Contract
Exhibit 4.8
MEMORANDUM OF AGREEMENT
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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
SALEFORM 1993
Revised 1966, 1983 and 1986/87.
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Dated: 23 December 2014
Dampskibsselkabet XXXXXX X/X, 00 Xxxxxxxxxxx, XX-0000 Xxxxxxxx, Xxxxxxx hereinafter called the Sellers, have agreed to sell, and Seanergy Maritime Holdings Corp., of the Xxxxxxxx Islands or fully guaranteed nominee to be nominated by an Addendum to this Agreement to be signed by the Sellers and the Buyers
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hereinafter called the Buyers, have agreed to buy the
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Name: M/V Nordstramp
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Classification Society/Class:
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DnV-GL
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Built: 2001
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By: Koyo Dockyard Co., Ltd., Japan
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Flag: Danish
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Place of Registration: Copenhagen
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Call sign: OVRF2
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Grt/Nrt: 85379/56701
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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 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, in the country of the Vessel's flag, Greece, Norway, USA and the UK.
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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, 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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USD 17,300,000 (United States Dollars Seventeen Million Three Hundred Thousand only) in cash including 2pct total commissions.
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2. Deposit
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As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10%
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(ten per cent) of the Purchase Price within 3 (three) banking days from the date of fax/email signing of this
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Agreement. and lifting of Sellers and Buyers subject as per clause 17 and the deposit holder has confirmed in writing to the parties that the account has been opened. This deposit shall be placed with Nordea Bank, Denmark A/S, Copenhagen Head Office.
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and held by them in a joint account for the Sellers and the Buyers, to be released in accordance
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with 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
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Buyers.
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3. Payment
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The balance 90 % (ninety percent) of the said Purchase Price shall be paid in full free of bank charges to Sellers' account at Nordea Bank, Denmark A/S, Copenhagen Head Office. (Sellers to advise full account details within 2 days from signing this Agreement.
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on delivery of the Vessel, but not later than 3 (three) 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 "NOR" has been given in accordance with Clause 5.
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4 Inspections
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a)*
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The Buyers have inspected and accepted the Vessel's classification records. The Buyers
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have also inspected the Vessel
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and have accepted the Vessel following this inspection and the sale is outright and definite,
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subject only to the terms and conditions of this Agreement.
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b)*
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The Buyers have inspected the Vessel's DNV Class records and have accepted same at the time of inspection under Clause 4a).
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5. 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 / 13 /10 / 7 / 5 / 3 approximate , and 2 and 1 definite days notices of the estimated time and place of
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of delivery and in every respect physically ready for delivery in accordance with this
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Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.
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b)
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The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or
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anchorage
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In the Sellers' option.
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Expected time of delivery: 15 February 2015 – 15 April 2015
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Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 15 April 2015 at 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. Drydocking / Divers Inspection. See Clause 19
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7.
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Spares/bunkers, etc.
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The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on
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shore, including broached/unbroached stores and provisions and spares on order without extra payment. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare
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propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or
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unused, whether on board or not shall become the Buyers' property but spares on order are to be
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excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers are not required to
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replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which
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are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the
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property of the Buyers. The radio installation, GMDSS , ECDIS and navigational equipment shall be included in the sale
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without extra payment if they are the property of the Sellers. Unused stores and provisions shall be
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included in the sale and be taken over by the Buyers without extra payment.
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The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the
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Sellers' flag or name, provided they replace same with similar unmarked items. Library, forms, etc.,
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exclusively for use in the Sellers' vessel(s), shall be excluded without compensation. Captain's,
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Officers' and Crew's personal belongings including the slop chest are to be excluded from the sale,
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as well as the following additional items (including items on hire):
The below listed items shall be off landed prior to handling over M/V Nordtramp to buyers
1. Gas bottles. (12 x Ox and 5 x Ac) ex Drew Marine.
2. One Nitrogen Bottle ex Drew Marine
3. One Tool Box from Marco Marine.
4. One box containing spares on exchange all a property of Marco Marine.
5. Two boxes connecting Rods from auxiliary engine overhaul.
6. One box containing used turbo charger ex engine #2. Sea a. below
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7. ECDIS dongle
8. One Seagull computer (CBT Training on rent front Seagull of Norway)
9. One Consultas computer.
10. Various deck and engine log books, Contingency Plans (VGP and VRP), including but not limit to Danish Publications. See b. below.
