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Page
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1.
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CONDITION PRECEDENT
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2
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2.
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TIME CHARTER
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2
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3.
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CHARTER TERM
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2
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4.
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DELIVERY; REDELIVERY
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3
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5.
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CHARTER HIRE
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8
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6.
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USE; OPERATIONS
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12
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7.
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MAINTENANCE AND OPERATION
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19
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8.
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ALTERATIONS
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22
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9.
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INSURANCE-GENERAL
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24
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10.
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LIENS
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28
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11.
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MORTGAGES; FINANCING; SUBORDINATION
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29
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12.
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END OF CHARTER AND OTHER OPTIONS
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30
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13.
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REPRESENTATIONS AND WARRANTIES; OWNER COVENANTS
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34
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14.
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ASSIGNMENT; SUB-BAREBOAT CHARTER
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35
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15.
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LOGO AND VESSEL NAMES
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36
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16.
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NOTICES
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36
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17.
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DEFAULTS; REMEDIES
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37
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18.
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INDEMNIFICATION, WITHHOLDING AND CERTAIN AGREEMENTS
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44
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19.
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INCOME TAX
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47
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20.
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LAW AND JURISDICTION
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47
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21.
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SALVAGE
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48
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22.
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WAR
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48
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23.
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ASSIGNMENT OF INSURANCES
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49
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24.
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CHANGE OF OWNERSHIP
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49
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25.
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WAIVER
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50
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26.
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NO REMEDY EXCLUSIVE
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50
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27.
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ENTIRE AGREEMENT; AMENDMENT
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50
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28.
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COUNTERPARTS
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50
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29.
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SEVERABILITY
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50
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30.
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CAPTIONS
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51
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31.
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BINDING EFFECT
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51
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32.
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INTERPRETATION
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51
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| 1. |
Condition Precedent
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| 2. |
Time Charter.
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| 3. |
Charter Term.
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| (b) |
There shall be no extension of this Charter beyond the initial sixty (60) month term described in Section 3(a).
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| 4. |
Delivery; Redelivery.
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| (a) |
Delivery. (i) Delivery of the Vessel under this Charter will take
place simultaneously with delivery of the Vessel by the Head Owner to the Owner under the Bareboat Charter. For the avoidance of doubt, the Owner shall not be liable for any delay in delivery of the Vessel. Delivery of the Vessel to the
Owner by the Head Owner under the Bareboat Charter shall be deemed to constitute (i) full performance by the Owner of its obligations to deliver the Vessel to the Charterer hereunder (including, without limitation, in relation to the
condition and/or class of the Vessel at delivery) and (ii) acceptance by the Charterer of the same. The Vessel shall be delivered to the Charterer with all documentation relating to the operation of the Vessel and its equipment that the
Owner receives from the Seller pursuant to the MOA and/or from the Head Owner pursuant to the Bareboat Charter, including, to the extent received by the Owner pursuant to the MOA, technical and operating manuals, construction drawings,
specifications, repair records, classification reports, regulatory inspection records and approvals (collectively, the "Technical Documents"). During the Charter Term, the Charterer shall be entitled to possession of the Technical
Documents; provided, however, that the Owner and its designees shall be allowed reasonable access to and may make copies of the Technical Documents upon three (3) Business Days' prior written notice to the Charterer.
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| (b) |
Redelivery. The provisions respecting redelivery of the Vessel as
set forth in Sections 4 (c), 4 (d)(ii), 4 (e), 4 (f), 4 (g) and 4 (h) shall not be applicable in the event that the Charterer acquires the Vessel pursuant to the terms and conditions of Section 12 (a) or 12 (b), as the case may be,
and/or clause 5 of the Multipartite Agreement .
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| (c) |
The Charterer shall, at its own cost and expense, following the termination of this Charter in accordance with Section 17(b)(i), redeliver the Vessel to the
Owner at a location designated by the Owner and being reasonably acceptable to the Charterer. Such location shall be an easily accessible location, recognised as a safe port within the following ranges dropping last outbound sea pilot
or passing one safe port, Singapore / Japan range including People's Republic of China or in the Owner's option Skaw / Passero including UK/Med range any time day or night Sundays and Holidays included, with such location never to be
within a Prohibited Country and always within International Navigation Limits.
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| (d) |
Survey, Inventory and Inspection.
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| (e) |
Redelivery – Condition.
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| (f) |
Redelivery – Certificates. The Charterer agrees that upon
redelivery the Vessel will meet the complete requirements of, and be certificated at, RightShip 3-star level or any replacement thereof.
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| (g) |
Redelivery – Access. Following the termination of this Charter in
accordance with Section 17(b)(i) and during the last six (6) months of the Charter Term, the Charterer shall permit access to the Vessel at reasonable times to the Owner and to persons designated by the Owner, and shall permit the
inspection of the Vessel by such persons.
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| (h) |
Redelivery Inventory. The Charterer shall redeliver the Vessel with
the same amount of unbroached provisions, paints, oils, ropes, spare parts and equipment, and other unused consumable stores as are on board and ashore at the commencement of the Charter Term as determined pursuant to the inventory
conducted as part of the On-hire Survey. In the event consumable stores are greater at redelivery than at delivery, the Charterer may remove the excess. Notwithstanding any term or condition of the Time Charter, all bunkers and fuel oil
onboard the Vessel at the time of redelivery shall remain the property of the Owner. Title to lubricants on board the Vessel at the time of redelivery shall be deemed to transfer to the Owner at the time of redelivery and the Owner
shall not be obliged to pay for such lubricants.
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| (i) |
Documentation. The Parties agree that on the Delivery Date, the
Vessel shall be duly documented in the name of the Head Owner as owner thereof under the laws and flag of the Flag State. The Owner shall be responsible for such registration and the Charterer shall promptly provide all assistance
required by the Owner for the purposes of such registration. The Charterer shall be responsible for naming the Vessel and for paying for initial Flag State documentation and maintaining such due documentation throughout the Charter
Term, at the Charterer's own cost and expense, provided, the Owner agrees that the Owner will reasonably cooperate with the Charterer in
establishing and maintaining such Flag State documentation. The Charterer shall also pay all the Flag State fees associated with initial documentation and any annual Flag State fees required to maintain documentation or the Head Owner's
foreign maritime entity status. The Charterer shall not suffer or permit anything to be done which might injuriously affect the entitlement of the Vessel to be documented under the laws and regulations of the Flag State.
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| 5. |
Charter Hire.
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| (a) |
Charter Hire.
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| (1) |
at the applicable rate per day set forth in Exhibit A, Part 1 hereto from and including the Delivery Date ("First Daily Charter Hire Rate") on (y) each Charter Hire Payment Date until 7 November 2019; and (z) any other date as provided for under this Charter; and
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| (2) |
at the applicable rate per day set forth in Exhibit A, Part 2 hereto from and including 7 November 2019 ("Second Daily Charter Hire Rate") on (y) each Charter Hire Payment Date from and including 7 November 2019]; and (z) any other date as provided for under this Charter.
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| (b) |
Hell or High Water Charter Obligation. This Charter may not be
cancelled or terminated, except in accordance with the express provisions of this Charter and the Multipartite Agreement, for any reason whatsoever. The Charterer shall have no right to be released, relieved or discharged from any
obligation or liability hereunder except as set forth in explicit provisions of this Charter. Except as hereinafter provided, the Charterer's obligation to pay Charter Hire hereunder shall be absolute during the term of this Charter
irrespective of any contingency whatsoever, including, but not limited to (i) any set-off, counterclaim, recoupment, defense or other right which either Party may have against the other; (ii) any failure of the Vessel to meet the
required condition of delivery under the MOA and/or any failure of the Vessel to meet any operational standards set forth in the MOA; (iii) any damage to, destruction or
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| (c) |
Cash Collateral.
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| 6. |
Use; Operations
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| (a) |
Subject to the provisions of Section 6(e), the Charterer may operate the Vessel worldwide, provided: (i) the Charterer shall only use the Vessel in the
territorial waters of nations which recognize the rights of vessels registered in the Flag State; (ii) the Vessel shall be used only in locations where the Vessel's operating specifications allow it to operate safely; (iii) the Vessel
shall be employed only in lawful activities under the laws of the United States
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| (b) |
The Charterer shall comply with and satisfy (and to the extent required, have on board certificates evidencing its compliance with) all provisions of any
applicable law, treaty, convention, regulation, proclamation, rule or order applicable to the Vessel, its use, operation, maintenance, repair or condition, including, but not limited to, all applicable IMO rules and regulations,
including all applicable sulfur emissions standards, any financial responsibilities imposed on the Charterer or the Vessel with respect to pollution by any state or nation or political subdivision thereof and shall maintain all
certificates or other evidence of financial responsibility and a vessel spill response plan required under the United States law approved by the relevant authority and evidence of their approval by the appropriate United States
government entity (including, but not limited to, the United States Coast Guard) as may otherwise be required by any such law, treaty, convention, regulation, proclamation, rule or order with respect to the operations and trading in
which the Vessel is from time to time engaged.
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| (c) |
The Charterer (including by its Vessel managers) shall have sole responsibility as owner and as technical and commercial operator under all Environmental Laws
and under certificates of financial responsibility and vessel spill response plans.
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| (d) |
Without prejudice to the generality of Section 6(b) above, the Charterer and the Vessel shall comply with all Environmental Laws including but not limited to
the requirements of the United States Coast Guard (as amended from time to time)
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| (e) |
The Charterer covenants and agrees that the Vessel will not (i) be chartered (or sub-chartered) to a Prohibited Person unless authorized under a specific
license issued by the U.S. Treasury Department Office of Foreign Assets Control ("OFAC"), (ii) make voyages to or from any Prohibited Country unless authorized under a specific or general license issued by OFAC, or (iii) be allowed to
carry any cargo from or destined to a Prohibited Country unless authorized under a specific or general license issued by OFAC.
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| (f) |
The Charterer covenants and agrees that it will conduct its businesses and manage its properties (including, but not limited to, operation of the Vessel) in
compliance with all applicable anti-money laundering laws, rules and regulations.
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| (g) |
Scrubber.
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| (1) |
the amount and correctness of any instalment paid by the Charterer under the Scrubber Supply Contract and evidence of the payment by the Charterer of such
instalment, and subject to the Owner being satisfied (such satisfaction in the Owner's sole discretion) that the Approved Scrubber will be or, as the case may be, is, in full compliance with the requirements of this Charter and the
Relevant Laws applicable as at the date on which the installation of the Approved Scrubber on the Vessel is completed, the Owner agrees to reimburse, or, as the case may be, procure that the Escrow Bank releases to, the Charterer for an
amount equal to such instalment paid by the Charterer under the Scrubber Supply Contract (each such payment by the Owner to the Charterer under this Section 6(g)(iv)(1), a "Scrubber Supply Payment"); and
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| (2) |
as to the payment by the Charterer of all amounts due and payable under the Scrubber Installation Contract and provided that (A) the Owner is satisfied (such
satisfaction in the Owner's sole discretion) that the Approved Scrubber has been installed on the Vessel in full compliance with the requirements of this Charter and the Relevant Laws applicable as at the date on which the installation
of the Approved Scrubber was completed and (B) that the Vessel has left the Shipyard, the Owner agrees to reimburse, or, as the case may be, procure that the Escrow Bank releases to, the Charterer for an amount equal to the amount paid
by the Charterer under the Scrubber Installation Contract (the payment by the Owner to the Charterer under this Section 6(g)(iv)(2), the "Scrubber
Installation Payment").
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| (1) |
the Owner shall be under no obligation to pay to the Charterer any sum in respect of the Approved Scrubber; and
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| (2) |
the Charterer shall pay to the Owner, and the Owner shall have received in clear and immediately available funds, no later than 17 November 2019, an amount
equal to the aggregate of all Scrubber Payments (such payment by the Charterer to be without set-off or deduction) (the "Scrubber Installation Refund"),
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| (1) |
the Owner shall be under no obligation to pay to the Charterer any sum in respect of the Approved Scrubber; and
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| (2) |
the Charterer shall pay to the Owner, and the Owner shall have received in clear and immediately available funds, no later than 14 January 2020, an amount
equal to the aggregate of all Scrubber Payments (such payment by the Charterer to be without set-off or deduction) (the "Scrubber Completion Refund"),
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| (1) |
following its installation on the Vessel in accordance with this Charter, the Approved Scrubber shall, for all purposes of this Charter and the Multipartite
Agreement, be deemed to be a Non-Severable Modification (as such term is defined in Section 8 (e)(i);
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| (2) |
all fees and charges incurred by the Owner by reason of any Scrubber Payment shall be paid for by the Charterer;
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| (3) |
notwithstanding any other provision of this Charter to the contrary, the Owner shall not be obliged to reimburse, or, as the case may be, cause the release by
the Escrow Bank, to the Charterer any amount in respect of the Approved Scrubber until such time as:
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| a) |
the Manufacturer shall have given to the Charterer, with copy to the Owner, a consent to assignment (such consent to be in the form and terms set out in
Appendix H of the MOA or such other form and / or terms acceptable to the Owner (such acceptability in the Owner's sole discretion);
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| b) |
the Charterer shall have delivered to the Manufacturer, with copy to the Owner, a notice of assignment in the form and on the terms appended at Part I of
Schedule 1 to the Scrubber Supply Contract Assignment; and
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| c) |
the Owner shall have received from the Manufacturer an acknowledgement of assignment in the form and on the terms appended at Part II of Schedule 1 to the
Scrubber Supply Contract Assignment.
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| (4) |
the Charterer shall not be entitled to install on the Vessel any exhaust emission abatement system which is not the Approved Scrubber; and
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| (5) |
to the extent that the Scrubber Amount exceeds the Scrubber Cost, the excess shall be retained by the Owner.
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| (h) |
The Owner acknowledges that as and from the Delivery Date, due to agreements reached in the MOA, the Owner shall be in receipt of a cash deposit from the
Seller in an amount equal to the Scrubber Amount. The Owner agrees to release in full the Scrubber Amount to the Escrow Account provided that the Escrow Agreement shall have been entered into among the Owner, the Charterer and the
Escrow Bank and that the Escrow Account shall have been opened by the Escrow Bank.
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| 7. |
Maintenance and Operation.
