船舶建造合同(中英文)
（船号：）
本合同由依照 法律组建和存在， 并以 为注册营业地的 为一方（以下简称"买方"），和依照中华人民共和国法律组建并存在，以中国 为注册营业地的
船厂为另一方（以下简称卖方）于 年 月 日订立。
兹证明
鉴于本合同所含的双方的约定， 卖方同意设计建造、下水、装配、完成一艘 船， 并在完工和试航成功后出售给买方，具体细节，将在第一条中说明。本船将悬挂
旗，买方同意向卖方购买和接收前述船舶，并根据以下条款中所述金额付款。
第一条 说明和船级
1 说明
本船入级下述船级社，在设计吃水 米时， 载重量为 公吨的船舶（以下简称本船），本船的卖方船号为 ， 其建造、安装和完成应按下列技术规格书进行：
（1）技术规格书（图号： ）
（2）总布置图（图号： ）
（3）舯剖面图（图号： ）
（4）厂商表（图号： ）
上述随附技术文件由本合同双方签字（以下合称为"说明书"），并作为合同整体的一部分。
2 船级和规范
包括机器和设备在内的本船建造，应该按照 船级社的规则和规范（以下简称"船级社"）获得 标记记录并且符合说明书所规定的规则和规范。
买方应和船级社商定指派一名或多名代表监造师（以下称"监造师"），在卖方的船厂对本船进行监造。
所有和船级社有关的和为满足合同签字日前颁布的在本合同所要求的说明书中叙述的与规则、规范、要求所发生的费用，以及船舶建造的专利权使用费（如果有），除非另有规定及各方达成一致意见，否则均由卖方支付。为建造本船过程中所用的关键图纸、材料和工艺无论何时均需按照说明书叙述的船级社的规则和规范实施检查和实验。
船级社关于是否符合船级规范的决定是终局的，对双方均有约束力。
3 本船主要技术参数和尺度
（a）船体：
总 长： 约 m
两柱间长： m
型 宽： m
型 深： m
设计吃水： m
（b）推进装置
本船按说明书应配备一台 型主机。
4 保证航速
卖方保证按说明书要求本船的装载条件下的试航速度经修正后不低于 节。
试航速度应根据风速及浅水效进行修正。速度修正的方法应按说明书中的规定。
5 保证燃油消耗
卖方保证主机的燃油消耗在台架试验、正常连续输出工况以及燃油值为 千卡/千克时，不超过 克/马力。
6 保证载重量
卖方保证本船的载重量在满载吃水 m，海水比重1.025的情况下，不少于 公吨。
本合同使用的"载重量"一词，应符合说明书里的有关定义。
本船的实际公吨载重量应由卖方计算并经买方校核，所有为此计算所需的测量应在买方监造师或买方授权者在场时进行。
如果卖方和买方对此计算和/或测量有分歧，应以船级社的决定为准。
7 分包
卖方可以自行决定并负责将本船任何一部分的建造分包给经验丰富的分包商，但此类分包的提交和最后上船安装工作应在卖方的造船厂完成，卖方仍应对分包工作负责。
8 注册
本船应在交船及验收后，由买方根据 法律注册登记，一切费用由其自理。
第二条 合同价格和支付期限 1 合同价格
本船购买价格为 万美元（USD ），由卖方净收得（以下称"合同价格"），不包括本合同第五条提及的买方供应品的费用，并将根据本合同有关条款，如有，作加减帐处理。
2 币种
本合同中买方向卖方支付的任何费用均应以美元支付。
3 支付期限
合同价格应由买方按以下分期款项向卖方支付：
（1）第一期款项
数额为 美元（USD ）作为合同价格百分之 （
%），应在本合同生效时或之前并且卖方已向买方提交和本合同附件"A"相符的由北京中国银行出具的退款保函，并且卖方已收到本条第6款提及的由第一流国际银行签发的付款保函的同时由买方支付。
（2）第二期款项
数额为 美元（USD ）作为合同价格百分之 （
