markings
|
230
|
|
|
Upon
delivery the Buyers undertake to change the name of the Vessel
and alter
funnel markings.
|
231
|
||
|
13.
|
Buyers'
default
|
232
|
|
|
Should
the deposit not be paid in accordance with Clause
2,
the Sellers have the right to cancel this
|
233
|
||
|
Agreement,
and they shall be entitled to claim compensation for their losses
and for
all expenses
|
234
|
||
|
incurred
together with interest.
|
235
|
||
|
Should
the Purchase Price not be paid in accordance with Clause
3,
the Sellers have the right to
|
236
|
||
|
cancel
the Agreement, in which case the deposit together with interest
earned
shall be released to the
|
237
|
||
|
Sellers.
If the deposit does not cover their loss, the Sellers shall be
entitled to
claim further
|
238
|
||
|
compensation
for their losses and for all expenses incurred together with
interest.
|
239
|
||
|
14.
|
Sellers'
default
|
240
|
|
|
Should
the Sellers fail to give Notice of Readiness in accordance with
Clause
5
a)or
fail to be ready
|
241
|
||
|
to
validly complete a legal transfer by the date stipulated in line
61 the
Buyers shall have
|
242
|
||
|
the
option of cancelling this Agreement provided always that the Sellers
shall
be granted a
|
243
|
||
|
maximum
of 3 banking days after Notice of Readiness has been given to make
arrangements
|
244
|
||
|
for
the documentation set out in Clause
8.
If after Notice of Readiness has been given but before
|
245
|
||
|
the
Buyers have taken delivery, the Vessel ceases to be physically
ready for
delivery and is not
|
246
|
||
|
made
physically ready again in every respect by the date stipulated
in
line
61 and
new Notice of
|
247
|
||
|
Readiness
given, the Buyers shall retain their option to cancel. In the event
that
the Buyers elect
|
248
|
||
|
to
cancel this Agreement the deposit together with interest earned
shall be
released to them
|
249
|
||
|
immediately.
|
250
|
||
|
Should
the Sellers fail to give Notice of Readiness by the date stipulated
in
line
61 or
fail to be ready
|
251
|
||
|
to
validly complete a legal transfer as aforesaid they shall make
due
compensation to the Buyers for
|
252
|
||
|
their
loss and for all expenses together with interest if their failure
is due
to proven
|
253
|
||
|
negligence
and whether or not the Buyers cancel this Agreement.
|
254
|
||
|
15.
|
Buyers'
representatives
|
255
|
|
|
After
this Agreement has been signed by both parties and the deposit
has been
lodged, the Buyers
|
256
|
||
|
have
the right to place two representatives on board the Vessel at their
sole
risk and expense
|
257
|
||
|
|
258
|
||
|
These
representatives are on board for the purpose of familiarisation
and in the
capacity of
|
259
|
||
|
observers
only, and they shall not interfere in any respect with the operation
of
the Vessel. The
|
260
|
||
|
Buyers'
representatives shall sign the Sellers' letter of indemnity prior
to their
embarkation.
|
261
|
||
|
16.
|
Arbitration
|
262
|
|
|
a)*
|
This
Agreement shall be governed by and construed in accordance with
English
law and
|
263
|
|
|
any
dispute arising out of this Agreement shall be referred to arbitration
in
London in
|
264
|
||
|
accordance
with the Arbitration Acts 1950 and 1979 or any statutory modification
or
|
265
|
||
|
re-enactment
thereof for the time being in force, one arbitrator being appointed
by
each
|
266
|
||
|
party.
On the receipt by one party of the nomination in writing of the
other
party's arbitrator,
|
267
|
||
|
that
party shall appoint their arbitrator within fourteen days, failing
which
the decision of the
|
268
|
||
|
single
arbitrator appointed shall apply. If two arbitrators properly appointed
shall not agree
|
269
|
||
|
they
shall appoint an umpire whose decision shall be final.
|
270
|
||
|
|
|
000
|
|
|
|
272
|
||
|
|
273
|
||
|
|
274
|
||
|
|
275
|
||
|
|
276
|
||
|
|
277
|
||
|
|
278
|
||
|
|
|
279
|
|
|
|
280
|
||
|
|
281
|
||
|
|
|
282
|
|
|
|
283
|
||
|
17.
|
To
the best of the Sellers knowledge, the Vessel is not boycotted
by the Arab
Boycott League,
|
||
|
Damascus.
|
|||
|
18.
|
This
Sale/Negotiation shall be kept strictly private and confidential
by all
parties concerned.
|
||
|
19.
|
The
Vessel to be delivered with next special survey due not earlier
than 1
May, 2007.
|
||
|
20.
|
The
Vessel to be delivered with all Cargo Tanks Cleaned and free for
Man
entry. The Vessel to be
|
||
|
delivered
free of slops.
|
|||
|
21.
|
Xxxxxx
Vessel Limited Partnership by its general partner Xxxxxx Vessel,
Inc.
|
||
|
The
Sellers:
|
The
Buyers:
|
|
____________
|
___________
|
|
Name:
|
Name:
|
|
Title:
|
Title:
|
This
document is a computer generated SALEFORM 1993 form printed by authority
of the
Norwegian Shipbrokers Association. Any insertion or deletion to the form
must be
clearly visible. In the event of any modification made to the pre-printed
text
of this document which is not clearly visible, the text of the original approved
document shall apply. BIMCO and the Norwegian Shipbrokers Association assume
no
responsibility for any loss, damage or expense as a result of discrepancies
between the original approved document and this computer generated
document.
.