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| (a) |
Charterer's Control and Expenses. During the Charter Term, the
Charterer shall have exclusive control of the Vessel and shall be solely responsible for the maintenance and operation of the Vessel and, subject to the terms of this Charter, will operate, navigate, man and victual the Vessel at its
own cost and
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| (b) |
Maintenance and Repairs. During the Charter Term, the Charterer, at
its own cost and expense, will maintain the Vessel as necessary to keep the Vessel in class, clean, painted and in good running order, repair and condition in
accordance with good commercial practices, and in any event, in a manner that a prudent ship owner of vessels similar in age, type and trade to the Vessel would do, so that the Vessel shall be, insofar as due diligence can make it so,
tight, staunch, strong and well and sufficiently tackled, apparelled, furnished, equipped and in every respect seaworthy and in as good condition as when delivered hereunder, ordinary wear and tear excepted. In addition, the Charterer
shall, at the earlier of the next dry docking of the Vessel or such earlier date as required by the Classification Society and / or the United States Coast Guard (as applicable and as the case may be) and at its own cost and expense,
take all actions necessary to correct any Deficiencies. For the avoidance of doubt and notwithstanding any other term of this Charter, any and all costs and/or expenses whatsoever associated with satisfying and/or remedying any
conditions or recommendations of class shall always be for the Charterer's account. During the Charter Term, the Charterer will provide and pay for all such repairs, replacement parts, labor and materials as shall be necessary to keep
and maintain the Vessel in such condition. The Charterer additionally will maintain the Vessel's machinery in compliance with the requirements of any classification societies or regulatory agencies having authority over the Vessel and
its equipment. Upon the written request of the Owner, the Charterer will inform the Owner of the location of the maintenance records for the Vessel which are not kept on the Vessel. The Charterer will notify the Owner and the Head
Owner immediately of any accident involving the Vessel estimated to require repairs the cost of which will exceed United States Dollars Five Hundred Thousand (US$500,000). The Charterer shall also notify the Owner in advance of any
drydocking of the Vessel required by any classification society or regulatory agency having jurisdiction over the Vessel. The Owner may, at its sole risk and expense (but at the Charterer's sole risk and expense if an Event of Default
shall have occurred and be continuing) designate up to two persons to be present at any such drydocking,
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| (c) |
Reports and Rights of Inspections. The Charterer will keep proper
books of record and account in which full and correct entries will be made of all dealings or transactions of, or in relation to, the business and affairs of the Charterer respecting the Vessel in accordance with U.S. Generally Accepted
Accounting Principles ("US GAAP") consistently applied and on a consistent basis, and will furnish to the Owner or cause to be furnished to the
Owner:
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| (d) |
Lay-up. The Charterer shall be responsible for laying the Vessel up
in a safe and acceptable condition and location during such a time as the Vessel is not employed or seeking employment. During any such lay-up period, the Charterer shall ensure that the Vessel is adequately supervised and manned at all
times. The costs and expenses in any way related to such lay-up or any reactivation shall be paid by the Charterer.
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| 8. |
Alterations.
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| (a) |
Structural Modifications. The Charterer will not make any material
structural or other changes (other than the installation of the Approved Scrubber, which installation shall be in accordance with this Charter, including Section 6 (g)) in the Vessel (a "Modification") without the prior written consent of the Head Owner and the Owner, which consent of the Owner shall not be unreasonably withheld or delayed; provided that such Modification does
not in the Owner's reasonable opinion diminish (i) the fair market value of the Vessel or (ii) the useful economic life of the Vessel. No repairs or maintenance to the Vessel required by Section 7(b) above or 8(d) below shall constitute
a Modification for the purposes of this Section 8. For the avoidance of doubt, all Modifications will be made at the expense of the Charterer.
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| (b) |
Alterations and Restoration. Subject to the maintenance provisions
of this Charter, the Charterer may at any time alter or remove items of equipment, or may fit additional items of equipment required to render the Vessel available for a customer's purpose; provided the Charterer absorbs the cost and
time of such alterations and the Charterer restores prior to redelivery of the Vessel any items so altered or removed as the case may be. Such changes shall not be made without the appropriate approval of the Classification Society and
certifying authorities.
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| (c) |
Replacements. The Charterer shall from time to time during the
Charter Term, at its own cost and expense, replace such items of equipment on the Vessel as shall be so damaged or worn as to be unfit for use. Any replacement items of equipment, to the extent they replace items of equipment owned by
the Owner or the Head Owner, shall without further action become property of the Owner or the Head Owner, as the case may be.
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| (d) |
Required Modifications. Subject to Section 8(g) below, the
Charterer, at its own cost and expense, shall make all Modifications required by any applicable law or required by any governmental agency having jurisdiction over the
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| (e) |
Title to Modifications. Title to each Modification shall vest as
follows:
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| (f) |
Removal of Property. Subject to compliance, in all material
respects, with applicable law and so long as no Event of Default shall have occurred and be continuing, the Charterer may remove any Severable Modification to which the Head Owner does not have title, and any other property to which the
Charterer shall have title as provided in this Section 8, provided that the Charterer, at its own cost and expense and prior to the end of the Charter Term, shall repair any damage to the Vessel (or any part thereof) caused by such
removal.
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| (g) |
Contest of Requirements of Law. If, with respect to requirement of
applicable law or governmental agency having jurisdiction over the Vessel or requirement of the Classification Society (i) the Charterer is contesting diligently and in good faith by appropriate proceedings such requirement or (ii)
compliance with such requirement shall have been excused or exempted by a valid non-conforming use permit, waiver, extension or forbearance exempting the Charterer from such requirement or (iii) the Charterer shall be
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| 9. |
Insurance-General.
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| (a) |
Form of Insurance; Indemnity. All insurance required under this
Section shall be in such form and with such underwriters, companies or clubs as the Owner and the Head Owner shall reasonably approve. All insurance contracts shall (i) provide that the insurer's right of subrogation against the Owner
and/or
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| (b) |
Proof of Insurance. The Charterer shall furnish the Owner and the
Head Owner on the Delivery Date and, at such other times on request as soon as practically possible, and in any event at least annually, with copies of certificates of insurance (certificates of entry for Protection and Indemnity)
evidencing all insurance policies and showing the Owner, Sumitomo and the
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| (c) |
Forced Insurance. In the event the Charterer fails to procure and
maintain insurance in accordance with this Section 9, the Owner and/or the Head Owner may, but shall not be obligated to, effect and maintain the insurance or entries in a P&I Club (including on behalf of Sumitomo) as required
herein and to pay the premiums therefor and, upon the Owner's giving written notice and all relevant supporting invoices to the Charterer of the amounts of premiums and costs so incurred by either the Owner and/or the Head Owner, the
Charterer shall reimburse the Owner and/or the Head Owner, as applicable, for such amounts, together with interest thereon from the date of payment by the Owner and/or the Head Owner to the date of reimbursement, at the Default Rate,
not later than fifteen (15) days after such notice.
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| (d) |
Termination Due To Loss. This Charter shall be terminated due to a
total or constructive total loss or an agreed, arranged or compromised total loss of the Vessel as determined by underwriters ("Total Loss"), and Charter Hire pursuant to Section 5 shall be payable until the date on which underwriters make a determination that the event occurred which
gave rise to the Total Loss (the "Loss Termination Date"). Termination shall occur only upon payment of all amounts due under Section 9(e) below.
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| (e) |
Payments in Event of Total Loss. In the event of Total Loss of the
Vessel, the Owner, in lieu of any and all other claims and damages, shall receive from the Charterer, and the Charterer shall pay to the Owner, an amount equal to the sum of (i) any accrued and unpaid Charter Hire payable in accordance
with Section 5 calculated through and, if applicable, including, the Loss Termination Date; (ii) the Loss Value of the Vessel as of the date on Exhibit A-1 hereto that immediately precedes the Loss Termination Date (or, if the Loss
Termination Date is a Charter Hire Payment Date, the Loss Value of the Vessel as of such Loss Termination Date as set out in Exhibit A-1); provided,
however, if the event that gives rise to a Total Loss of the Vessel occurs prior to the first date listed on Exhibit A-1, the Loss Value shall be
the amount listed for the first date on such Exhibit A-1, (iii) interest on the amount referred to in Section 9(e)(ii) above from the Loss Termination Date until the date such amount is actually paid to, and received by, the Owner at
the Total Loss Rate, and (iv) any Additional Hire then due and owing. The Charterer's obligation to pay amounts set forth in (i), (ii), (iii) and (iv) (the "Total Loss Payment") above shall be absolute and shall be due to the Owner upon
the earlier of the Charterer's receipt of insurance proceeds and one hundred and ten (110) days following the Loss Termination Date. The Owner may, subject to the Charterer's consent, which consent shall not be unreasonably withheld,
and at the Owner's own expense, place additional total loss only coverage. Any proceeds paid under such additional total loss only insurance shall be paid directly by insurers to the Owner and shall not be included in the calculation
set forth above. The Charterer may place, at the Charterer's own cost and expense and as a separate policy from any insurances otherwise placed (or to
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| (f) |
Limitation of Liability. Nothing in this Charter shall be construed
or held to deprive the Owner, Sumitomo, the Charterer or the Vessel of any right to claim limitation of liability against third parties (other than the Head Owner) provided by any applicable statute of any jurisdiction.
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| (g) |
Wreck Removal. In the event the Vessel becomes a wreck or
obstruction to navigation, the Charterer shall, if required by applicable law, remove such wreck or obstruction and shall indemnify the Owner and the Head Owner against any sums whatsoever which the Owner and the Head Owner shall become
liable to pay or shall pay in consequence of the Vessel becoming a wreck or obstruction to navigation.
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| (h) |
Requisition. In the event that the Vessel shall be requisitioned
for hire, or otherwise taken by any governmental agency on the basis of a bareboat or time charter (other than a requisition of title or a taking which constitutes a Total Loss), during the Charter Term, the Charterer will continue to
pay Charter Hire and will collect and retain the compensation, reimbursements or awards for such requisition, or other taking of the Vessel received. If the Owner receives the compensation, reimbursements or awards, then, provided no
Event of Default shall have occurred and be continuing, the Owner agrees that it will turn over forthwith to the Charterer all compensation, reimbursements or awards for such requisition or other taking of the Vessel received by the
Owner. For the avoidance of doubt, if the Owner receives the compensation, reimbursements or awards and an Event of Default shall have occurred and be continuing, then the compensation, reimbursements or awards shall be applied in
accordance with Section 17.
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| 10. |
Liens.
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| 11. |
Mortgages; Financing; Subordination.
|
| (a) |
The Charterer hereby agrees that should the Owner and/or the Head Owner wish to mortgage the Vessel or assign this Charter in connection with any financing
arrangements of the Owner and/or the Head Owner, the Charterer shall agree to post notices of the mortgage and the Charter as reasonably required, execute such documents reasonably acknowledging the terms and existence of the mortgage,
and the assignment of charter, and otherwise cooperate reasonably with the Owner and/or the Head Owner and any mortgagee in respect of such financing. Any such mortgage shall provide that the Charterer shall have the right of quiet
enjoyment in its use of the Vessel so long as no Event of Default has occurred and is continuing under this Charter and further that such mortgage shall not impede (if applicable) any purchase option of the Charterer under the
Multipartite Agreement (which will be confirmed in a separate letter of quiet enjoyment in favour of the Charterer), and that notice of any event of default under such mortgage shall be promptly given to the Charterer. Any reasonable
costs and expenses associated with such activity will be borne by the Owner. Any mortgagee of the Vessel shall be qualified under applicable law and regulations to hold a mortgage on the Vessel without jeopardizing the Vessel's
registration with the Flag State. Any additional insurance costs arising from or related
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| (b) |
The Charterer hereby agrees that its right to use the Vessel and other rights related thereto, shall, in all respects, be subject, subordinate and junior to
the lien of any preferred mortgage or other security agreement created by the Owner and/or the Head Owner, and to the rights of the holder thereof, whether executed heretofore or hereafter (subject to the Charterer's rights of quiet
enjoyment under this Section 11 and its further rights set forth in Sections 12 and 14). After notice of default in payment or performance under any such mortgage or security agreement, subject always to the Charterer's continued right
of quiet enjoyment in its use of the Vessel, the Charterer may perform or pay Charter Hire for the Vessel to the holder of such security, and the same, to the extent of such payment, shall constitute payment of Charter Hire as if it had
been made to the Owner.
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| (c) |
The Owner agrees and confirms that, so long as no Event of Default hereunder has occurred and is continuing, the Charterer shall have exclusive possession,
control, and quiet enjoyment in its use of the Vessel during the Charter Term, subject to the conditions of this Charter, without hindrance or molestation by the Owner, or any other person claiming by, through or under the Owner.
|
| 12. |
End of Charter and Other Options.
|
| (a) |
On the last day of the Charter Term, unless an Event of Default or a failure to pay the whole or part of any Charter Hire on the due date thereof shall have
occurred and be continuing, the Charterer shall purchase the Vessel for (v) the respective Purchase Price as set forth below in Section 12 (d) (w) Basic Charter Hire due through and including the date of purchase, (x) any applicable
taxes (other than any taxes based upon or measured by the income of the Owner), (y) expenses of sale (including the Owner's and the Head Owner's reasonable counsel fees), and (z) any Additional Hire then due hereunder;
|
| (b) |
Subject to the terms and conditions of this Section 12, upon written notice from the Charterer to the Owner (with a copy to the Head Owner) setting forth the
Charter Hire Payment Date on which the Charterer wishes to purchase the Vessel and pay to the Owner the Purchase Option Payment Amount (as such term is defined below) (the "Purchase Option Notice") (such Purchase Option Notice to be given not less than one hundred and thirty (130) days prior to the Charter Hire Payment Date during the Charter Term on which the Charterer
wishes to purchase the Vessel), the Charterer shall have the option to, unless an Event of Default or a failure to pay the whole or part of any Charter Hire on the due date thereof shall have occurred and be continuing, purchase the
Vessel on the Charter Hire Payment Date set forth in the Purchase Option Notice for (v) the Purchase Price as set forth below in Section 12 (d) plus (w) Charter Hire due through and including the date of purchase (x) any applicable
taxes (other than any taxes based upon or measured by the net income (however denominated) of the Owner) (y) expenses of sale (including the Owner's and the Head Owner's reasonable counsel fees), (z) the amount due under clause 109 of
the Time Charter and (zz) either (i) plus any Arrangements Credit (as defined in Section 12(j)), or (ii) less any
|
| (c) |
Not less than one hundred and seventy (170) days prior to the end of the Charter Term, the Charterer shall provide the Owner with irrevocable written
confirmation of its purchase of the Vessel pursuant to Section 12(b). Should the Charterer fail to provide such confirmation or a notice pursuant to Section 12(b), the Charterer shall be obliged to purchase the Vessel in accordance with
Section 12(a).
|
| (d) |
If the Charterer:
|
| (e) |
ANY SALE OF THE VESSEL TO THE CHARTERER (OR AS THE CHARTERER MAY DIRECT, A NOMINEE) PURSUANT TO THIS SECTION 12 SHALL BE MADE WITHOUT ANY WARRANTIES BY THE
OWNER OR THE HEAD OWNER WHATSOEVER, EITHER EXPRESS OR IMPLIED, EXCEPT THAT THE OWNER, OR, AS THE CASE MAY BE, THE HEAD OWNER, SHALL WARRANT THAT THE VESSEL IS FREE AND CLEAR OF ANY LIENS OR ENCUMBRANCES CREATED BY OR THROUGH THE OWNER,
OR, AS THE CASE MAY BE, THE HEAD OWNER AND ITS PREDECESSORS IN TITLE EXCEPT FOR THE SELLER OR THE CHARTERER (OR ANY SUBSIDIARY OR AFFILIATE THEREOF) AND THAT THE OWNER, OR, AS THE CASE MAY BE, THE HEAD OWNER, IS TRANSFERRING WHATEVER
TITLE IT ORIGINALLY RECEIVED. WITHOUT LIMITING THE FOREGOING, ANY SUCH SALE SHALL BE ON AN "AS IS, WHERE IS" BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO TITLE (EXCEPT AS SET FORTH IN THE PREVIOUS SENTENCE) OR THE DESIGN,
MERCHANTABILITY, FITNESS FOR A PARTICULAR
|
| (f) |
For the purposes of establishing the Market Value (as such term is defined in Section 12(g) below) of the Vessel:
|
| (g) |
Subject to Section 12(f)(ii), each of the Charterer and the Owner shall instruct their respective Appointed Broker, and shall jointly instruct the Third
Broker, to consider the market value of the Vessel:
|
| (h) |
In the event that the Market Value is greater than the Floor Price as set forth in the "Floor Price" Column of Exhibit A-1 of this Charter on:
|
| (i) |
For the purposes of this Section 12, the "Approved Brokers" shall be deemed to mean:
|
| (j) |
If the Charterer exercises its early purchase option under Section 12(b) or if the Owner, by written notice to the Charterer, declares the Charterer in
default hereunder pursuant to Section 17 and the Event of Default in question is an Event of Default under the Bareboat Charter, and the Charterer is entitled to purchase the Vessel pursuant to the terms of clause 5 of the Multipartite
Agreement and the Vessel is to be acquired by the Charterer pursuant to such terms, no later than three (3) Business Days before the date of transfer of ownership of the Vessel to the Charterer, the Owner shall notify the Charterer of
such amount as the Owner certifies that, as a result of the exercise by the Charterer of its early purchase option under Section 12(b) or the exercise by the Charterer of its option in accordance with clause 5 of the Multipartite
Agreement, the Owner shall either be: (i) in credit ("Arrangements Credit") or (ii) in debit ("Arrangements Debit"), as a result (including all the Owner's losses, damages, liabilities, expenses
and costs incurred by the Owner in association therewith) of terminating, reversing or unwinding any interest rate swap arrangements from or with other persons (including, but not limited to, the Head Owner).