%）的款项，应在本船在卖方船厂开工后三（3）个纽约工作日内由买方支付。卖方应用电传或传真连同买方认定的证书通知买方，说明本船已在卖方车间开工，要求立刻支付本期款项。
（3）第三期款项
数额为 美元（USD ）作为合同价格百分之 （
%）的款项，应在本船第一只分段铺龙骨后三（3）跟纽约工作日内由买方支付，卖方应用电传或传真连同授权者认定的证书通知买方第一只分段已铺龙骨，并要求买方立即支付本期款项。
（4）第四期款项
数额为 美元（USD ）作为合同价格百分之 （
%）的款项，应在本船下水后三（3）个纽约工作日内由买方支付。卖方应用电传或传真连同授权者认定的证书通知买方本船已下水，并要求买方在本船下水后立即支付本期款项。
（5）第五期款项
数额为 美元（USD ）作为合同价格百分之 （
%）的款项加上根据本合同有关条款规定对本合同价格的修改或修正而导致的加减帐，应在交船日到期并由买方向卖方支付。卖方应在预定交船日十（10）天前用电传或传真向买方发出本期款项的付款要求。
4 支付方法
（1）第一期款项
根据第二条第三款（1）的规定，买方应以电汇的形式以美元汇付该期款项给由卖方指定的接收行。然后连同买方所要求的银行通知，转入卖方帐户，或其它由卖方临时指定的收汇行。
（2）第二期款项
根据第二条第三款（2）规定，
买方应以电汇的形式以美元汇付该期款项给由卖方指定的接收行。然后连同买方所要求的银行通知，转入卖方的帐户，或汇付到卖方将指定的其它接收行，该类指定应至少在付款到期日前十（10）天通知买方。
（3）第三期款项
根据第二条第三款（3）的规定，买方应以电汇的形式以美元汇付该期款项给由卖方指定的接收行。然后连同买方所要求的银行通知，转入卖方的帐户，或汇付到卖方将指定的其它接收行，该类指定应至少在付款到期日前十（10）天通知买方。
（4）第四期款项
根据第二条第三款（4）的规定，买方应以电汇的形式以美元汇付该期款项给由卖方指定的接收行。然后连同买方所要求的银行通知，转入卖方的帐户，或汇付到卖方将指定的其它接收行，该类指定应至少在付款到期日前十（10）天通知买方。
（5）第五期（交船时付款）
买方应在预定交船日至少三（3）个银行工作日之前，在卖方指定银行以买方名义存不可撤消的现金存款。有效期为三十天，数额为本期款项（按本合同条款，金额可能作调整）。同时出具一份不可撤消的指示，声明一旦卖方向该银行提交由买方凭买方授权代表和卖方签发的交船和接船协议书的副本，该存款归卖方所有。如有利息，归买方所有。
如果本船交船在上述三十天内没有实施，买方有权于到期日撤回该存款及利息。但是卖方通知买方新的交船日期后，买方应根据上述同样条件进行现金存款。
5 预付款
买方有权在本船交船前支付任何预付款，并至少应于三十（30）天前，书面通知卖方预付款项，此预付款项不包括本船的任何价格调整。
6 交船前支付分期付款的担保
买方应在本合同签署时向卖方提交一份由第一流国际银行（以下称"保证人"）签发符合附件"B"格式的以卖方为受益人，并为卖方银行和卖方信可的不可撤消、无条件的执行保函，此保函保证买方履行支付合同价的第二、三和第四期款项的义务。
7 退款
买方在本船交船前支付的所有款项都具有预付款性质。若买方解除或取消合同，并符合合同规定的解除及取消合同的条款时，卖方则需按买方指定的帐户电汇退还买方按本合同付给卖方的全部美元金额，其中包括从电汇付款日开始到退款为止的利息（利息根据有关条款的规定）。
卖方应该在合同签订日同时向买方提交由中国北京中国银行总行银行部签发的与附件"A"格式一致的退款保函，作为对买方的保证。
