Contract
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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 |
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Dated: February 27th, 2007 |
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SALEFORM 1993 Revised 1966, 1983 and 1986/87. |
MS Nova "BALTIA"
Schiffahrtsgesellschaft mbH & Co. KG of Hamburg, Germany hereinafter called the Sellers, have agreed to sell, and
Cardiff Marine INC. of Monrovia,
Liberia, maintaining a shipmanagement office in Athens Greece or their
guaranteed nominee
hereinafter called the Buyers, have agreed to buy
Name: mv "Baltia"
Classification Society/Class: Lloyds Register
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Built: 1996 |
By: Samsung Heavy Industries Co. Ltd. |
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Flag: Malta |
Place of Registration: Hamburg |
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Call Sign: 9HIP8 |
Grt/Nrt: 38,567 / 24,567 |
Register
Number: IMO No.
9113410
hereinafter called the Vessel, on the following terms and conditions:
Definitions
"Banking days" are days on
which banks are open both
in Greece and Germany
and 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, e-mail or other modern form of written communication.
"Classification Society" or "Class" means the Society referred to in line 4.
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1. |
Purchase Price US$ 41,835,000 (United States Dollars Fortyone Million Eight Hundred and Thirtyfive Thousand) in cash |
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2. |
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) banking days from the date of a scanned copy of this
Agreement. has been signed by
the Sellers and the Buyers and all subjects have been lifted.
This deposit shall be
placed with Sellers
in
a to be nominated bank account at HSH
Nordbank AG in Hamburg, Germany _________________and held by them in a joint
interest bearing
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.
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3. |
Payment |
The said Purchase Price shall be paid in full free of bank charges to Sellers' nominated account on delivery of the Vessel, but not later than 3 (three) 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. |
Inspections |
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a)* |
The Buyers have
inspected and accepted the Vessel's classification records. The Buyers
have the right to carryout physical inspection of the Vessel once Buyers have
lifted their subject under clause 19 herein. Physical inspection shall be
completed at next accessible port. Buyers to declare their acceptance/rejection
of the Vessel within 48 hours after completion completion of the inspection. If
the Vessel is accepted after the inspection then |
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The Sellers shall
provide for inspection of the Vessel at/in-
The Buyers shall
undertake the inspection without undue delay to the Vessel. Should the Buyers
cause undue delay they shall compensate the Sellers for the losses thereby
incurred. The Buyers shall inspect the Vessel without opening up and without
cost to the Sellers. During the inspection, the Vessel's deck and engine log
books shall be made available for examination by the Buyers. If the Vessel is
accepted after such inspection, the sale shall become outright and definite,
subject only to the terms and conditions of this Agreement, provided the
Sellers receive written notice of acceptance from the Buyers within 72 hours
after completion of such inspection.
Should notice of acceptance of the
Vessel's classification records and of the Vessel not be received by the
Sellers as aforesaid, the deposit together with interest earned shall be
released immediately to the Buyers, whereafter this Agreement shall be null and
void.
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* |
4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4a) to apply. |
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5. |
Notices, time and place of delivery |
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a) |
The Sellers shall keep
the Buyers well informed of the Vessel's itinerary and shall provide the Buyers
with 30, 15, and 7
days notice of
the approximate and 3, 2 and 1 days notice of definite
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b) |
The Vessel shall be
delivered and taken over safely afloat at a safe and accessible berth or
anchorage |
in the Sellers' option.
Expected time of delivery: 15th May - 30th June 2007
Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 30th June 2007
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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. Cancellation or failure to cancel shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling date.
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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. |
Drydocking/Divers Inspection |
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b)** |
(i) The Vessel is to be delivered without drydocking. However, the Buyers shall have the right at their expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their cost make the Vessel available for such inspection. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the port of delivery are unsuitable for such inspection, the Sellers shall make the Vessel available at a suitable alternative place near to the delivery port. |
(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, then unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel's underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society's rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, such defects shall be made good by the Sellers at their expense to the satisfaction of the Classification Society without condition/recommendation*. In such event the Sellers are to pay also for the cost of the underwater inspection and the Classification Society's attendance.