|
| (k) |
Unless and until all the applicable foregoing payments and performance set forth in this Section 12 have been made and/or performed in full by the Charterer,
the Charterer's obligations under this Charter, including, without limitation, the obligation to pay Charter Hire for the Vessel, shall continue in full force and effect.
|
| 13. |
Representations and Warranties; Owner Covenants.
|
| (a) |
Charterer's Representations. The Charterer represents, warrants,
covenants, and agrees to and with the Owner that: (i) the Charterer is a company duly organized, validly existing, and in good standing under the laws of the Republic of the Marshall Islands, has the power to own its property and
assets, and is duly qualified in each jurisdiction where the nature of its operations requires such qualification, (ii) the execution, delivery, and performance of this Charter are within the Charterer's power, have been duly authorized
by all
|
| (b) |
Owner's Representations and Covenants. The Owner represents,
warrants, covenants, and agrees to and with the Charterer that (i) the Owner is a company organized, existing, and in good standing under the laws of Switzerland, (ii) the Owner has the requisite limited liability company power and
authority to hold title to the Vessel and to enter into and carry out the transactions contemplated and to execute, deliver and perform under this Charter; (iii) the execution, delivery, and performance of this Charter do not contravene
the provisions of the certificate of organization or regulations, or similar documents, of the Owner, or violate any judgment, order or decree applicable to the Owner or result in any violation of, or conflict with, or constitute a
default under, or subject the Vessel to any lien of, any indenture, contract, agreement or other instrument applicable to the Owner, (iv) this Charter constitutes the legal, valid and binding obligation of the Owner enforceable against
the Owner in accordance with its terms, and (v) the Owner will not create or permit to exist, any lien or encumbrance on or against the Vessel that arises out of the express action or omission of the Owner, other than a mortgage
permitted under Section 11 (and the Owner will have sole responsibility for any such Mortgage).
|
| 14. |
Assignment; Sub-bareboat Charter.
|
| 15. |
Logo and Vessel Names.
|
| 16. |
Notices.
|
| 17. |
Defaults; Remedies.
|
| (a) |
Events of Default. Any one or more of the following is an Event of
Default ("Event of Default") by the Charterer:
|
| (b) |
Remedies. At any time that an Event of Default has occurred and is
continuing, the Owner, by written notice to the Charterer, may declare the Charterer in default hereunder, in which case the Owner shall be entitled to pursue all remedies available at law or in equity or in admiralty, including,
without limitation, the following remedies:
|
| (1) |
to pay all of the Owner's and the Head Owner's costs, charges and expenses incurred in taking, moving, laying-up, holding, repairing, selling, chartering or
otherwise disposing of the Vessel;
|
| (2) |
to the extent not previously paid by the Charterer, to pay the Owner all sums (including Loss Value as provided in Section 17(b)(iii) above) due by the
Charterer under this Charter (including any amount due under clause 109 of the Time Charter) and any Swap Loss (as such term is defined in this Section 17(b);
|
| (3) |
to reimburse the Charterer for any Loss Value previously paid by the Charterer to the Owner in accordance with Section 17(b)(iii) above; and
|
| (4) |
any sums remaining shall be remitted to the Charterer.
|
| (c) |
Multipartite. If the Owner, by written notice to the Charterer,
declares the Charterer in default under this Charter pursuant to this Section 17 and the Event of Default in question is a Relevant Event of Default (as defined below), and the Charterer is entitled to purchase the Vessel pursuant to
the terms of clause 5.1 of the Multipartite Agreement and the Vessel is to be acquired by the Charterer pursuant to such terms, then prior to the Charterer's purchase of the Vessel pursuant to the terms of clause 5.1 of the Multipartite
Agreement the Charterer shall pay to the Owner (v) Charter Hire due through and including the date of purchase, (w) any applicable taxes (other than any taxes based upon or measured by the net income (however denominated) of the Owner),
(x) expenses of sale (including the Owner's and the Head Owner's reasonable counsel fees), (y) the amount due under clause 109 of the Time Charter and (z) either (i) plus any Arrangements Credit (as defined in Section 12(j)), or (ii)
less any Arrangements Debit (as defined in Section 12(j)) ((v), (w), (x), (y) and (z) together, the "Outstanding Balance"). For the purposes of
this Charter, a "Relevant Event of Default" means an Event of Default under the Bareboat Charter which was caused in whole or in part by the act
or omission of the Charterer.
|
| (d) |
In the event that the Owner receives a Default Notice (as such term is defined in the Multipartite Agreement) under the Multipartite Agreement, and provided
that: (A) there is no Relevant Event of Default; (B) the Head Owner has transferred title to the Vessel to the Charterer (or its nominee, as the case may be) pursuant to clause 5.1 of the Multipartite Agreement; (C) no Event of Default
under this Charter or a failure to pay the whole or part of any Charter Hire on the due date thereof shall have occurred and be continuing as at the time at which the Head Owner transferred title to the Vessel to the Charterer (or its
nominee, as the case may be); and (D) the Owner has not given to the Head Owner a notice of the nature described in clause 5.2 of the Multipartite Agreement, then, no later than the date falling fourteen (14) days after the date on
which the title to the Vessel was transferred by the Head Owner to the Charterer (or its nominee, as the case may be) the Owner agrees to permit the release from the Escrow Account to the Charterer of an amount equal to the balance (if
any) of the Adjusted Funds (as such term is defined in the Escrow Agreement) in the Escrow Account as at the date on which title to the Vessel was transferred by the Head Owner to the Charterer (or its nominee, as the case may be).
|
| (e) |
Notwithstanding any other provision of this Charter, in the event that this Charter is terminated pursuant to the terms of clause 4.6 of the Multipartite
Agreement, the Parties unconditionally and irrevocably agree that the following Sections shall survive (or as the case may be shall be deemed to survive) such termination of this Charter and are expressly made for the benefit of, and
shall be enforceable by, the Owner, its successors and assigns: Section 16 (Notices); Section 17 (Defaults; Remedies); Section 19 (Income Tax); Section 20 (Law and Jurisdiction); Section 25 (Waiver); and Section 26 (No Remedy
Exclusive).
|
| 18. |
Indemnification, Withholding and Certain Agreements.
|
| (a) |
Owner's Indemnification of the Charterer. The Owner agrees to
indemnify, defend, and hold harmless the Charterer from all damages or costs arising as a result of (i) the Owner's violation of any law or regulation of the jurisdiction in which the Owner is organized or maintains its principal office
(other than a violation that would not have occurred but for the use, operation or presence of the Vessel or any part thereof in the relevant jurisdiction or the failure of the Charterer to perform its obligations under this Charter or
any act or omission of the Charterer), (ii) the gross negligence or wilful misconduct of the Owner unless such gross negligence or wilful misconduct is imputed to the Owner as a result of any act or omission of the Charterer or any
failure of the Charterer to perform its obligations under this Charter, or (iii) the failure of the Owner to pay any taxes which the Owner is required by law to pay.
|
| (b) |
Charterer's Indemnification of the Owner and the Head Owner. The
Charterer hereby assumes liability for, and shall defend, indemnify and hold harmless the Indemnified Parties (for the purposes of this Section 18, "Indemnified
Parties" means: the Owner, the Head Owner and any of their affiliates and any mortgagee of the Vessel, whose identity the Owner has notified the Charterer of, and each of their respective successors and assigns, and the
directors, officers, employees, representatives, agents and servants of any of the foregoing, and each an "Indemnified Party") from and against
any and all Claims (as hereinafter defined) which may be imposed on, incurred by or asserted against any of the Indemnified Parties, the Vessel and/or the Approved Scrubber (in each case whether or not also indemnified against pursuant
to any other agreement or by any other person), regardless of when asserted (whether after or during the Charter Term) and in any way relating to or arising out of any of the following: the documentation, registry, possession, use,
operation, lay-up, chartering, subchartering, condition, maintenance, repair, and return of the Vessel and/or the Approved Scrubber, as applicable. Notwithstanding the foregoing, the Charterer shall not be obligated to indemnify any
Indemnified Party in respect of any act or omission constituting gross negligence, wilful misconduct, fraud or a criminal act (other than a criminal act that would not have occurred but for the use, operation or presence of the Vessel
or any part thereof in the relevant jurisdiction or the failure of the Charterer to perform its obligations under this Charter or but for any act or omission of the Charterer) by such Indemnified Party, or its agents or representatives.
The Charterer agrees to further indemnify, defend and hold harmless each Indemnified Party and the Vessel from and against all liens created and imposed on the Vessel other than those caused by Owner's or, as the case may be, the Head
Owner's own actions, and in the event of the seizure of the Vessel under legal process to enforce such lien or asserted lien, the Charterer shall secure the prompt release of the Vessel by payment of same or otherwise as may be
appropriate. The Owner's right to Charter Hire as provided for in Section 5 of this Charter shall not be suspended during any time when the Vessel is under seizure by legal process as a result of such liens or asserted liens. As used
herein, "Claims" shall mean any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses, fines, penalties and disbursements (including, without limitation, reasonable attorneys' fees,
litigation expenses and investigatory fees and disbursements)
|
| (g) |
For the purposes of this Section 18, an "Indemnified Tax"
means all Taxes, regardless of how or when such Taxes are imposed, incurred or asserted (whether imposed on, incurred by or asserted against the Vessel or the Owner or the Charterer or otherwise) arising out of, in connection with or
otherwise relating to the Vessel or this Charter or any of the transactions contemplated in or done pursuant to this Charter (including the Owner's chartering of the Vessel from the Head Owner, and chartering of the Vessel during the
term of this Charter), provided that the Charterer shall have no obligation under this Section 18 to indemnify a Tax Indemnitee for the following Taxes ("Excluded
Taxes"):
|
| (c) |
Proof of Payment – Taxes. Promptly upon the written request of the
Owner, the Charterer shall provide to the Owner copies of all documentation and proof of payment of any Taxes.
|
| (d) |
Survival. The obligations of the Owner and the Charterer under this
Section 18 shall survive the expiration or earlier termination or cancellation of this Charter and are expressly made for the benefit of, and shall be enforceable by, the party to which the obligations are owed, and its successors and
assigns.
|
| (e) |
No Limitation. Except as otherwise limited herein, it is the intent
of the Parties that all indemnity obligations or liabilities assumed by the Parties under this Charter be without limit and without regard to the cause or causes thereof (including pre-existing conditions), the unseaworthiness of any
vessel, strict liability or the negligence of any party or parties, whether such negligence be sole, joint or concurrent, active or passive.
|
| (f) |
Consequential Damages. Neither Party shall be liable to the other
Party for any consequential or special damages, arising out of, resulting from or relating in any way to this Charter, irrespective of the negligence or fault of any party.
|
| 19. |
Income Tax
|
| 20. |
Law and Jurisdiction
|
| (a) |
Governing Law. This Charter is governed by and interpreted in
accordance with the general maritime laws of the United States and, to the extent they are not applicable, the internal laws of the State of New York (without regard to New York's conflict of laws provisions).
|
| (b) |
Venue. All judicial actions by any party to enforce any provision
of this Charter shall, if requested by the Owner, be brought in the United States District Court for the Southern District of New York or the state court of
|
| (c) |
JURY TRIAL WAIVER. EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE
TO TRIAL BY JURY TO EVERY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS CHARTER.
|
| (d) |
Service of Process. Service of process may be made on the Charterer
or the Guarantor by mailing or delivering a copy of such process to the Charterer c/o the Guarantor at the Guarantor's address listed below (with a copy to the Charterer at its address identified in or in accordance with Section 16), or
to any new address of the Guarantor of which the Owner has been notified by the Charterer. The Charterer hereby irrevocably authorises and directs the Guarantor to accept such service on its behalf at such address. As an alternative
method of service, the Charterer also irrevocably consents to the service of any and all process, postage prepaid, in any such action or proceeding by mailing a copy of such process to the Guarantor with a copy to the Charterer at its
address identified in or in accordance with Section 16. Nothing herein shall affect the right to effect service of process in any other manner permitted by law.
|
| 21. |
Salvage.
|
| 22. |
War.
|
| (b) |
The Charterer shall have the liberty:
|
| 23. |
Assignment of Insurances.
|
| (a) |
Collateral. In order to secure all obligations of the Charterer
owing to the Owner under this Charter, the Charterer hereby assigns to the Head Owner with first priority and to the Owner with second priority, all of the Charterer's right, title and interest in and to all policies and contracts of
insurance, including, without limitation, all entries in any protection and indemnity or war risks association or club, which are from time to time taken out in respect of the Vessel, her hull, machinery, freight, disbursements, profits
or otherwise, and all the benefits thereof, including, without limitation, all claims of whatsoever nature arising under such policies, as well as all amounts due from underwriters under any such insurance whether as payment of losses,
or as return premiums, or otherwise (collectively, the "Insurances"), and any proceeds of any of the foregoing. No later than the Delivery Date the Charterer shall give each underwriter notice of the assignment of insurances contained
herein in the form and terms attached as Exhibit B to this Charter (or in such other form and terms as the Owner may reasonably require) and procure that the loss payable clauses as attached to Exhibit B to this Charter (or loss payable
clauses otherwise in a form and terms satisfactory to the Owner and the Head Owner) shall have been duly endorsed on the insurances.
|
| (b) |
No Obligation to Perform. The Charterer hereby agrees and covenants
that, notwithstanding the provisions of this Section 23, neither the Owner nor the Head Owner shall have any of the Charterer's obligations under any Insurances.
|
| 24. |
Change of Ownership.
|
| 25. |
Waiver. No waiver by either Party of any breach by the other of any
obligation, agreement or covenant hereunder shall be deemed to be a waiver of that or any subsequent breach of the same or any other covenant, agreement or obligation nor shall any forbearance by any Party to seek a remedy for any
breach by the other Party may be deemed a waiver by such Party of its rights or remedies with respect to such breach, unless such waiver is in each case in writing duly executed by such Party.
|
| 26. |
No Remedy Exclusive. Each and every right, power and remedy given
to the Owner in this Charter shall be cumulative and in addition to every other right, power and remedy herein or therein given now or hereafter existing at law, in equity, in admiralty, by statute or otherwise. Each and every right,
power and remedy whether given therein or otherwise existing may be exercised from time to time as often and in such order as may be determined by the Owner, and neither the failure or delay in exercising any power or right nor the
exercise or partial exercise of any right, power or remedy shall be construed to be a waiver of or acquiescence in any default therein; nor shall the acceptance of any security or of any payment of or on account of any loan, promissory
note, advance, obligation, expense, interest or fees maturing after an Event of Default or of any payment on account of any past default shall be construed to be a waiver of any right to take advantage of any future default or of any
past default not completely cured thereby.