如果双方对卖方偿还买方已付的一期或数期款项的义务和对买方要求中国银行总行退款有所争议，应根据本合同第十三条所述，由卖方或买方提请仲裁。中国银行总行应停止或延迟付款，直至买卖双方间的仲裁裁决公布，除非按照英国法律仲裁裁决由卖方退款和按英国法律卖方已放弃或不在实施任何上述权时，中国银行总行没有义务付款。如果卖方不履行裁决或判决，则中国银行总行应付清仲裁裁决范围内规定的退款金额。
第三条 合同价格的调整
本船的合同价格应随以下条款的规定而予以调整。双方理解，任何合同价格的减少，是由损失的补偿而非罚款的方式来实现的：
1 交船
（1）如果交船日期延迟至本合同第七条规定的交船日期后的第30天的午夜12时之前，合同价格不作变动。
（2）如果交船日期自第七条所述日期之后延迟超过30天，则从交船日起的第三十天午夜12时起算。每迟一天合同价格减少 美元（USD ）。
除非双方对此另有协定，对延迟交船损失的补偿应从第五期合同价格的分期款项中扣除。但不论如何，最大延迟天数不应超过 （ ）天包括买方同意在延迟 （
）天后接船，如本条1（3）所述，即扣除的最大额为 美元（USD ）。
（3）如果按本合同第七条规定的交船日延迟了 （ ）天（为允许延迟天数加上不允许延迟天数的总和），买方可自行选择，根据第十条所述，解除或撤消合同。如果超过 （
），买方还未按第十条款通知取消合同，卖方可在此 （
）天后任何时间，将卖方估计的交船时间书面通知买方并要求买方选择。在此情况下，买方在收到通知的三十（30）天内或者取消本合同，或者同意在商定的新交船日接船，双方理解并同意如果本船未能在双方同意的新交船期交船，买方仍有权根据上述相同条款取消本合同。
（4）如果交船日期如第五、六、十一、十二和十三条所述而被延迟，则不应被视为延误交船，合同价格也不应降低，如果交船日由于第八条所述的允许延迟原因而延迟，则价格不作调整或减少。
（5）如果本船将早于本合同第七条所述的交船日提交，则卖方应以电传通知买方，且该通知至少在预计新的交船日前 （ ）天发出。买方按下述情况支付卖方一定数额的奖金。
如果在规定交船日前十五（15）天内交船，合同价格保持不变。如果比规定交船日期提前十五（15）天以上交船，在提前十五天的基础上，每提前一整天，在合同价上增加
美元（USD ）作为奖金，由提前交船而增加的合同价总数应加在合同的第五期付款中。但增加的总数不应超过 美元（USD ）。
实际交船期是在本合同第七条规定的交船期之后，允许的延长交船期之前，卖方无权得到本条款1（5）所规定的奖金。
（6）如果卖方未能按其宣布的新的计划交船日交船，则卖方仍可在此之后的某一天交船。
在此情况下，为了确定对买方的违约赔偿（根据本条第1款（1））和买方取消本合同的权利（根据本条第1款（3）），卖方新确定的交船日在任何情况下不应视为替代本合同第七条规定的原交船期。买方的上述违约索赔和取消合同的权利仍按第三条1（1），1（2）和/或1（3）的范围内执行。无论如何，第七条所述的交船日期（而不是卖方确定的新的预计交船日期）应视为买方有权违约索赔和解除本合同和卖方由于延迟交船违约赔偿责任的期限，如第三条1（1），1（2）和1（3）所述。
如果卖方实际上是在新的计划交船日之后但在第七条规定的交船日之前交船，卖方仍然可以按照第三条第1款（5）的规定获得奖金。
2 航速不足
（1）如果实际航速（试航时根据技术说明书修正后的速度）比第一条第4款所述的保证航速低0.3节，则合同价格不应改变。
（2）如果本船的实际航速（试航时根据技术说明书修正后的速度）低于第一条第4款所述的保证航速0.3节，从0.3节算起（包括0.3节），本合同价格应作如下减少：
小于0.3节 USD
大于等于0.3节小于0.4节 USD
大于等于0.4节小于0.5节 USD