11. Various software e.g. SMS installed on computers, sea health, Docontrol, Amosconnect, Omega etc. shall be removed as this is licensed to Dampskibsselskabet Norden.
12. Scrape down equipement.
13. Mobile phone.
14. Ship Security Plan.
15. Hydro Blaster and spares rented frond Den Ship, Singapore.
a. 6 above. The turbo charger is overhaulded with bearings and balanced.
b. Expired an current Oil Record Books and Garbage Record Books shall remain on hoard.
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Buyers shall take over the bunkers remaining on board with cost as per Platts prices for Singapore published one (1) Banking day prior to the Vessel's delivery. Buyers shall also take over the remaining unbroached lubricants respectively in sealed drums or in designated storage tanks not having passed to the engines/equipment through Vessel's system at Sellers' net contract prices
excluding barge costs of last supply as evidenced by the relevant copies of invoices. Exact quantities of remaining bunkers and lubricating oils shall be measured and agreed by and between the Sellers' and the Buyers' representatives latest by one (1) Banking day prior to expected date of delivery of the Vessel. |
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Payment under this Clause shall be made at the same time and place and in the same currency as
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the Purchase Price.
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8.
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Documentation
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The place of closing: Copenhagen, Denmark at Sellers' nominated bank (Nordea Bank Denmark A/S, Copenhagen Head Office).
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Agreement to said Addendum not to form a subject to the signing of this MOA by Sellers and the Buyers.
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At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of
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Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the
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Buyers.
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At the time of delivery the Sellers shall hand over to the Buyers the classification certificate(s) as well as all
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Plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also
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be handed over to the Buyers unless the Sellers are required to retain same, in which case the
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Buyers to have the right to take copies. Other technical documentation which may
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be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so
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request. The Sellers may keep the Vessels log books but the Buyers to have the right to take
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copies of same
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9. Encumbrances
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The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances,
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mortgages, taxes, levies, duties and maritime liens or any other debts whatsoever and is not subject to port state or administrative detentions. The Sellers hereby undertake
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to indemnify the Buyers against all consequences of claims made against the Vessel which have
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been incurred prior to the time of delivery or arising out of or with respect to events occurring prior to the time of delivery.
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10. Taxes, etc.
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Any taxes, fees and expenses in connection with the purchase and registration under the Buyers' flag
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shall be for the Buyers' account, whereas similar charges in connection with the closing of the Sellers'
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register shall be for the Sellers' account.
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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
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delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be
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delivered and taken over as she was at the time of inspection, fair wear and tear excepted.
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However, the Vessel shall be delivered free of stowaways, free of cargo with her class maintained
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free of average damage affecting the Vessels class, and with her classification certificates and
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national/international/trading certificates and Continuous Survey of Machinery (CSM) – (it is clearly understood that CSM/ESP is part of DNV's Class Certificate and is not a separate document) , as
well as all other certificates of the Vessel had at the time of inspection, clean, valid and |
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unextended for a minimum period of three (3) months from the time of the delivery without condition/recommendation* by Class or the relevant authorities at the time of
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delivery.
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"Inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4 a)
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* Notes, if any, in the surveyor's report which are accepted by the Classification Society
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without condition/recommendation are not to be taken into account.
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12. Name / markings
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Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.
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13. Buyers' default
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Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this
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Agreement, and they shall be entitled to claim compensation for their losses and for all expenses
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incurred together with interest.
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Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to
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cancel the Agreement, in which case the deposit together with interest earned shall be released to the
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Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim further
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compensation for their losses and for all expenses incurred together with interest.