|
| 27. |
Entire Agreement; Amendment. This Charter and its exhibits and
schedules constitute the entire agreement between the Parties relating to the subject matter of this Charter and supersedes all prior agreements and undertakings of the Parties, whether oral or written, in connection herewith. No
amendment of this Charter shall be valid unless made in writing and signed by each of the Parties and consented to by the Head Owner.
|
| 28. |
Counterparts. This Charter may be executed in one or more
counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. It is the express intent of the Parties to be bound by the exchange of signatures on this Charter via
Portable Document Format (PDF), which the Parties agree shall constitute an original writing for all legal purposes.
|
| 29. |
Severability. The Owner and the Charterer agree that with respect
to any specific provision of this Charter that is held by any court or other constituted legal authority to be void or otherwise unenforceable in any particular manner, the Parties consider and permit this Charter to be amended in such
manner as may be required in order to cause said provision and all other terms of this Charter to remain binding and enforceable against the Owner and the Charterer.
|
| 30. |
Captions. The captions in this Charter are for convenience and
reference only and shall not define or limit any of the terms or provisions, or otherwise affect the construction, of this Charter.
|
| 31. |
Binding Effect. Subject to Section 14, this Charter shall be
binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.
|
| 32. |
Interpretation. References to "Sections" in this Charter are
sections of this Charter. The words "include(s)" and "including" shall be construed as being followed by the words "without limitation".
|
|
CARGILL INTERNATIONAL SA
|
||
|
By:
|
/s/ George Wells |
|
|
Name:
|
George Wells |
|
|
Title:
|
Assistant Vice President |
|
|
CHARTERER
|
||
|
CHAMPION MARINE CO.
|
||
|
By:
|
/s/ Theodora Mitropetrou
|
|
|
Name:
|
Theodora Mitropetrou
|
|
|
Title:
|
Attorney-in-fact
|
|
|
Part 1
|
|
|
First Daily Charter Hire Rate
Comprised of:
|
US$ 8,250 per day
|
|
Scrubber Element: US$ 350 per day
Vessel Element: US$ 7,900 per day
|
|
|
Part 2
|
|
|
Second Daily Charter Hire Rate
Comprised of:
|
US$ 9,640 per day
|
|
Scrubber Element: US$ 1,740 per day
Vessel Element: US$ 7,900 per day
|
|
Payment Number
|
Payment Date
|
Loss Value $
|
Loss Value as a % of Original Vessel Cost
|
Floor Price $
|
Purchase
Price $ |
Loss Value/ Purchase Price attributable to Vessel ($)
|
Loss Value/Purchase Price attributable to Scrubber ($)
|
|
0
|
07/11/2018
|
26,250,000.00
|
100.00%
|
30,000,000.00
|
26,250,000.00
|
23,500,000.00
|
2,750,000.00
|
|
1
|
07/12/2018
|
26,100,588.22
|
99.43%
|
29,862,500.00
|
26,100,588.22
|
23,350,588.22
|
2,750,000.00
|
|
2
|
07/01/2019
|
25,950,632.34
|
98.86%
|
29,725,630.21
|
25,950,632.34
|
23,200,632.34
|
2,750,000.00
|
|
3
|
07/02/2019
|
25,800,130.37
|
98.29%
|
29,589,387.74
|
25,800,130.37
|
23,050,130.37
|
2,750,000.00
|
|
4
|
07/03/2019
|
25,649,080.31
|
97.71%
|
29,453,769.71
|
25,649,080.31
|
22,899,080.31
|
2,750,000.00
|
|
5
|
07/04/2019
|
25,497,480.19
|
97.13%
|
29,318,773.26
|
25,497,480.19
|
22,747,480.19
|
2,750,000.00
|
|
6
|
07/05/2019
|
25,345,327.99
|
96.55%
|
29,184,395.55
|
25,345,327.99
|
22,595,327.99
|
2,750,000.00
|
|
7
|
07/06/2019
|
25,192,621.70
|
95.97%
|
29,050,633.74
|
25,192,621.70
|
22,442,621.70
|
2,750,000.00
|
|
8
|
07/07/2019
|
25,039,359.30
|
95.39%
|
28,917,485.00
|
25,039,359.30
|
22,289,359.30
|
2,750,000.00
|
|
9
|
07/08/2019
|
24,885,538.78
|
94.80%
|
28,784,946.53
|
24,885,538.78
|
22,135,538.78
|
2,750,000.00
|
|
10
|
07/09/2019
|
24,731,158.09
|
94.21%
|
28,653,015.53
|
24,731,158.09
|
21,981,158.09
|
2,750,000.00
|
|
11
|
07/10/2019
|
24,576,215.19
|
93.62%
|
28,521,689.20
|
24,576,215.19
|
21,826,215.19
|
2,750,000.00
|
|
12
|
07/11/2019
|
24,420,708.05
|
93.03%
|
28,390,964.80
|
24,420,708.05
|
21,670,708.05
|
2,750,000.00
|
|
13
|
07/12/2019
|
24,222,607.27
|
92.28%
|
28,260,839.54
|
24,222,607.27
|
21,514,634.60
|
2,707,972.66
|
|
14
|
07/01/2020
|
24,023,785.07
|
91.52%
|
28,131,310.69
|
24,023,785.07
|
21,357,992.79
|
2,665,792.28
|
|
15
|
07/02/2020
|
23,824,238.82
|
90.76%
|
28,002,375.52
|
23,824,238.82
|
21,200,780.54
|
2,623,458.28
|
|
16
|
07/03/2020
|
23,623,965.89
|
90.00%
|
27,874,031.30
|
23,623,965.89
|
21,042,995.77
|
2,580,970.13
|
|
17
|
07/04/2020
|
23,422,963.64
|
89.23%
|
27,746,275.32
|
23,422,963.64
|
20,884,636.40
|
2,538,327.24
|
|
18
|
07/05/2020
|
23,221,229.40
|
88.46%
|
27,619,104.89
|
23,221,229.40
|
20,725,700.34
|
2,495,529.06
|
|
19
|
07/06/2020
|
23,018,760.52
|
87.69%
|
27,492,517.33
|
23,018,760.52
|
20,566,185.49
|
2,452,575.03
|
|
20
|
07/07/2020
|
22,815,554.31
|
86.92%
|
27,366,509.96
|
22,815,554.31
|
20,406,089.74
|
2,409,464.57
|
|
21
|
07/08/2020
|
22,611,608.09
|
86.14%
|
27,241,080.12
|
22,611,608.09
|
20,245,410.98
|
2,366,197.11
|
|
22
|
07/09/2020
|
22,406,919.17
|
85.36%
|
27,116,225.17
|
22,406,919.17
|
20,084,147.07
|
2,322,772.09
|
|
23
|
07/10/2020
|
22,201,484.83
|
84.58%
|
26,991,942.47
|
22,201,484.83
|
19,922,295.90
|
2,279,188.94
|
|
24
|
07/11/2020
|
21,995,302.38
|
83.79%
|
26,868,229.40
|
21,995,302.38
|
19,759,855.32
|
2,235,447.06
|
|
25
|
07/12/2020
|
21,788,369.08
|
83.00%
|
26,745,083.35
|
21,788,369.08
|
19,596,823.18
|
2,191,545.90
|
|
26
|
07/01/2021
|
21,580,682.19
|
82.21%
|
26,622,501.72
|
21,580,682.19
|
19,433,197.34
|
2,147,484.86
|
|
27
|
07/02/2021
|
21,372,238.98
|
81.42%
|
26,500,481.92
|
21,372,238.98
|
19,268,975.62
|
2,103,263.36
|
|
28
|
07/03/2021
|
21,163,036.69
|
80.62%
|
26,379,021.38
|
21,163,036.69
|
19,104,155.86
|
2,058,880.82
|
|
29
|
07/04/2021
|
20,953,072.55
|
79.82%
|
26,258,117.53
|
20,953,072.55
|
18,938,735.89
|
2,014,336.66
|
|
30
|
07/05/2021
|
20,742,343.79
|
79.02%
|
26,137,767.82
|
20,742,343.79
|
18,772,713.51
|
1,969,630.28
|
|
31
|
07/06/2021
|
20,530,847.63
|
78.21%
|
26,017,969.72
|
20,530,847.63
|
18,606,086.53
|
1,924,761.10
|
|
32
|
07/07/2021
|
20,318,581.27
|
77.40%
|
25,898,720.69
|
20,318,581.27
|
18,438,852.75
|
1,879,728.52
|
|
33
|
07/08/2021
|
20,105,541.91
|
76.59%
|
25,780,018.22
|
20,105,541.91
|
18,271,009.96
|
1,834,531.94
|
|
34
|
07/09/2021
|
19,891,726.73
|
75.78%
|
25,661,859.80
|
19,891,726.73
|
18,102,555.95
|
1,789,170.78
|
|
35
|
07/10/2021
|
19,677,132.90
|
74.96%
|
25,544,242.95
|
19,677,132.90
|
17,933,488.48
|
1,743,644.42
|
|
36
|
07/11/2021
|
19,461,757.60
|
74.14%
|
25,427,165.17
|
19,461,757.60
|
17,763,805.33
|
1,697,952.27
|
|
37
|
07/12/2021
|
19,245,597.97
|
73.32%
|
25,310,623.99
|
19,245,597.97
|
17,593,504.24
|
1,652,093.73
|
|
38
|
07/01/2022
|
19,028,651.16
|
72.49%
|
25,194,616.97
|
19,028,651.16
|
17,422,582.98
|
1,606,068.19
|
|
39
|
07/02/2022
|
18,810,914.30
|
71.66%
|
25,079,141.64
|
18,810,914.30
|
17,251,039.27
|
1,559,875.03
|
|
40
|
07/03/2022
|
18,592,384.52
|
70.83%
|
24,964,195.57
|
18,592,384.52
|
17,078,870.86
|
1,513,513.66
|
|
41
|
07/04/2022
|
18,373,058.92
|
69.99%
|
24,849,776.34
|
18,373,058.92
|
16,906,075.48
|
1,466,983.45
|
|
42
|
07/05/2022
|
18,152,934.62
|
69.15%
|
24,735,881.54
|
18,152,934.62
|
16,732,650.83
|
1,420,283.79
|
|
43
|
07/06/2022
|
17,932,008.69
|
68.31%
|
24,622,508.74
|
17,932,008.69
|
16,558,594.62
|
1,373,414.07
|
|
44
|
07/07/2022
|
17,710,278.23
|
67.47%
|
24,509,655.58
|
17,710,278.23
|
16,383,904.56
|
1,326,373.67
|
|
45
|
07/08/2022
|
17,487,740.30
|
66.62%
|
24,397,319.66
|
17,487,740.30
|
16,208,578.33
|
1,279,161.96
|
|
46
|
07/09/2022
|
17,264,391.95
|
65.77%
|
24,285,498.61
|
17,264,391.95
|
16,032,613.63
|
1,231,778.32
|
|
47
|
07/10/2022
|
17,040,230.25
|
64.92%
|
24,174,190.07
|
17,040,230.25
|
15,856,008.12
|
1,184,222.13
|
|
48
|
07/11/2022
|
16,815,252.23
|
64.06%
|
24,063,391.70
|
16,815,252.23
|
15,678,759.48
|
1,136,492.75
|
|
49
|
07/12/2022
|
16,589,454.91
|
63.20%
|
23,953,101.16
|
16,589,454.91
|
15,500,865.35
|
1,088,589.56
|
|
50
|
07/01/2023
|
16,362,835.31
|
62.33%
|
23,843,316.11
|
16,362,835.31
|
15,322,323.39
|
1,040,511.92
|
|
51
|
07/02/2023
|
16,135,390.44
|
61.47%
|
23,734,034.25
|
16,135,390.44
|
15,143,131.24
|
992,259.20
|
|
52
|
07/03/2023
|
15,907,117.29
|
60.60%
|
23,625,253.26
|
15,907,117.29
|
14,963,286.54
|
943,830.75
|
|
53
|
07/04/2023
|
15,678,012.85
|
59.73%
|
23,516,970.84
|
15,678,012.85
|
14,782,786.90
|
895,225.95
|
|
54
|
07/05/2023
|
15,448,074.08
|
58.85%
|
23,409,184.73
|
15,448,074.08
|
14,601,629.93
|
846,444.15
|
|
55
|
07/06/2023
|
15,217,297.95
|
57.97%
|
23,301,892.63
|
15,217,297.95
|
14,419,813.26
|
797,484.69
|
|
56
|
07/07/2023
|
14,985,681.42
|
57.09%
|
23,195,092.29
|
14,985,681.42
|
14,237,334.47
|
748,346.95
|
|
57
|
07/08/2023
|
14,753,221.41
|
56.20%
|
23,088,781.45
|
14,753,221.41
|
14,054,191.15
|
699,030.26
|
|
58
|
07/09/2023
|
14,519,914.86
|
55.31%
|
22,982,957.87
|
14,519,914.86
|
13,870,380.89
|
649,533.97
|
|
59
|
07/10/2023
|
14,285,758.69
|
54.42%
|
22,877,619.31
|
14,285,758.69
|
13,685,901.25
|
599,857.44
|
|
60
|
07/11/2023
|
14,050,749.80
|
53.53%
|
22,772,763.56
|
14,050,749.80
|
13,500,749.80
|
550,000.00
|
|
CHAMPION MARINE CO.
|
CARGILL INTERNATIONAL SA
|
|||
|
By:
|
By:
|
|||
|
Name:
|
Name:
|
|||
|
Title:
|
Title:
|
|||
| (A) |
Until CFT INVESTMENTS 1 LLC (together with its successors and assigns, the "Owner") shall have notified underwriters to the contrary,
|
| (1) |
Except as provided in subsection (2) of this Clause (A), any claim under the insurance policy in respect of the M.V. "CHAMPIONSHIP" with IMO No. 9403516 (the
"Vessel") (other than in respect of a total loss), up to and including the amount of United States Dollars One Million (US$1,000,000) shall be
paid:
|
| i. |
directly for the repair, salvage or other charges involved; or
|
| ii. |
if Cargill International SA (the "Charterer") shall have first
fully repaired the damage or paid all of the salvage or other charges, to the Charterer as reimbursement therefor as its interests may appear; or
|
| iii. |
if Champion Marine Co. (the "Sub-Charterer") shall have first fully
repaired the damage or paid all of the salvage or other charges, to the Sub-Charterer as reimbursement therefor as its interests may appear,
|
| (2) |
Any claim in respect of a total loss, and any claim of any nature (whether on account of the loss of or damage to the Vessel, on account of return premiums,
or otherwise) in excess of United States Dollars One Million (US$1,000,000) or during the continuance of an Event of Default:
|
| i. |
by the Charterer under the bareboat charter agreement (between the Owner and the Charterer) with respect to the Vessel (notice of which Event of Default shall
be provided by the Owner to the insurers); and/or
|
| ii. |
by the Sub-Charterer under the sub-bareboat charter agreement (between the Charterer and the Sub- Charterer) with respect to the Vessel (notice of which Event
of Default shall be provided by the Owner and/or the Charterer to the insurers),
|
| (B) |
The underwriters agree to advise the Owner and the Charterer:
|
| (1) |
If any insurer cancels or gives notice of cancellation of any insurance (other than war risks) or entry at least fourteen (14) days before such cancellation
is to take effect, unless the insurer cancels such insurance because of non-
|
| (2) |
Of any material change in the terms and conditions of the aforesaid insurance policies or non-renewal at least fourteen (14) days before such change or
non-renewal is to take effect.
|
|
THE OWNERS:
CHAMPION MARINE CO.
|
THE CHARTERERS:
CARGILL INTERNATIONAL S.A.
|
|
|
|
|
|
|
|
Flag:
|
LIBERIA
|
|
Built:
|
16 JUNE 2011
|
|
Classification:
|
BUREAU VERITAS (BV)
|
|
Description:
|
BULK CARRIER CSR CPS(WBT) BC-A (maximum cargo density
3.00 t/m3; holds 2,4,6 and 8 may be empty) ESP GRAB(30),
Unrestricted navigation, AUT-UMS (CS), MON-SHAFT, INWATER
SURVEY
|
|
Deadweight:
|
179237.7 MT
|
|
Summer Draft:
|
18.322 M
|
|
IMO NUMBER:
|
9403516
|
|
LOA:
|
292 Mtrs
|
|
Beam (Moulded):
|
45.00 Mtrs
|
|
Depth (Moulded):
|
24.80 Mtrs
|
|
TPC:
|
122.4
|
|
Constants:
|
350 MTs
|
|
GRT:
|
93196
|
|
Net Tons:
|
59298
|
|
Suez:
|
NET 87180.62 / GT 93878.63
|
|
Speed & Consumption:
|
UP TO AND INCL BF4 AND DSS3 AND NO SWEEL OR ADV
CURRENT AS FOLLOWS: 14.0 / 13.0 KTS ON ABT 56 / 49 MT
LADEN AND 14.0 / 13.0 KTS ON ABT 44 / 39 MT BALLAST IFO
380 + 3.5 MT IFO + 0.3 MDO AXU NDAS.