(iii) If the Vessel is to be
drydocked pursuant to Clause 6 b) (ii) and no suitable drydocking facilities
are available at the port of delivery, the Sellers shall take the Vessel to a
port where suitable drydocking facilities are available, whether within or
outside the delivery range as per Clause 5 b). Once drydocking has taken place
the Sellers shall deliver the Vessel at a port within the delivery range as per
Clause 5 b) which shall, for the purpose of this Clause, become the new port of
delivery. In such event the cancelling date provided for in Clause 5 b) shall
be extended by the additional time required for the drydocking and extra
steaming, but limited to a maximum of 30 14
running days. If the Divers' inspection reveals damage to the
underwater parts which would affect the class but the class surveyor approves
the repair to be deferred until her next dry-docking and provided that the
vessel's trading capability/capacity is not affected, the Buyers and Sellers
shall mutually agree a monetary compensation in lieu of actual repair, which
shall be paid to the Buyers by deducting the agreed amount from the purchase
price at the time of the closing.
In the event that agreement cannot be reached the compensation applicable to be calculated as average of 2 (two) quotations from 2 (two) respectable shipyards close to the delivery port but within the delivery range, one obtained by each party to quantify the cost of repair estimated for compensation.
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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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* |
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 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
if on board or not shall become the Buyers' property, but spares
on order are to be excluded. Forwarding charges, if any, shall be for the
Buyers' account. The Sellers are not required to replace spare parts including
spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are
taken out of spare and used as replacement prior to delivery, but the replaced
items shall be the property of the Buyers. The radio installation and
navigational equipment shall be included in the sale without extra payment if
they are the property of the Sellers. Unused stores and provisions shall be included in the sale and be
taken over by the Buyers without extra payment.
The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Sellers' flag or name, provided they replace same with similar unmarked items. Library, forms, ISM/ISPS Manuals, 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 and provisions are to be excluded from the sale,
as well as the following additional items (including items on hire):
1. Globe Wireless equipment (only antenna and cables remain o/b):
- GW MF/HF Icom Radio
- GW GL5100 Modem
- GW coupler
- GW Power supply's
- GW GCC Software + Manuals
- SSAS Keypads
2. Unitor hired gas bottles
- oxygen 9 cylinders
- acetylene 4 cylinders
- freon R 22 3 cylinders
The Buyers shall take over the
remaining bunkers and unused lubricating oils in storage tanks and sealed drums and pay
the USD 2.10/litre (all lub. oil
quantities/qualities).
The Buyers shall take over the remaining unused bunkers on board and pay the respective prices quoted at Xxxxx'x nearest bunkering port 2 (two) days prior to the intended date of delivery.
current net market
price (excluding barging expenses) at the port and date
of delivery of the
Vessel.
Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.
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8. |
Documentation |
The place of closing: Hamburg, Germany
Buyer's and Seller's sales documentation to be mutually agreed and covered by an Addendum to this Agreement. The concluding of this Addendum and the signing of same shall not delay the signing of this Agreement and thereby delaying the payment of the deposit.
In- exchange for payment of the Purchase Price
the Sellers
shall furnish
the
Buyers with delivery documents, namely;
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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 etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take
copies of same.
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9. |
Encumbrances |
The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other debts whatsoever. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which have been incurred prior to the time of delivery.
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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 and
international
certificates
clean, , 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
for 3 months at the time of delivery.
Sellers to deliver the Vessel with
clean/swept holds. However the Sellers have the option to deliver the Vessel
with unclean/unswept against a lumpsum fee of USD3500 in lieu of cleaning.
Same to be deducted at time of closing.
"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.
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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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12. |
Name/markings |
Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.
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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 upon arrival
at on or
about four (4)
weeks prior to the intended date of delivery, at the Vessel's last loading port
before delivery at the latest in any case.
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.
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16. |
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 this Agreement shall be referred to arbitration in London in
accordance with the Arbitration |
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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. |
Clause 17.
The Sellers to confirm, to the best of their knowledge, that the Vessel is not blacklisted by any nation or organisation including the Arab Boycott League in Damascus.
Clause 18 - Gypsy Moth
Sellers confirm that the Vessel under present ownership has never called at any ports on the Pacific Coast of the former U.S.S.R. prior to the date of delivery to the Buyers.
Clause 19 - Buyers' BoD Subject Financing
Buyers' BOD/Financing subjects to be lifted no later than 27th April 2007.
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For the Buyers: |
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For the Sellers: |
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/s/ Illegible |
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/s/ Xxxxxx-Xxxxxxx Xxxxx |
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By: |
Illegible |
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By: |
Xxxxxx-Xxxxxxx Xxxxx |
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Title: |
Attorney-In-Fact. |
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Title: |
Managing Director |
This document is a computer generated copy of "SALEFORM 1993", printed by authority of the Norwegian Shipbrokers' Association, using software which is the copyright of Strategic Software Ltd. 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, the original document shall apply. The Norwegian Shipbrokers' Association and Strategic Software Ltd. assume no responsibility for any loss or damage caused as a result of discrepancies between the original approved document and this document.