大于等于0.5节小于0.6节 USD
大于等于0.6节小于0.7节 USD
大于等于0.7节小于0.8节 USD
大于等于0.8节小于0.9节 USD
大于等于0.9节小于1节 USD
（3）如果实际速度（试航时根据技术说明书修正后确定的速度）低于保证速度（
节）1节以上，则买方可自行选择根据第十条拒绝接船和取消合同，或根据上述方式减少船价后接受本船，但最高扣除额不得超过 美元（USD ）。
3 燃油消耗量
（1）如果造机厂台架试验测出主机的实际燃油消耗值超出本合同及说明书规定的保证燃油消耗值等于或少于百分之 （ %），则合同价格不应改变。
（2）如果台架试验测出主机的实际燃油消耗值超出保证燃油消耗值大于百分之 （ %），那么 %以上的油耗按每超1%，合同价格减少 美元（USD
），（不足百分之一的部分按比例计算）。
（3）如果台架试验测得主机的实际燃油消耗值超出保证燃油消耗大于10%，即油耗超过
克/制动马力/小时，买方有权作出选择，按第十条拒绝接船和取消本合同或减少船价后接受本船，最高减少金额为 美元（USD ）。
4 载重量
（1）如果根据技术说明书在规定的设计吃水状态下测得的实际载重量比保证载重量（ 吨）低 吨以内，则合同价格不予减少。
（2）如果载重量不足超过 吨，每超过1吨，合同价格则减少 美元（USD ）。
（3）如果本船实际载重量低于保证载重量 吨以上，则买方可根据本合同第十条所述拒绝接船和取消本合同，也可减价接受本船，合同价格减少最大不得超过 美元（USD ）。
（4）如果本船的实际载重，在规定设计吃水状态下，超过 吨的保证载重量，超过载重量 吨以下，合同价格不予增加，超过 吨的每1足吨合同价格增加 美元（USD ）。
由于载重量增加而增加的合同价总数应加在第五期付款中，但增加的数额不超过 美元（USD ）。
5 解除合同的效力
双方在此明确并同意在上述任何一种情形下，如果买方按合同本条条款规定解除本合同，买方仅享有第十条所规定的权利和赔偿，无权享有上述或其他地方所叙述的任何补偿或赔偿。
第四条 监造和检查
1 买方监造师的指派
买方将自费按时委派一名或多名代表（以下称为监造师）。监造师应由买方书面委任，并常驻在卖方的船厂，负责对在建船及其主机、辅机进行检验和监造。卖方保证为监造师进入中国按时办妥必要的签证，监造师应遵守中华人民共和国法律、法规和规章，买方负责给予卖方申办签证通知。
2 图纸认可
本合同双方在签订合同 天之内共同商定需送交买方认可的图纸清单（以下?quot;清单"）。在监造师抵达卖方船厂之前，清单中规定的图纸应寄送至买方，买方应在收到后
（ ）天内（不包括邮寄时间）将认可或注解的图纸寄回卖方。
在监造师抵达卖方船厂的同时，买方应书面通知卖方，陈述授权监造师可代表买方认可或不认可清单中所列的但尚未寄送给买方的图纸。监造师应在收到上述图纸后
天内将这些图纸连同认可或注解一并返回。
如果监造师或买方未在上述规定期限内通知卖方认可或不认可，则视为这些图纸已被自动认可。
经买方或监造师认可的图纸应视为最终的图纸，其任何改变应按本合同第五条的规定处理。
3 监造师的监督和检查
对本船的机械设备及舾装的必要检查由船级社和/或卖方的检查小组在整个建造过程中实施，以确保本船完全按照合同和说明书进行建造。
在交船前的所有时间内，监造师有权按照双方商定的试验清单参加试验及在卖方船厂、分包厂或任何加工地或本船有关材料的储存地检查本船及其机器、附件。如果监造师发现本船的建造或材料或生产工艺不符合或将不符合合同或说明书的要求，监造师应立即书面通知卖方，卖方如果同意买方的意见，则应在收到该通知后立即改正。买方应向卖方承诺和保证，监造师按照双方同意的检查步骤、日程和一般的造船惯例进行检查，并使建造成本的增加和建造误期时间减少到最低程度。