IN PORT ABT 6.0 WKG / 3.5 MT IDLE IFO380 PLUS ABT 2MT IFO
380 FOR BOILER WHEN BALLASTING / DEBALLASTING
OR DURING HOLDS CLEANING VESSEL BURNS ABT 3.0 MT
IFO 380 PLUS.
GRADE OF FUEL IFO 380 ISO 8217 2017 WHERE AVAILABLE /
IF NOT ISO 8217 2015
|
|
Remark:
|
For scrubber fitted vessel an increase of about 2% at the SFOC or
about 2MTs per day for the main engine and the auxiliaries due to
backpressure and scrubber equipment
|
|
Main Engine:
|
1 x MAN B&W 6S70ME-C MCR 18660KW X 91RPM NCR
15861KW x 86.2RPM
|
|
Holds/Hatches:
|
9 HOLDS / 9 HATCHES
|
|
HATCH SIZES:
|
No. 1+9: 15.64 m x 17.20 m
No 2-8: 15.64 m x 20.60 m
|
|
Hold Capacities:
|
NO. 1: 19364.0, NO. 2: 22320.7 NO. 3: 22404.9, NO. 4: 22404.9, NO.
5: 23203.5, NO. 6: 23217.7 NO. 7: 22406.9, NO. 8: 22040.4, NO. 9:
20235.5, TOTAL:
187598.5
|
|
Owners P&I Club:
|
THE LONDON P&I CLUB
|
|
Owners:
|
Champion Marine Co.,
of the Marshall Islands
c/o Seanergy Management Corp.
154 Vouliagmenis Avenue, 16674 Glyfada, Greece
|
|
Managers:
|
V.SHIPS LIMITED
|
| – |
Only necessary shore personnel to be allowed on board the Vessel;
|
| – |
Vetting personnel coming on board, rejecting anyone with obvious symptoms e.g. coughing, high fever / sweating to be refused for boarding;
|
| – |
Shore personnel and ship's crew to wear masks, gloves etc. prior going on board and thereafter;
|
| – |
No shore personnel to enter the superstructure;
|
| – |
If officials need to enter superstructure for any required inspections, then same to be allowed but always with protective equipment and accompanied by a
member of the crew;
|
| – |
Shore personnel to be set up in the tally office. This may extend to temporary bed and victualing;
|
| – |
No shore leave for ship's crew.
|
| 35.1 |
– Owners to tender 1 day definite notice.
|
| 35.2 |
– Charterers are to give Owners not less than 15 approximate days notice of redelivery range
and then 10, 5 and 2 days notice of redelivery. Charterers are to keep Owners duly informed of Vessel's itinerary and any change of redelivery range / redelivery port. |
| 35.3 |
– Charterers undertake to inform the Owners, during the period of Charter, as regards to the
itinerary of the Vessel and the names and full styles of their Agents at ports of call whenever so required by the Owners. |
| 35.4 |
– Charterers will not fix the vessel deliberately to exceed maximum period allowed under this
CP but if due to unforeseen circumstances, should the maximum period be exceeded, then the Charterers to pay Owners a hire for any such exceeding period based on ……….. (index/fixed rate), but in any case not less than the charter party hire. |
| 35.5 |
– Charterers option to add any or all time off-hire to the maximum Charter period, including
any dry-docking period in any, to be declared latest 1 month before the minimum Charter Party period. |
| 38.1 |
– Vessel to deliver with all holds/cargo compartments clean, dry, free of rust and/or scale and
cargo residues and ready in all respects to the satisfaction of the relevant surveyor and/or such other recognized local authority or official as local regulations or Shippers may require to receive permitted cargo which the Vessel may be required to load. If, on presentation for loading at the first loading port the Vessel should fail to pass the above cargo surveys, then all expenses for cleaning and/or fumigating including cost of labor standing by to be for the Owners' account, and the Vessel to be off-hire from time of failing such surveys until it is in all respects ready to load and survey passed. If some holds / cargo carrying compartments are not accepted, Charterers shall have the option of accepting the Vessel with those which are accepted and in that case Charterers shall pay hire proportionate to the number of holds/ cargo carrying compartments which have passed survey. However, if thereafter there should be any delay owing to non-acceptance of any hold/cargo carrying compartment Vessel shall be wholly off-hire until the loading program can be fully resumed. |
| 38.2 |
– Hold Cleaning/Residue Disposal Clause for Time Charter Parties
|
| a) |
The Charterers may request the Owners to direct the crew to sweep and/or wash and/or
clean the holds between voyages and/or between cargoes against payment of U.S.$ . 600-- Per hold actually cleaned, provided the crew is able safely to undertake such work and is allowed to do so by local regulations. In connection with any such operation the Owners shall not be responsible if the Vessel's holds are not accepted or passed. Time for cleaning shall be for the Charterers' account. |
| b) |
All materials (including chemicals and detergents) required for cleaning of cargo holds
shall be supplied by and paid for by the Charterers. |
| c) |
Throughout the currency of this Charter Party and at redelivery, the Charterers shall
remain responsible for all costs and time, including deviation, if any, associated with the removal and disposal of cargo related residues and/or hold washing water and/or chemicals and detergents and/or waste as defined by MARPOL Annex V, Section 1 or other applicable rules relating to the disposal of such substances. |
| 38.3 |
– Charterers have the option to redeliver the Vessel unclean as left by stevedores against
paying U.S. $. 6.000-- in lieu of hold cleaning. |
| – |
They will free up/provide a dedicated tank for LSGO that has sufficient LSGO capacity for
ECA-Zone trading (about 10 - 12 days trading at full speed), latest 7 days prior entering any IMO/ MARPOL defined ECA Zone at Owners time, risk and expense ; |
| – |
The Vessel is fully compliant with the IMO/MARPOL ECA Zone regulations as applicable from
time to time throughout this Charter-Party. Any deviation and consequential costs due to Owners non-compliance with this Clause including consequential damages shall be for Owners' account. |
| 41.1 |
– Owners warrant that throughout the currency of this Charter Party the Vessel shall be fully
covered by leading insurance companies/international P and I Clubs against Hull and Machinery Insurance, Increased Value Insurance, War and Protection and Indemnity Risk. Costs of such cover to be at the sole expense of Owners. |
| 41.2 |
– If required by the Charterers, prior to commencement of the Charter or at any other time, the
Owners shall procure that the Managers of the Hull and Machinery insurance, Increased Value Insurance and the Protection and Indemnity Association shall give the Charterers proper evidence that the Vessel is fully covered by the Owners, provided same allowed by the rules of the Hull and Machinery insurers. |
|
H. and M.: Hull and Machinery with
H. and M. Value
P. & I. Club
War Risks covered with
IV Value
|
: Leading U/W: Lloyds Underwriters
: 33,500,000
: The London P&I Club
: Hellenic War Risks
: 16,750,000
|
| 51.1 |
– If required by Charterers and/or their Agents, Master is to authorize them to sign Bills of
Lading in Charterers' or sub/head Charterers' form on his behalf in accordance with mate's receipts without prejudice to this Charter Party. All Bill of Lading issued under this Charter Party to bear The Both to Blame Collision clause, General Clause Paramount, New Jason Clause. |
| 51.2 |
– Discharging port(s) shown on Bills of Lading do not constitute a declaration of discharging
port(s) and Charterers have the right to order the Vessel to any safe port(s) within the terms of this Charter Party. In this case Charterers are to give prior notice thereof in advance to Owners. |
| 51.3 |
– In case Original Bill(s) of Lading not available at discharging port, Owners agree to deliver
the entire cargo against a single Letter of Indemnity in the wording acceptable to Owners' P&I Club (as per the International Group' P. and I. Club wordings) on Charterers' headed paper, stamped and signed by Charterers only. |
| 51.4 |
– In the event that Charterers request Owners to discharge cargo either: I) without Bills of
Lading and or II) at a discharging port other than that named in the Bill of Lading shall discharge such cargo in accordance with Charterers instructions in consideration of receiving a Letter of Indemnity in the wording acceptable to Owners' P&I Club addressed to them from Charterers hereunder in the International Group' P. and I. Club wording on Charterers' headed paper, stamped and signed by Charterers only. |
| (a) |
At the Charterers' option, bills of lading, waybills and delivery orders referred to in this Charter
Party shall be issued, signed and transmitted in electronic form with the same effect as their paper equivalent. |
| (b) |
For the purpose of Sub-clause (a) the Owners shall subscribe to and use Electronic (Paperless)
Trading Systems as directed by the Charterers, provided such systems are approved by the International Group of P&I Clubs. Any fees incurred in subscribing to or for using such systems shall be for the Charterers' account. |
| (c) |
The Charterers agree to hold the Owners harmless in respect of any additional liability arising
from the use of the systems referred to in Sub-clause (b), to the extent that such liability does not arise from Owners' negligence. |
| – |
Tonnage and measurement certificates
|
| – |
Classification and Trading certificates.
|
| – |
Certificates issued pursuant to Section 311 (P) of the U.S. Federal Water Pollution Control Act, as
amended (title 33 U.S. Code, Section 1321 (P) |
| – |
Certificates of Financial Responsibility to trade to U.S. waters or to the waters of any other
country relevant under this Charter Party |
| – |
ISM certificates
|
| – |
Brazilian Authorities' DPC approval to be in order Charterers are to facilitate the issuance of the
DPC Certificate / Inspection. |
| – |
All relevant certificates pertaining to the Crew.
|
| 58.1 |
– In the event of the Vessel being prevented from performing, or being unable to perform the
service immediately required hereunder, by reason of: |
| A. | – | Action on the part of relevant authorities resulting from non - compliance with any compulsory applicable enactment enforcing all or part of any of the following international conventions: |
| – |
International Conventions for the Safety of Life at Sea, either SOLAS 1960, or
SOLAS 1974, or SOLAS 1974 in conjunction with its 1978 Protocol. |
| – |
International Load Lines Convention 1969.
|
| – |
International Convention for the Prevention of Pollution from Ships 1973, in
conjunction with its 1978 protocol. |
| – |
ILO Merchant Shipping (minimum standards) Convention 1976 (nr. 147).