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14. Sellers' default
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Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready
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to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have
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the option of cancelling this Agreement provided always that the Sellers shall be granted a
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maximum of 3 banking days after the Notice of Readiness has been given to make arrangements
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for the documentation set out in Clause 8 and in the Addendum to this Agreement. If after Notice of
Readiness has been given out before
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the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not
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made physically ready again in every respect by the date stipulated in line 61 and new Notice of
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Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect
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to cancel this Agreement the deposit together with interest earned shall be released to them
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immediately.
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Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready
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to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for
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their loss and for all expenses together with interest if their failure is due to proven
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negligence and whether or not the Buyers cancel this Agreement.
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15. Buyers' representatives
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After this Agreement has been signed by both parties and the deposit has been lodged, the Buyers
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have the right to place 2 (two) representatives on board the Vessel at their sole risk and expense
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These representatives shall remain on board until delivery of the Vessel to, and acceptance of the Vessel by the Buyers
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observers only, and they shall not interfere in any respect with the operation of the Vessel. The
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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 (and any non-contractual obligations connected with this Agreement) shall be governed by and construed in accordance with English law and
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any dispute arising out of this Agreement a shall be referred to arbitration in London in
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accordance with the Arbitration Acts 1996
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re-enactment thereof for the time being in force, one arbitrator being appointed by each
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party. The arbitrators shall be full members of the London Maritime Arbitrators Association ("LMAA"). On the receipt by one party of the nomination in writing of the other party's
arbitrator,
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that party shall appoint their arbitrator within fourteen days, failing which the decision of the
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single arbitrator appointed shall apply. If two arbitrators are properly appointed shall not agree
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they shall appoint
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Additional Clauses 17, 18, 19, 20, 21, 22, 23, 24 and 25, inclusive as below, are deemed to be fully
incorporated into and form an integral part of this Agreement.
17. Sellers' and Buyers' Subjects
This MOA is subject to approval by the Sellers and Buyers Board of Directors which subject is to be declared latest by 1700 hours Copenhagen, Denmark time on Tuesday December 23rd after receipt of this MOA duly signed by fax or email by duly authorized representatives of the Sellers and the Buyers. Should the Sellers or the Buyers not lift their subject as aforesaid then this MOA shall be null and void and the parties shall have no claims against each other.
18. Confidentiality
This Agreement shall he confidential between the Parties including the broker involved.
No detailed information concerning this Agreement may be released by either Party, however, Buyers appreciate that Sellers are listed on the Copenhagen Stock Exchange and may be required to report a sale under the stock exchange rules. If so required, Sellers will not mention any names of Buyers. Also nothing in this clause shall preclude the Parties from giving information relating to this Agreement to their professional advisors and bankers. Sellers also appreciate that Buyers are a stock listed company and agree all terms and Conditions of this Agreement to be kept strictly private and confidential by all parties involved, save as required otherwise by the Securities and Exchange Commission and/or US stock listed exchange rules applicable to the Buyers.
19. In replacement of NSF 93 Clause 6 (Drydocking/Divers Inspection)
No drydocking clause to apply and Clause 6 of Salesform 1993 is deleted.
However, at the Vessel's arrival at the delivery port and prior to the vessel's delivery the Buyers have the right to carry out an inspection of the vessel's underwater (below summer loadline) parts by class approved divers with video link to the attending class surveyor, such divers inspection to be at Buyers' risk and expense.
Buyers to advise Sellers five (5)days prior to expected delivery if they intend to carry out underwater inspection. If the declared by Sellers delivery port is not feasible for an underwater inspection Buyers shall promptly advise Sellers of an alternative place near to the delivery port, to be mutually agreed, where Sellers are to make available, at Sellers' cost, for such an inspection. The extent of the inspection amid conditions under which is performed shall be to the satisfaction of the classification society.
The divers' inspection to be carried out in a manner and under conditions considered suitable by the attending class surveyor for such underwater inspection. Attendance arrangements and fees for the attending class surveyor shall he for the Sellers account and the cost of the divers for the Buyers' account.