卖方应在其造船厂或就近处免费提供买方监造师的办公室和其他必要的设施。在本船建造期间直到交船日，监造师可自由出入本船及其机器、附件及和本船有关的施工场地和材料加工储放场，包括卖方的船厂、车间、仓库，从事本船施工的卖方分包商和材料仓库。如果卖方分包厂在本市以外地区，那么前往该处的费用由买方自行承担，监造师在市内的交通由卖方提供。
4 卖方的责任
在本合同项下买方雇佣的监造师均被视为买方的员工，买方、监造师或买方的雇员或代理人在船上/或卖方或分包商的厂区，参与建造本船而发生人员受伤，包括伤亡在内，只要不是因卖方、卖方的雇员或代理人或卖方的分包商的重大疏忽造成，卖方对此不承担责任。只要不是因卖方、卖方的雇员或代理人或卖方的分包商的重大疏忽所致，买方监造师、买方雇员或其代理人在中国财物的损坏、灭失等，买方概不负责。
5 薪水及费用
按本条，监造师或由买方雇佣的雇员的薪水及日常开支，均由买方自理。
6 进度报告
买方有权在本船建造期间任何时候要求卖方报告本船进度情况。
7 监造师的更换
卖方有权书面要求买方更换对建造本船不称职和不满意的监造师，并说明理由。如有必要，买方将派员至卖方船厂调查此事，如果买方认为卖方要求合理，即应尽快更换。
第五条 修改、变更和加帐
1 如何实施
本船建造所依据的说明书和图纸，可在本合同双方书面同意后的任何时候予以修改或变更，如果这类修改或变更或累积修改根据卖方的合理判断不会严重影响卖方所承担的其他义务，且买方同意按下述规定调整合同价格、交船时间和本合同其它条款（如果有）。在上述条件下，卖方同意尽力满足买方的此类合理要求，使上述修改和/或变更以合理的费用和合理可行的最短时间内完成。此类修改或变更的协议应包括一份合同价格增加或减少（如果有）的协议和交船时间推迟或提前的协议，并向卖方提供卖方满意的附加保证，或合同的其他更改或由于更改而改变说明书的协议。上述修改协议或变更说明书应由双方互换鉴定书或电传而生效，双方交换的函件或电传应作为建造本船说明书的修改部分，并作为本合同和说明书的一部分。在修改和/或变更说明书的协议达成后，卖方应按此对本船的建造进行修改，包括任何增减项目和建造相关的工作。如果双方因无论何种原因未就调整合同价格、或延长交船时间或提供卖方附加保证或修改合同条款达成协议，则卖方没有义务接受买方的任何修改要求。
2 规范、规则等的改变
（1）在本合同签订后，如果船级社及其他授权的法定机构修改或更改本合同和说明书中规定的规范规则时，买方或卖方在收到更改通知后应完整地以书面形式传给对方，买方收到卖方（或反之）上述通知后（
）天内，买方应书面将本船修改或变更的决定（如果有）通知卖方，并由买方自行决定是否在本船上实施修改或变更并传达该卖方。假如买方首先同意下述条款，卖方应及时对本船进行修改和更改。
a）关于实施此类修改或变更所发生的成本而引起的本船合同价格的增减；和/或
b）关于实施修改或变更而引起的交船时间的延长；和/或
c）关于实施这类修改或变更导致的保证载重量的航速的增减；和/或
d）关于实施这类修改或变更导致本合同或说明书或两者的任何改变；
e）由于合同价增加而向卖方提供卖方满意的附加保证。
有关条款修改或变更的协议，应按上述有关说明书和/或图纸的同样方式处理。
（2）如果不论何种原因，双方不能就合同价格和调整，或交船期的延长，或保证航速和载重量的增减，或向卖方提供附加保证，或本合同条款的任何修改（如有）未能达成协议，则卖方有权根据合同及说明书的有关条款继续建造本船，买方也应继续遵守未作任何修改的合同及说明书的条款。
3 材料和/或设备的代用