|
| – |
International Convention on Standards of Training, Certification and Watch Keeping
for Seafarers 1978. |
| B. | – | Labor stoppages or shortage, boycott, secondary boycott, manifestation of any kind in services essential to the operation of the Vessel owing to its flag or registry or Ownership or management or to the conditions of employment on board. |
| 58.2 |
- It is understood that, if necessary, Vessel will comply with any safety regulations and/or
requirements in effect at ports of loading and/or discharging. A particular reference is the United States Department of Labor Safety and Health Regulations set forth in part III of the Federal Register. |
| 58.3 |
- Although other provisions of this Charter make it the responsibility of the Owners, it is
agreed that should the Vessel not meet safety rules and regulations Owners will take immediate corrective measures and any stevedore standby time and other expenses involved, including off-hire, will be for Owners' account |
| (a) |
If, in accordance with the Charterers' orders, the Vessel remains at or shifts within a place,
customary anchorage and/or berth for an aggregated period exceeding: |
| (i) |
20 days in a Tropical Zone or Seasonal Tropical Zone*; or
|
| (ii) |
25 days outside such Zones*
|
| (b) |
In accordance with Sub-clause (a), either party may call for inspection which shall be arranged
jointly by the Owners and the Charterers and undertaken at the Charterers' risk, cost, expense and time. |
| (c) |
If, as a result of the inspection either party calls for cleaning of any of the underwater parts, such
cleaning shall be undertaken by the Charterers at their risk, cost, expense and time in consultation with the Owners. |
| (i) |
Cleaning shall always be under the supervision of the Master and, in respect of the
underwater hull coating, in accordance with the paint manufacturers' recommended guidelines on cleaning, if any. Such cleaning shall be carried out without damage to the Vessel's underwater parts or coating. If during Charterers' under-water inspection and/or cleaning operations the vessel's anti-fouling coating is observed to be detaching, the cleaning shall be immediately suspended and resumed only upon Charterers' receipt of the Owners' written hold-harmless confirmation. If the required confirmation is rejected or not received within reasonable time, charters shall be considered to have fulfilled their obligation under the clause. In any such event, the vessel's speed and consumption warranty shall be reinstated. |
| (ii) |
If, at the port or place of inspection, cleaning as required under this Sub-clause (c) is not
permitted or possible "or there is no availability of suitable facilities and equipment" or if the Charterers choose to postpone cleaning, speed and consumption warranties shall remain suspended until such cleaning has been completed. |
| (iii) |
If, despite the availability of suitable facilities and equipment, the Owners nevertheless refuse
to permit cleaning, the speed and consumption warranties shall be reinstated from the time of such refusal. |
| (iv) |
Owners recommend one propeller polishing to be performed once every 6 or 7 months
depending on the Vessel's schedule at a convenient place/port, at Owners' expense, provided that no time will be lost otherwise, it will be in Owners' time. |
| (d) |
Cleaning in accordance with this Clause shall always be carried out prior to redelivery. If,
nevertheless, the Charterers are prevented from carrying out such cleaning, the parties shall, prior to but latest on redelivery, agree a lump sum payment in full and final settlement of the Owners' costs and expenses arising as a result of or in connection with the need for cleaning pursuant to this Clause. |
| (e) |
If the time limits set out in Sub-clause (a) have been exceeded but the Charterers thereafter
demonstrate that the Vessel's performance remains within the limits of this Charter Party the vessel's speed and consumption warranties will be subsequently reinstated and the Charterers' obligations in respect of inspection and/or cleaning shall no longer be applicable. |
| (a) |
The Charterers shall have the right to order the Vessel to conduct ship to ship cargo operations,
including the use of floating cranes and barges. All such ship to ship transfers shall be at the Charterers' risk, cost, expense and time. |
| (b) |
The Charterers shall direct the Vessel to a safe area for the conduct of such ship to ship operations
where the Vessel can safely proceed to, lie and depart from, always afloat, but always subject to the Master's approval. The Charterers shall provide adequate fendering, securing and mooring equipment, and hoses and/or other equipment, as necessary for these operations, to the satisfaction of the Master. |
| (c) |
The Charterers shall obtain any and all relevant permissions from proper authorities to perform
ship to ship operations and such operations shall be carried out in conformity with best industry practice. |
| (d) |
If, at any time, the Master considers that the operations are, or may become, unsafe, he may order
them to be suspended or discontinued. In either event the Master shall have the right to order the other Vessel away from the Vessel or to remove the Vessel. |
| (e) |
If the Owners are required to extend their existing insurance policies to cover ship to ship
operations or incur any other additional cost/expense, the Charterers shall reimburse the Owners for any additional premium or cost/expense incurred. |
| (f) |
The Charterers shall indemnify the Owners against any and all consequences arising out of the
ship to ship operations including but not limited to damage to the Vessel and other costs and expenses incurred as a result of such damage, including any loss of hire; damage to or claims arising from other alongside Vessels, equipment, floating cranes or barges; loss of or damage to cargo; and pollution. |
| (1) |
The Charterers shall supply bunkers of a quality suitable for burning in the Vessel's engines and
auxiliaries and which conform to the specification(s) mutually agreed under this Charter, and which comply to Marpol Annex VI. |
| (2) |
At the time of delivery of the Vessel the Owners shall place at the disposal of the Charterers, the
bunker delivery note(s) and any samples relating to the fuels existing on board. The Owners shall |
| (3) |
During the currency of the Charter the Charterers shall ensure that bunker delivery notes are
presented to the Vessel on the delivery of fuel(s) and that during bunkering representative samples of the fuel(s) supplied shall be taken at the Vessel's bunkering manifold wherever possible and sealed in the presence of competent representatives of the Charterers and the Vessel. |
| (4) |
The fuel samples shall be retained by the Vessel for 1 year (one year) after the date of delivery or
for whatever period necessary in the case of a prior dispute and any dispute as to whether the bunker fuels conform to the agreed specification(s) shall be settled by analysis of the sample(s) by (FOBAS) or by another mutually agreed fuels analyst whose findings shall be conclusive evidence as to conformity or otherwise with the bunker fuels specification(s). Bunker delivery note to be kept onboard for 3 years as per Marpol Annex VI. |
| (5) |
The Owners reserve their right to make a claim against the Charterers for any damage to the main
engines or the auxiliaries caused by the use of unsuitable fuels or fuels not complying with the agreed specification(s). Additionally, if bunker fuels supplied do not conform with the mutually agreed specification(s) or otherwise prove unsuitable for burning in the ship's engines or auxiliaries the Owners shall not be held responsible for any reduction in the Vessel's speed performance and/or increased bunker consumption nor for any time lost and any other consequences. |
| (a) |
Without prejudice to anything else contained in this Charter Party, the Charterers shall supply
fuels of such specifications and grades to permit the Vessel, at all times, to comply with the maximum sulphur content requirements of any emission control zone when the Vessel is ordered to trade within that zone. |
| (b) |
Provided always that the Charterers have fulfilled their obligations in respect of the supply of
fuels in accordance with Sub-clause (a), the Owners warrant that: |
| (i) |
the Vessel shall comply with Regulations 14 and 18 of MARPOL Annex VI and with the
requirements of any emission control zone; and |
| (ii) |
the Vessel shall be able to consume fuels of the required sulphur content when ordered by the
Charterers to trade within any such zone. |
| (c) |
For the purpose of this Clause, "emission control zone" shall mean zones as stipulated in
MARPOL Annex VI and/or zones regulated by regional and/or national authorities such as, but not limited to, the EU and the US Environmental Protection Agency. |
| (a) | (i) | The Owners shall comply with the requirements of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) relating to the Vessel and "the Company" (as defined by the ISPS Code). If trading to or from the United States or passing through United States waters, the Owners shall also comply with the requirements of the US Maritime Transportation Security Act 2002 (MTSA) relating to the Vessel and the "Owner" (as defined by the MTSA). |
| (ii) |
Upon request the Owners shall provide the Charterers with a copy of the relevant
International Ship Security Certificate (or the Interim International Ship Security Certificate) and the full style contact details of the Company Security Officer (CSO). |
| (iii) |
Loss, damages, expense or delay (excluding consequential loss, damages, expense or delay)
caused by failure on the part of the Owners or "the Company"/"Owner" to comply with the requirements of the ISPS Code/MTSA or this Clause shall be for the Owners' account, except as otherwise provided in this Charter Party. |
| (b) | (i) | The Charterers shall provide the Owners and the Master with their full style contact details and, upon request, any other information the Owners require to comply with the ISPS Code/MTSA. Where sub-letting is permitted under the terms of this Charter Party, the Charterers shall ensure that the contact details of all sub-charterers are likewise provided to the Owners and the Master. Furthermore, the Charterers shall ensure that all sub-charter parties they enter into during the period of this Charter Party contain the following provision: |
| (ii) |
Loss, damages, expense or delay (excluding consequential loss, damages, expense or delay)
caused by failure on the part of the Charterers to comply with this Clause shall be for the Charterers' account, except as otherwise provided in this Charter Party. |
| (c) |
Notwithstanding anything else contained in this Charter Party all delay, costs or expenses
whatsoever arising out of or related to security regulations or measures required by the port facility or any relevant authority in accordance with the ISPS Code/MTSA including, but not limited to, security guards, launch services, vessel escorts, security fees or taxes and inspections, shall be for the Charterers' account, unless such costs or expenses result solely from the negligence of the Owners, Master or crew. All measures required by the Owners to comply with the Ship Security Plan shall be for the Owners' account. |
| (d) |
If either party makes any payment which is for the other party's account according to this Clause,
the other party shall indemnify the paying party. |
| (a) |
If the Vessel loads or carries cargo destined for the U.S. or passing through U.S. ports in transit,
the Charterers shall comply with the current U.S. Customs Regulations (19 CFR 4.7) or any subsequent amendments thereto and shall undertake the role of carrier for the purposes of such regulations and shall, in their own name, time and expense: |
| i) |
Have in place a SCAC (Standard Carrier Alpha Code);
|
| ii) |
Have in place an ICB (International Carrier Bond);
|
| iii) |
Provide the Owners with a timely confirmation of i) and ii) above; and
|
| iv) |
Submit a cargo declaration by AMS (Automated Manifest System) to the U.S. Customs and
provide the Owners at the same time with a copy thereof. |
| (b) |
The Charterers assume liability for and shall indemnify, defend and hold harmless the Owners
against the direct losses and/or damages (excluding consequential loss and/or damage) arising from the Charterers' failure to comply with any of the provisions of sub - clause (a). Should such failure result in any delay then, notwithstanding any provision in this Charter - Party to the contrary, the Vessel shall remain on hire. |
| (c) |
If the Charterers' ICB is used to meet any penalties, duties, taxes or other charges which are solely
the responsibility of the Owners, the Owners shall promptly reimburse the Charterers for those amounts. |
| (d) |
The assumption of the role of carrier by the Charterers pursuant to this Clause and for the purpose
of the U.S. Customs Regulations (19 CFR 4.7) shall be without prejudice to the identity of carrier under any Bill of Lading, other contract, law or regulation. |
| (a) |
This Contract shall be governed by and construed in accordance with English law and any dispute
arising out of or in connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. |
| (b) |
Notwithstanding the above, the parties may agree at any time to refer to mediation any difference
and/or dispute arising out of or in connection with this Contract. |
| (i) |
Either party may at any time and from time to time elect to refer the dispute or part of the
dispute to mediation by service on the other party of a written notice (the "Mediation Notice") calling on the other party to agree to mediation. |
| (ii) |
The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice
confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator. |
| (iii) |
If the other party does not agree to mediate, that fact may be brought to the attention of the
Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties. |
| (iv) |
The mediation shall not affect the right of either party to seek such relief or take such steps as
it considers necessary to protect its interest. |
| (v) |
Either party may advise the Tribunal that they have agreed to mediation. The arbitration
procedure shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration. |
| (vi) |
Unless otherwise agreed or specified in the mediation terms, each party shall bear its own
costs incurred in the mediation and the parties shall share equally the mediator's costs and expenses. |
| (vii) |
The mediation process shall be without prejudice and confidential and no information or
documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration. |
| (a) |
For the purpose of this Clause, the words:
|
| (i) |
"Owners" shall include the shipowners, bareboat charterers, disponent owners, managers or
other operators who are charged with the management of the Vessel, and the Master; and |
| (ii) |
"War Risks" shall include any actual, threatened or reported:
|
| (b) |
The Vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or
required to continue to or through, any port, place, area or zone (whether of land or sea), or any waterway or canal, where it appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgment of the Master and/or the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, she shall be at liberty to leave it. |
| (c) |
The Vessel shall not be required to load contraband cargo, or to pass through any blockade,
whether such blockade be imposed on all Vessels, or is imposed selectively in any way whatsoever against Vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent's right of search and/or confiscation. |
| (d) | (i) | The Owners may effect war risks insurance in respect of the Hull and Machinery of the Vessel and their other interests (including, but not limited to, loss of earnings and detention, the crew and their protection and Indemnity Risks), and the premiums and/or calls therefore shall be for their account. |
| (ii) |
If the Underwriters of such insurance should require payment of premiums and/or calls
because, pursuant to the Charterers' orders, the Vessel is within, or is due to enter and remain within, or pass through any area or areas which are specified by such Underwriters as being subject to additional premiums because of War Risks, then the actual premiums and/or calls |
| (e) |
If the Owners become liable under the terms of employment to pay to the crew any bonus or
additional wages in respect of sailing into an area which is dangerous in the manner defined by the said terms, then the actual bonus or additional wages paid shall be reimbursed to the Owners by the Charterers at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first. |
| (f) |
The Vessel shall have liberty:
|
| (i) |
to comply with all orders, directions, recommendations or advice as to departure, arrival,
routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or other Government to whose laws the Owners are subject, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions; |
| (ii) |
to comply with the order, directions or recommendations of any war risks underwriters who
have the authority to give the same under the terms of the war risks insurance; |
| (iii) |
to comply with the terms of any resolution of the Security Council of the United Nations, the
effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement; |
| (iv) |
to discharge at any other port any cargo or part thereof which may render the Vessel liable to
confiscation as a contraband carrier; |
| (v) |
to call at any other port to change the crew or any part thereof or other persons on board the
Vessel when there is reason to believe that they may be subject to internment, imprisonment or other sanctions. |
| (g) |
If in accordance with their rights under the foregoing provisions of this Clause, the Owners shall
refuse to proceed to the loading or discharging ports, or any one or more of them, they shall immediately inform the Charterers. No cargo shall be discharged at any alternative port without first giving the Charterers notice of the Owners' intention to do so and requesting them to nominate a safe port for such discharge. Failing such nomination by the Charterers within 48 hours of the receipt of such notice and request, the Owners may discharge the cargo at any safe port of their own choice. |
| (h) |
If in compliance with any of the provisions of sub-clauses (b) to (g) of this Clause anything is
done or not done, such shall not be deemed a deviation, but shall be considered as due fulfillment of this Charter Party. |
| 1. |
Security Guards.
|
| a. |
Owners will employ an armed security team comprising 3 (three) members on board the
vessel at their risk and at Charterers' expense (subject to 1(g) below). |
| b. |
Owners will contract with an SSP (Security Services Provider) selected by Owners from one
of the SSPs on Charterers' approved short list, provided total cost is competitive compared to the other 3 companies listed. Such short list shall be provided by Charterers to Owners from time to time for Owners' approval and shall have a minimum of three (3) SSP which shall be considered by Owners and approved – such approval not to be unreasonably withheld for each SSP. Charterers list as of August 2015 is as follows: (i) Ambrey Risk: servicedelivery@ambreyrisk.com (ii) Secure a Ship: commercial.sales@secureaship.com (iii) Diaplous: contact@diaplous-ms.com (iv) Sea Guardian: info@sguardian.com which Charterers confirm are all approved by Charterers' insurers for both LOH and K&R Insurances as mentioned below. Charterers shall review such selection of preferred SSPs from time to time and shall advise Owners accordingly. Charterers confirm that any additions to the SSPs on the short list will be approved by leading underwriters of both LOH and K&R Insurances and will be members of the Security Association for the Maritime Industry (SAMI). |
| c. |
The basis of the contractual arrangement between Owners and the SSP will be the Bimco
"Guardcon" contract subject to such amendments as are agreed between Owners and the SSP. Owners will provide Charterers with a copy of the contract with the SSP upon request. |
| d. |
The on board security team will be embarked and disembarked at the closest convenient
locations to the entry and exit point of the HRA as provided by the chosen SSP. |
| e. |
The vessel will take a reasonably direct route through the HRA from the embarkation point of
the security team to the disembarkation point but will always proceed via the IRTC (Internationally Recognized Transit Corridor) when proceeding via Suez and/or transiting the Gulf of Aden. By "reasonably direct route", it is understood that this will normally be the shortest practical route between the two points but always subject to the master's discretion to deviate in the case of an actual or threatened security alert or advice from the military authorities in the region concerned to avoid any particular area(s). |
| f. |
The contracted SSP will also liaise with Owners/Master to determine an inventory of
hardening materials (including full razor wire protection) not already on board, reasonably required for the vessel's forthcoming transit in accordance with BMP4 (Best Management Practices v.4 and any subsequent amendments) to be supplied to the vessel prior to or at the latest at the same time as the embarkation of the security team. Such materials to be paid for by Owners and to be installed by the crew under the direction of and verified by the security team. Provision of hardening materials, if applicable will be re-imbursed by Charterers to Owners promptly on presentation of usual supporting documentation. |
| g. |
Costs of the SSP will be paid directly by Charterers to the SSP.
|
| 2. |
Insurance.
|
| a. |
Charterers have contracted for LOH (Loss of Hire) Insurance (including blocking and
trapping) for a period not less than 360 days at their expense which Policy includes Owners as a co-insured beneficiary (and/or vessel Managers) for such transit. The vessel will remain on-hire in the event of capture by pirates for a maximum of 360 days. Underwriters for Charterers' LOH Policy have agreed to waive rights of subrogation against Owners' |
| b. |
Charterers have contracted for K&R (Kidnap & Ransom) Insurance for an aggregate amount
of not less than US$ 15,000,000 (fifteen million US Dollars, any one event) with first class underwriters which Policy includes Owners (and/or the vessel Managers) as a co-insured beneficiary for such transit, with primacy in the case. Underwriters for Charterers' K&R Policy have agreed to waive rights of subrogation against Owners' insurance policies including but not limited to Hull and Machinery insurances, Disbursements insurances, Loss of Hire insurances and War Risks insurances for all interests. In the event of an incident leading to capture of the vessel, Owners agree to use Charterers' underwriters' nominated response consultants and to notify same immediately using the following contact details: insofar as Charterers' K&R and Loss of Hire policies are concerned Eos Risk Management For Non-Emergency Maritime Counter- Piracy Advice contact +44(0) 1782 283 323 or response@eosrisk.com for assistance. Should an insured event occur please contact:- +44(0) 1782 207 433. This shall not restrict Owners from contacting the insurers or brokers directly in the event of an insured peril. |
| c. |
Owners will contract for additional war risk premium (AWRP) on vessel's total value for
each transit of the HRA and advise the expected gross and nett cost to Charterers. Such premium if contracted by Owners, to be re-imbursed by Charterers on presentation of usual supporting documentation evidencing premiums paid. Charterers to have the benefit of any discounts or no-claims bonus enjoyed by Owners. If the AWRP is contracted by Charterers, such cover will be placed with first class underwriters and will include Owners as a co-insured beneficiary under the Policy for such transit. |
| 3. |
Insurance Warranties
|
| a. |
When armed guards on board:-
|
| b. |
When no armed guards on-board:-
|
| (i) |
Vessels Speed: A minimum speed of 9 knots or normal service speed if greater as
conditions will allow, if weather conditions require the vessel to reduce speed, the 9 knot warranty will not be applicable. If the vessel is subject to a casualty within the excluded area which results in vessel's inability to maintain minimum of 9 knots, coverage hereon maintained. In the event of any suspicious approaches within the guidelines of Best Management Practice 4 then a minimum 12 knots speed must be adhered to. |
| (ii) |
Minimum freeboard whilst fully laden 4.0 metres for all vessels other than Cape size
vessels. Minimum freeboard whilst fully laden 6.0 metres for Capesize vessels. |
| (iii) |
Razor wire must be fitted to the entire vessel bulwark in respect of breach area.
|
| (iv) |
Vessel to be fitted with a citadel.
|
| (v) |
The assured must register the vessel with MSCHOA (Maritime Security Centre, Horn of
Africa) [http:www.mschoa.eu] and UKMTO prior to entering the HRA and ensure that all recommendations are fully complied with. |
| (a) |
The Charterers shall instruct the Terminal Operators or their representatives to co-operate with the
Master in completing the IMO SHIP/SHORE SAFETY CHECKLIST and shall arrange all cargo operations strictly in accordance with the guidelines set out therein. |
| (b) |
In addition to the above and notwithstanding any provision in this Charter Party in respect of
loading/ discharging rates, the Charterers shall instruct the Terminal Operators to load/discharge the Vessel in accordance with the loading/discharging plan, which shall be approved by the Master with due regard to the Vessel's draught, trim, stability, stress or any other factor which may affect the safety of the Vessel. |
| (c) |
At any time during cargo operations the Master may, if he deems it necessary for reasons of safety
of the Vessel, instruct the Terminal Operators or their representatives to slow down or stop the loading or discharging. |
| (d) |
Compliance with the provisions of this Clause shall not affect the counting of laytime.
|
|
Bank
|
:
|
Alpha Bank A.E.