A) If any damage is found to the Vessel's underwater parts which leads to imposing recommendation(s) against the Vessel, and requires same to be repaired prior to the Vessel's next due drydocking date, then the Sellers shall repair such damage to the satisfaction of classification society at the Sellers' time and expense, prior to the Vessel's delivery to the Buyers. Should the Vessel be required to drydock to effect such repairs to class satisfaction, then the Buyers shall have the right to scrape/paint the Vessel's underwater parts at Buyers risk and expense whilst the Vessel is in drydock. All costs and materials associated with the Buyers works and any extra drydocking time required for the Buyers to carry out/complete their works shall always be for the Buyers account. Such Buyers works shall not interfere with the Sellers works and not to delay the delivery of the Vessel. In the event that the Sellers have completed their works in the drydock to the satisfaction of class and the Buyers works are not yet completed, then the Sellers have the right to tender NOR for delivery to the Buyers whilst the Vessel is in drydock. In the event of the Vessel being required to drydock for repairs and there are no suitable drydocking facilities available at the delivery port, then the Sellers shall take the vessel in ballast to the nearest port/place where suitable drydocking facilities are available, and a new delivery port to be agreed between the parties. It is hereby mutually agreed by the Sellers and the Buyers, that in the event of damage affecting class being found during the divers inspections as mentioned above, then the agreed cancelling date shall automatically be extended by the additional time required for the drydocking, repairs and extra steaming, but limited to a maximum of 14 running days. Class attendance fees and divers costs to be for Sellers' account.
B) If any damage(s) to the Vessel's underwater parts is found which leads to class imposing a recommendation(s) against the Vessel but agree to postpone permanent repairs to same until the Vessel's next due drydocking date then, in lieu of the Sellers repairing such damage(s), the Sellers to compensate the Buyers by way of reduction from the agreed purchase price of this Agreement and the Buyers shall take delivery of the Vessel as she is with such recommendation(s) outstanding. The Sellers and the Buyers shall each obtain a quotation for the repair of such damage(s) from two (2) reputable ship repair yards in the area, and the compensation amount to the Buyers shall be the average of the two repair quotations received by the Buyers and Sellers respectively as mentioned above. Class attendance fees and divers costs to be for the Sellers' account.
20: Blacklisting
The Sellers to confirm to the Buyers in writing on delivery that to the best of their knowledge and belief the Vessel is not blacklisted by the Arab boycott League in Damascus or any other nation or authority.
21: Gypsy Moth
A certificate showing the Vessel is free of gypsy moth to be handed to the Buyers at delivery.
22: Clean Holds
The Vessel to he delivered with clean swept holds.
23: Chinese tonnage tax Certificate
If Sellers have in their possession a latest Certificate for Chinese Tonnage Tax dues that the
Vessel/Sellers owes, then Sellers undertake to deliver at no cost to the Buyers on delivery.
24: Contracts (Rights of Third Parties) Xxx 0000
Nothing contained in this Agreement confers or purports to confer on any third party benefit or any
right to enforce any term hereof pursuant to the Contracts (Rights of Third Parties) Xxx 0000.
25. Notices
Any and all notices and communication in connection with this Agreement shall be in English
in writing and shall be sent,
(a) if to the Sellers at:
(a) if to the Sellers at:
Attention: Mads Pilgaard
Telephone: Office x00 00 00 00 00 //mobile x00 00000000
Fax:
E-mail: xxxxxxxx@xx-xxxxxx.xxx // xxx@xx-xxxxxx.xxx
or such other address as the Sellers may notify the Buyers.
(b) If to the Buyers an:
Attention: Stamatis Tsantanis
Telephone: x00 000 0000000
Fax: x00 000 0000000
E-mail: xxx@xxxxxxxx.xx // xxxxxxxx@xxxxxxxx.xx
or such other address as the Buyers mop notify the Sellers.
/s/Eirini Kritikou
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/s/Xxxxxxxxx Xxxxxxxxx
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For Dampskibsselskabet NORDEN A/S
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Name: Xxxxx Xxxx Bonderup
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Name: Xxxxxxxxx Xxxxxxxxx
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Title: Executive Vice President
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Title: Director
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