Piraeus Shipping Branch 960
|
|
|
Address
|
:
|
93, Akti Miaouli,
|
|
|
185 38 Piraeus Greece
210 - 4290208 Shipping Branch
210 - 4290116 Shipping Division
|
|||
|
Fax
|
:
|
210 - 4290348 / 210 4290677
|
|
|
SWIFT Address
|
:
|
CRBAGRAAXXX
|
|
Customer's Details:
Champion Marine Co.,
of the Marshall Islands
c/o Seanergy Management Corp.
154 Vouliagmenis Avenue, 16674 Glyfada, Greece
|
|
USD Earnings Account
|
:
|
960- 01- 5006030970
|
|
|
IBAN
|
:
|
GR39 0140 9600 9600 1500 6030 970
|
|
|
USD Correspondent
|
:
|
Citibank NA, New York
399 Park Avenue
|
|
New York N.Y. 10022 U.S.A.
|
|||
|
SWIFT Address
|
:
|
CITIUS33XXX
|
| 1. |
The Owners warrant and undertake that throughout the currency of this Charter-Party:
|
| 1.1. |
The Vessel shall not be named on the list of Special Designated Nationals and Blocked
persons (the "SDN List") as published and amended from time to time by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"); and |
| 1.2. |
The Vessel's registered owner shall not be named on the SDN List; and
|
| 1.3 |
The Vessel shall not be owned, operated or controlled by any person or entity named on the
SDN List; and |
| 1.4 |
The Vessel shall not be flagged or registered by a country that is subject to the U.S. sanctions
laws administered by OFAC from time to time (the "U.S. Sanctions") and acceptance of the Vessel by Charterers shall not constitute a violation of US Sanctions; and |
| 1.5 |
The Vessel shall not be owned by a person or entity that is registered, constituted or organized
in, or that is a citizen or resident of or located in, a country that is subject to the US Sanctions and acceptance or trading of the Vessel by Charterers would constitute a violation of US Sanctions; and |
| 1.6 |
Acceptance and trading of the Vessel by the Charterers throughout the Charter-Party duration
shall not constitute a violation of any sanctions laws of the United Nations, the United Kingdom, the European Union, the United States of America, by the Charterers as if it were subject to such sanctions laws, all as amended from time to time. |
| 2. |
Should at any time during this Charter-Party Owners be in breach of any of the provisions and/ or
warranties contained in this Clause, then: |
| 2.1 |
Owners shall indemnify the Charterers against any losses or damages whatsoever resulting,
and |
| 2.2 |
Charterers shall have the right to immediately cancel the Charter-Party.
|
| (a) |
The Vessel shall not be obliged to proceed or required to continue to or through, any port, place,
area or zone, or any waterway or canal (hereinafter "Area") which, in the reasonable judgement of the Master and/or the Owners, is dangerous to the Vessel, cargo, crew or other persons on board the Vessel due to any actual, threatened or reported acts of piracy and/or violent robbery and/or capture/seizure (hereinafter "Piracy"), whether such risk existed at the time of entering into this Charter Party or occurred thereafter. Should the Vessel be within any such place as aforesaid which only becomes dangerous, or may become dangerous, after entry into it, the Vessel shall be at liberty to leave it. |
| (b) |
If in accordance with sub-clause (a) the Owners decide that the Vessel shall not proceed or
continue to or through the Area they must immediately inform the Charterers. The Charterers shall be obliged to issue alternative voyage orders and shall indemnify the Owners for any claims from holders of the Bills of Lading or third parties caused by waiting for such orders and/or the performance of an alternative voyage. Any time lost as a result of complying with such orders shall not be considered off-hire. |
| (c) |
If the Owners consent or if the Vessel proceeds to or through an Area exposed to the risk of
Piracy the Owners shall have the liberty: |
| (i) |
to take reasonable preventative measures to protect the Vessel, crew and cargo including but
not limited to re-routeing within the Area, proceeding in convoy, using escorts, avoiding day or night navigation, adjusting speed or course, or engaging security personnel and/or deploying equipment on or about the Vessel (including embarkation/disembarkation). |
| (ii) |
to comply with the requirements of the Owners' insurers under the terms of the Vessel's
insurance(s); |
| (iii) |
to comply with all orders, directions, recommendations or advice given by the Government of
the Nation under whose flag the Vessel sails, or other Government to whose laws the Owners are subject, or any other Government, body or group (including military authorities) whatsoever acting with the power to compel compliance with their orders or directions; and |
| (iv) |
to comply with the terms of any resolution of the Security Council of the United Nations, the
effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement; |
| (d) |
Costs
|
| (i) |
If the Vessel proceeds to or through an Area where due to risk of Piracy additional costs will
be incurred including but not limited to additional personnel and preventative measures to avoid Piracy, such reasonable costs shall be for the Charterers' account. Any time lost waiting for convoys, following recommended routeing, timing, or reducing speed or taking measures to minimise risk, shall be for the Charterers' account and the Vessel shall remain on hire; |
| (ii) |
If the Owners become liable under the terms of employment to pay to the crew any bonus or
additional wages in respect of sailing into an area which is dangerous in the manner defined by the said terms, then the actual bonus or additional wages paid shall be reimbursed to the Owners by the Charterers; |
| (iii) |
If the Vessel proceeds to or through an Area exposed to the risk of Piracy, the Charterers shall
reimburse to the Owners any additional premiums required by the Owners' insurers and the costs of any additional insurances that the Owners reasonably require in connection with Piracy risks which may include but not be limited to War Loss of Hire and/or maritime K&R. |
| (iv) |
All payments arising under Sub-clause (d) shall be settled within fifteen (15) days of receipt
of Owners' supported invoices or on redelivery, whichever occurs first. |
| (e) |
If the Vessel is attacked by pirates any time lost shall be for the account of the Charterers and the
Vessel shall remain on hire. |
| (f) |
If the Vessel is seized by pirates the Owners shall keep the Charterers closely informed of the
efforts made to have the Vessel released. The Vessel shall remain on hire throughout the seizure and the Charterers' obligations shall remain unaffected, except that hire payments shall cease as of the ninety-first (91st) day after the seizure until release. The Charterers shall pay hire, or if the Vessel has been redelivered, the equivalent of Charter Party hire, for any time lost in making good any damage and deterioration resulting from the seizure. The Charterers shall not be liable for late redelivery under this Charter Party resulting from the seizure of the Vessel. |
| (g) |
If in compliance with this Clause anything is done or not done, such shall not be deemed a
deviation, but shall be considered as due fulfilment of this Charter Party. In the event of a conflict between the provisions of this Clause and any implied or express provision of the Charter Party, this Clause shall prevail. |
| a) |
The Charterers may at their discretion provide, in writing to the Master, instructions to reduce
speed or RPM (main engine Revolutions Per Minute) and/or instructions to adjust the Vessel's speed to meet a specified time of arrival at a particular destination. |
| (i) |
*Slow Steaming - Where the Charterers give instructions to the Master to adjust the speed or
RPM, the Master shall, subject always to the Master's obligations in respect of the safety of the Vessel, crew and cargo and the protection of the marine environment, comply with such written instructions, provided that the engine(s) continue(s) to operate above the cut-out point of the Vessel's engine(s) auxiliary blower(s) and that such instructions will not result in the Vessel's engine(s) and/or equipment operating outside the manufacturers'/designers' recommendations as published from time to time. |
|
|
| (b) |
At all speeds the Owners shall exercise due diligence to ensure that the Vessel is operated in a
manner which minimises fuel consumption, always taking into account and subject to the following: |
| (i) |
The Owners' warranties under this Charter Party relating to the Vessel's speed and
consumption; |
| (ii) |
The Charterers' instructions as to the Vessel's speed and/or RPM and/or specified time of
arrival at a particular destination; |
| (iii) |
The safety of the Vessel, crew and cargo and the protection of the marine environment; and
|
| (iv) |
The Owners' obligations under any bills of lading, waybills or other documents evidencing
contracts of carriage issued by them or on their behalf. |
| (c) |
For the purposes of Sub-clause (b), the Owners shall exercise due diligence to minimize fuel
consumption: |
| (i) |
when planning voyages, adjusting the Vessel's trim and operating main engine(s) and
auxiliary engine(s); |
| (ii) |
by making optimal use of the Vessel's navigation equipment and any additional aids provided
by the Charterers, such as weather routing, voyage optimization and performance monitoring systems; and |
| (iii) |
by directing the Master to report any data that the Charterers may reasonably request to
further improve the energy efficiency of the Vessel. |
| (d) |
The Owners and the Charterers shall share any findings and best practices that they may have
identified on potential improvements to the Vessel's energy efficiency. |
| (e) |
**For the avoidance of doubt, where the Vessel proceeds at a reduced speed or with reduced
RPM pursuant to Sub-clause (a), then provided that the Master has exercised due diligence to comply with such instructions, this shall constitute compliance with, and there shall be no breach of, any obligation requiring the Vessel to proceed with utmost and/or due despatch (or any other such similar/equivalent expression). |
| (f) |
**The Charterers shall ensure that the terms of the bills of lading, waybills or other documents
evidencing contracts of carriage issued by or on behalf of the Owners provide that compliance by Owners with this Clause does not constitute a breach of the contract of carriage. The Charterers shall indemnify the Owners against all consequences and liabilities that may arise from bills of lading, waybills or other documents evidencing contracts of carriage being issued as presented to the extent that the terms of such bills of lading, waybills or other documents evidencing contracts of carriage impose or result in breach of the Owners' obligation to proceed with due despatch or are to be held to be a deviation or the imposition of more onerous liabilities upon the Owners than those assumed by the Owners pursuant to this Clause. |
| i) |
Washout Rate 1 and the number of days of Period 1 within the Washout Period and Period 1
Market Hire Rate; and |
| ii) |
Washout Rate 2 and the number of days of Period 2 within the Washout Period and Period 2
Market Hire Rate; and |
| iii) |
Washout Rate 3 and the number of days of Period 3 within the Washout Period and Period 3
Market Hire Rate; and |
| iv) |
Washout Rate 4 and the number of days of Period 4 within the Washout Period and Period 4
Market Hire Rate; and |
| v) |
Washout Rate 5 and the number of days of Period 5 within the Washout Period and Period 5
Market Hire Rate |
| (a) |
As used in this clause, "Scrubber" refers to an exhaust gases cleaning device that will be installed
at the exhaust gases manifold of the M/E and the DGs on a vessel that reduces the vessel's sulphur emissions by capturing them before they are released into the atmosphere. |
| (b) |
Owners warrant that:
|
| 1. |
No later than 31st December 2019 and continuing for the remainder of the CP, Scrubbers that
are compliant with this Clause will be installed, maintained in fully working condition, and, unless ordered otherwise by Charterers, used on the vessel. Owners' duty of maintenance is absolute. |
| 2. |
The Scrubbers will be Open loop type exhaust gas cleaning system manufactured by Hyundai
Materials, U-type |
| 3. |
The Scrubbers will ensure that the vessel's emissions from all sources (including without
limitation main engine, electricity generator engines, and boiler) do not exceed the following thresholds: |
| i. |
Maximum 0.5% sulphur emissions, when burning up to 3.5% sulphur fuel and steaming
at charterparty speed [up to about 14 knots laden; up to about 14 knots ballast] |
| ii. |
Maximum 0.1% sulphur emissions, when burning up to 3.5% sulphur fuel and slow
steaming [up to about 13 knots laden; up to about 13 knots ballast] |
| iii. |
Maximum 0.1% sulphur emissions, when burning up to 3.5% sulphur fuel and using
electricity generator engines in port; Unless local regulations forbids the usage of scrubber |
| 4. |
The Scrubbers will be compliant at all times with all applicable laws and regulations; Owners
will undertake that the scrubber manufacturer will warrant that the Exhaust Gas Cleaning System on delivery complies with MARPOL, annex VI Reg. 4, as detailed in the IMO Annex resolution MEPC 259 (68) of 15 May 2015 ("2015 Guidelines for Exhaust Gas Cleaning Systems"), item 5.3.1, scheme B, and Council Directive 1999/32/EC of 26 April 1999 as regards the sulphur content of marine fuels (as amended by Directive 2012/33/EU of the European Parliament and of the Council of 21 November 2012), Art. 4d (1) and their amendments thereafter; The Builder also warrants that the scrubber complies with the |
| 5. |
When the Scrubbers are operating, the vessel will comply, and Owners will (upon request)
demonstrate compliance with, MARPOL Annex VI or applicable regional, national, or local authorities; and |
| (c) |
Owners shall comply with Charterers' orders regarding the use of the Scrubbers in any of the
modes described in paragraphs (b)(3) and will comply with Charterers' reasonable orders to use the Scrubbers in other modes. The Scrubbers shall be deactivated when burning fuel that is already compliant with applicable sulphur limits. |
| d) |
Charterers shall pay a premium of over the normal hire rate (the "Initial Premium"). The Initial
Premium will be: US$ 350/day payable for the period commencing from the delivery of the vessel to the Charterers under this Charter and ending twelve (12) months after the delivery of the vessel to the Charterers under this Charter at which point the Initial Premium will be replaced by the Fixed Premium as define under (e) below. |
| (e) |
Charterers shall pay a premium of over the normal hire rate for any 24 hour period during which
the Scrubbers are in a state capable of continuously operating in compliance with paragraph (b), whether or not Charterers actually employ them (the "Fixed Premium"). The Fixed Premium will be: US$ 1,740/day payable for the period commencing twelve (12) months after the delivery of the vessel to the Charterers under this Charter and ending with the termination of the Sub- Bareboat Charter. And then US$ 1,740/day for the first twelve (12) months of the Optional Period should Charterers declare the Optional Period. |
| (f) |
Owners will install and operate a scrubber performance monitoring system that will transmit data
to Charterers' offices allowing monitoring on a continuous basis and data transmission at a minimum every 24 hours. Owners are currently using LAROS performance monitoring system for MV Championship (http://www.laros.gr/) and are liaising with HHI and Laros for the integration of the scrubber performance in this system ensuring that same is transmitted ashore on a real time basis. |
| (g) |
Owners shall indemnify Charterers for losses, costs and consequences resulting from Owners'
breach of this Clause. |
| a. |
Implementation Date: For purposes of this clause, "Implementation Date" means the date
established by the IMO for the entry into force of the 0.50% m/m global sulphur cap as described in MARPOL Annex VI (expected 1st January 2020). |
| b. |
Bunker Quality:
|
| 1. |
Charterer shall:
|
| (i) |
Prior to the Implementation Date, provide bunkers that comply with ISO standard
8217:2010, or 8217:2005 specs when 8217:2010 specs are not available; and |
| (ii) |
After the Implementation Date, unless the vessel is fitted with fully operable scrubbers, in which case bunkers with maximum 3.5% sulphur content shall be
supplied, provide bunkers (including, at their option, Marine Gasoil Oil):
|
| 1. |
with a sulphur content of no more than 0.50% sulphur bunkers ("Low Sulphur
Bunkers") or 0.1% sulphur in case of ECA/NECA or as deemed necessary by future regulations; and |
| 2. |
that comply with any ISO standard
|
| (iii) |
homogeneous blends Bunkers of different grades, specifications and/or suppliers shall be segregated into separate tanks within the Vessel's natural
segregation. The Owners shall not be held liable for any restriction in bunker capacity as a result of segregating bunkers as aforementioned. Commingling can be allowed subject to:
|
| 1. |
compatibility of underlying fuels
|
| 2. |
consultation with and approval by the Owner
|
| 3. |
grades to be mixable and
|
| 4. |
Owners not to be held responsible for any additional consumption due to additional production/accumulation of sludge other than the agreed 1.2% of vessel's
daily consumption due to commingling of bunkers on board
|
| 2. |
Owners warrant that, subject to Charterers' compliance with sub-paragraphs (b)(1):
|
| (i) |
the bunker tanks will be fully at Charterers' disposal;
|
| (ii) |
the vessel will comply with all applicable regulations related to emissions, including MARPOL Annex VI;
|
| (iii) |
the vessel will be able to receive, store, treat, consume and segregate (tanks' availability/capacity permitting segregation) the fuels provided by the
Charterers;
|
| (iv) |
Owners will comply with any specific lawful orders from Charterers with respect to the consumption of bunkers on board;
|
| (v) |
Owners to keep Charterers fully and timely informed of information relevant to bunker management, including without limitation the quantity of bunkers in each
tank and tank cleaning schedules, and to provide Charterers access to relevant documentation, including without limitation the oil record book, any available bunker delivery notes, and any available analysis results for bunkers on board
(whether stemmed by Charterers or not);
|
| (vi) |
Unless otherwise ordered by Charterers, Owners to ensure segregation of bunkers in storage tanks and, to the extent possible, avoid commingling in all bunker
tanks, including settling and service tanks.
|
| c. |
Bunkers on Delivery
|
| 1. |
Charterers on delivery shall take over and pay Owners for the quantity of bunkers on board on delivery at the Platts Singapore prices for each grade
prevailing at the day of delivery.
|
| (i) |
IFO.... (max sulphur 3.5%)
|
| (ii) |
ULSFO…. (max 0.1% sulphur)
|
| (iii) |
MGO ... (max 0.1% sulphur)
|
| (iv) |
LSFO ... (max 0.5% sulphur)
|
| d. |
Bunkers on Redelivery
|
| 1. |
Owners shall take over and pay Charterers for the bunkers remaining on board on redelivery at Platts Singapore prices for each grade prevailing at the day of
redelivery.
|
| 2. |
If no Platts price is available for the grade in question, the price shall be established by Charterers' last bunkering invoice for the grade in question.
|
| 3. |
Charterers' payment under this clause may be deducted from the last sufficient hire payments.
|
| 4. |
The Vessel shall be redelivered with the about same quantity of each of the grades described in paragraph (c)(1) as were on the vessel on delivery, save that
the quantity of IFO on delivery shall be replaced by the same quantity of LSFO, ULSFO, and/or MGO on redelivery. In any event, the grades and quantities of bunkers on redelivery shall always be appropriate and sufficient to allow the
Vessel to reach safely the nearest port at which fuels of the required types are available.
|
| e. |
Non-Pumpable Residue and Tank Cleaning
|
| 1. |
No later than six months before the Implementation Date, Owners and Charterers shall begin consultations to agree actions and timeline for transitioning to
Low Sulphur Bunkers by the Implementation Date; and
|
| 2. |
Prior to Charterers' stemming Low Sulphur Bunkers, Owners shall clean the relevant tank(s) and piping system, including removing all remnants of non-compliant
fuel and non-pumpable residue, at their own cost, risk, and time.
|
| f. |
Non-Compliant Fuel and Non-Pumpable Residues Remaining on Board
|
| 1. |
Should the IMO or another applicable regional, national, or local authority implement a prohibition on carrying non-compliant bunkers and/or non-pumpable
residue in bunker tanks:
|
| (i) |
No later than six months prior to the date of implementation of such non-carry prohibition, the parties shall begin consultations to agree the actions and
timeline for ensuring compliance.
|
| (ii) |
Charterers shall, by the applicable deadline, remove any non-compliant bunkers at their own cost, risk and time, unless Charterers would have been able to
burn such bunkers but for Owners' breach or negligence, in which case the relevant unburned bunkers shall be removed by Owners at their own cost, risk and time.
|
| (iii) |
Owners shall, by the applicable deadline, clean the relevant tank(s) and piping system, including removing all remnants of non-compliant fuel and non-pumpable
residue, at their own cost, risk, and time
|
| A. |
The BUILDER intends to design, build, equip, complete and deliver one (1) exhaust gas cleaning system to Yiu Lian Zhoushan Shipyard (the "YARD") for the BUYER
and to sell the exhaust gas cleaning system to the BUYER under this Agreement.
|
| B. |
The BUYER intends to purchase and take delivery of such exhaust gas cleaning system from the BUILDER.
|
| 1. |
Scope of the Agreement:
|
| 2. |
Agreement Documents
|
| – |
Appendix No. 1 Description and Technical Specification of the VESSEL EQUIPMENT
|
| – |
Appendix No. 2 Scope of Work by the BUILDER
|
| 1. |
Purchase Price:
|
| 2. |
Currency:
|
| 3. |
Terms of Payment for the Vessel Equipment:
|
| (a) |
First Installment equal to 40% of the Vessel Equipment Purchase Price (US$579,760): Within fourteen (14) days after signing of this Agreement
|
| (b) |
Second Installment equal to 40% of the Vessel Equipment Purchase Price (US$579,760): Within fourteen (14) days after the VESSEL EQUIPMENT is ready for
dispatch in Korea (EX Work from the Builder) to the port mentioned in Article 3.1 below (the "Port")
|
| (c) |
Third Installment equal to 10% of the Vessel Equipment Purchase Price (US$144,900): On the date falling fourteen (14) days after the successful commissioning
of the VESSEL EQUIPMENT
|
| (d) |
Fourth Installment equal to 10% of the Purchase Price (US$144,900): On the date falling (14) days after the Vessel's obtainment of the class approval
|
| 4. |
Method of Payment:
|
| 5. |
Interest on Delayed Payment
|
| 1. |
Delivery
|
|
Delivery time
|
On or prior to May 31, 2019
|
||
|
Delivery conditions
|
DDP (Yard)
|
||
|
Delivery according to
|
INCOTERMS 2010
|
| 2. |
Ownership/Insurance upon Delivery
|
| 1. |
Delay due to Circumstances mentioned in Article XIII
|
| 2. |
BUILDER's Notice of Delay
|
| (1) |
A Force Majeure Event (as further described in ARTICLE XIII);
|
| (2) |
The Buyer's failure to comply with the payment obligations;
|
| (3) |
The Buyer's failure to allow access to the Vessel, the Yard or other infrastructure and to provide in a timely manner the necessary information and
instructions which are necessary for the Builder's delivery of the Vessel Equipment; and
|
| (4) |
The Buyer's failure to receive the Vessel Equipment within the agreed delivery time;
|
| (5) |
Any other material breach by the BUYER hereunder or any occurrence of an event disrupting the delivery which is beyond the BUILDER's control.
|
| 3. |
Remedies for the BUILDER's delay
|
| 1. |
BUILDER'S WARRANTY
|
| (a) |
The BUILDER is promptly notified (within the warranty period) of any warranty claim; and
|
| (b) |
The claimed defect in the VESSEL EQUIPMENT was not caused by misuse, static discharge, abuse, neglect, improper handling, installation, unauthorized repair,
alteration or accident. Modification of the VESSEL EQUIPEMENT by the BUYER, or at the BUYER's direction, unless specifically authorized in writing by the BUILDER, shall invalidate the above warranty.
|
| 2. |
Sole Remedies
|
| (a) |
The BUILDER shall be liable for personal injury only if it is proved that such injury was caused solely by a defect in the VESSEL EQUIPMENT or is attributable
solely to negligent Installation Instruction on the part of the BUILDER or others for whom the BUILDER was responsible.
|
| (b) |
The BUILDER shall be liable for any direct damage or loss to property (other than the VESSEL EQUIPMENT), if such damage or loss is caused solely by defects in
the VESSEL EQUIPMENT or is solely attributable to negligent Installation Instruction on the part of the BUILDER or others for whom the BUILDER was responsible.
|
| (c) |
The BUILDER's liability is in any event limited as set out in Article XII. It is emphasized however, that any direct damage to property (other than the VESSEL
EQUIPMENT, including, but not limited to, damage to other parts of the vessel or on the vessel itself), caused solely by defects in the VESSEL EQUIPMENT or solely attributable to negligent incorrect Installation Instruction on the part
of the BUILDER or others for whom the BUILDER was responsible, as detailed in Article 7.1(b) shall, for the purpose of this Article 7.1(c), not be considered indirect or consequential. For the sake of good order any indirect or
consequential loss or damage steaming from such direct damage to property shall be excluded in accordance with Article 12.1 below.
|
| (d) |
If a claim for damage as described in this Article VII is lodged against one of the Parties, the latter Party shall forthwith inform the other Party thereof
in writing.
|
| (e) |
The BUILDER and the BUYER shall be mutually obliged to let themselves be summoned to the court or arbitral tribunal examining claims for damages lodged
against one of them on the basis of damage allegedly caused by the VESSEL EQUIPMENT.
|
| 1. |
Exclusive to BUILDER
|
| 2. |
Parties' Warranty
|
| 1. |
Scope and Details for Supervision
|
| – |
The scope of supervision by the BUILDER shall be limited to the parts comprising the VESSEL EQUIPMENT as delivered by the BUILDER.
|
| – |
As to the period for supervision, the BUYER shall give a 4-week prior notice on or before the start of the same.
|
| – |
Each period of supervision shall last not more than 4 weeks, and, where there has been a delay due to a cause not attributable to the BUILDER (including, but
not limited to, the YARD) and the BUILDER was not able to perform the supervision the commissioning relating to the VESSEL EQUIPMENT, such delay ("Supervision Delay") shall also be included in such 4-week period.
|
| – |
In the event that the 4-week period for supervision has exceeded due to the Supervision Delay, the BUYER upon demand shall pay the additional costs therefor
to the BUILDER.
|
| – |
The BUILDER's working hours for supervision shall not be longer than 8 hours per day.
|
| 2. |
Installation by BUYER
|
| 1. |
Scope and Details, Costs
|
| – |
The scope of commissioning by the BUILDER shall be limited to the parts of comprising of the Vessel Equipment as delivered by the BUILDER
|
| – |
As to the period for commissioning, the BUYER shall give a 4-week prior notice on or before the start of the same.
|
| – |
The period of commissioning shall last not more than 4 weeks, and, where there has been a delay due to a cause not attributable to the BUILDER (including, but
not limited to, the YARD) and the BUILDER was not able to perform the commissioning relating to the VESSEL EQUIPMENT, such delay ("Commissioning Delay") shall also be included in such 4-week period.
|
| – |
In the event that the 4-week period for commissioning has exceeded due to the Commissioning Delay, the BUYER upon demand shall pay the additional costs
therefor to the BUILDER.
|
| – |
The BUILDER's working hours for commissioning shall not be longer than 8 hours per day.
|
| 2. |
Costs
|
| 3. |
Certification
|
| 1. |
General Limitation
|
| 2. |
Exclusion and Limitation of Liability
|
| 3. |
Extent of Liability
|
| 1. |
Force Majeure
|
| 2. |
Notice
|
| 1. |
This Agreement has been prepared in English and shall be executed in duplicate and in such number of additional copies as may be required by either Party
respectively.
|
| 2. |
Any amendments to this Agreement shall be made in writing and signed by both Parties in order to be valid.
|
| 3. |
If any provision under this Agreement is found to be inconsistent with or void under any applicable law, the validity of the remaining provisions shall not be
affected thereby. In such case the Parties shall agree to replace the ineffective provision with a provision of fundamentally the same contents, which, however, is legally valid, binding, and enforceable under the said law.
|
| 4. |
Failure by any Party at any time or times to require performance of any provision of this Agreement shall in no way affect its rights to enforce the same, and
the waiver by any Party of any breach or non-performance of any provision of this Agreement shall not be construed to be a waiver by such Party of any succeeding breach of such provision or waiver by such Party of any breach of any
other provision hereof
|
| 5. |
This Agreement may not be assigned by either Party unless consented to in writing by the other Party.
|
| 6. |
Upon or before delivery or in connection with the installation of the Exhaust Gas Cleaning System or in connection with the commissioning of the Exhaust Gas
Cleaning System, the Builder shall provide the Buyer with (in electronic format), all technical and operational information, and all installation and maintenance manuals in respect of the Exhaust Gas Cleaning System, including
appropriate certification under MARPOL, MPEC and a list of recommended scheduled maintenance activities in relation to the Exhaust Gas Cleaning System. It is understood that some documentation may not be available due to circumstances
outside the Builder's control, such as missing or delayed validation by the classification society or delayed MARPOL approval. The Builder shall make reasonable endeavors to promptly provide such documents as soon as possible.
|
| 7. |
In addition to the provision of the information in Clause 6, the Builder undertakes to provide the Buyer with any information which the Buyer may reasonably
request in relation to the Vessel Equipment including but not limited to any documents required for the import of the Vessel Equipment to the location of the Yard.
|
| 8. |
No variation of the Agreement, including the introduction of additional terms and conditions shall be effective unless it is agreed in writing by and between
the Parties.
|
| 9. |
The Builder is entitled to subcontract in whole or in part any of the performance of the Vessel Equipment to a third party without the consent of the Buyer.
The Builder is responsible for such subcontractor's acts and omissions as if they were the Builder's.
|
| 1. |
Governing Law
|
| 2. |
Arbitration
|
| 3. |
Alteration of Delivery Date
|
| 1. |
The Term.
|
| 2. |
Termination for material breach.
|
|
The BUYER:
|
The BUILDER
|
|
|
CHAMPION MARINE CO.
|
HYUNDAI MATERIALS CORPORATION
|
|
|
/s/ Stavros Gyftakis
|
/s/ CHO, Wook JE
|
|
|
By: Stavros Gyftakis
|
By: CHO, Wook JE
|
|
|
Title: Director
|
Title: General Manager
|