如果按本合同或说明书的需要用于建造本船的材料和/或设备无法及时采购而满足交船，在卖方提出合适证据并征得买方书面同意后，卖方可以提供达到船级社和建造本船所适用的规则、规范要求的材料及设备。
4 买方供应品
买方应在卖方指定时间内，将说明书中规定的由买方自费提供的供应品提交给卖方船厂。
如果买方未能在规定时间内将该供应品提供给卖方，且将影响交船，则本船的提交按所延迟的日期相应推迟。买方应赔偿由于其供应品延迟而使卖方遭受的所有损失和损害。此赔偿款在交船时结清。
如果买方供应品交付延期 （ ）天，则卖方为不损害自己的权益，有权在不将该项目安装到船上去的情况下继续建造本船，买方应接受按此完工的船舶。
在买方供应品送交卖方后，卖方应负责按说明书规定将项目存储和处理并安装到船上，不另收费。
在买方供应品运达后，双方应负责共同开箱检查，如果发现损坏且无法安装，则卖方有权拒收该买方供应品。
第六条 试航
1 通知
卖方以书面或电传并经书面确认的方式至少提前三十（30）天发出通知，并提前七（7）天确切通知买方和监造师关于本船按照规格书所述进行试航的时间和地点，买方和监造师要立即认可已收到该通知。买方代表和/或监造师应在船上见证该试航，并在试航期间检查本船的性能。若买方和监造师收到通知后，买方代表无法参加本船试航，本船的交船日期将因此根据买方代表迟到的天数做相应的延长。如在上述通知收到后，买方代表无法参加本船试航引起试航延迟七（7）天以上时，买方将被视为放弃参加本船试航的权利，卖方可在无买方代表参加的情况下自行试航，对此，买方必须在卖方和船级社会签的证书基础上于试航后并对本条提及的修正处修改后方接受本船。该证书用以证明本船符合合同和规格书要求，并在各方面均是满意的。卖方特此保证为买方代表按时办妥必要的入境签证，否则，试航将推迟至买方代表抵达卖方船厂时为止，由此引起的延迟不得作为本合同第八条中的允许延迟。但是如果根据中国现行的法律和/或规定，卖方无法接受买方代表的国籍和其他个人资料，那么应卖方电传要求，买方应立即更换该代表或数名代表。否则本合同第七条所述的交船日期，若气候恶劣，该试航将推迟至气象条件许可时的次日进行。本合同双方理解到，试航所在的中国水域，其气象条件多变，而且事前并无警报。为此，本船试航期间若气候突变恶劣，阻碍试航继续进行，同意将本船的试航中止和推迟至天气好转的次日进行，除非买方以电传方式同意，并以书面形式确认，以天气突变前所作的试航为基础接受本船。如果因气候恶劣而推迟试航，该延迟应视为本合同第八条中的允许延迟。
2 如何实施
（1）凡与试航有关的费用均由卖方承担。在本船试航期间和试航时，卖方必须自费提供必要的船员以符合安全航行的条件。试航应按规格书规定的方式进行，并满足规格书规定的性能。
试航路线由卖方确定，试航应在配备有速度测定设施的试航水域内进行。
（2）为满足规格书规定的试航条件，卖方应为本船提供所需的水、燃油和油脂，买方提供润滑油和液压油。双方提供的上述物品均应符合主机技术规格书的要求。在试航和试验期间所消耗的水、燃油、润滑油、液压油和油脂类费用由卖方承担。
3 试航载重吃水
买方根据本条第二款（2）规定提供试航所需供应品外，卖方应提供本船所需的淡水和试航所需的备品，使本船达到规格书规定的试航载重吃水所需的压载（淡水、海水或其他规定的压载物）由卖方付费。
4 验收或拒验的方法
（1）当卖方通知本船试航结束时，买方或买方的监造师应在此之后六（6）个工作日之内，以电传并用书面确认方式通知卖方接受本船或连同有关理由拒绝接受本船。
（2）但，若试航结果表明本船或本船任一部分包括其设备不符合本合同规格书要求，卖方应会同监造师检查故障原因，并采取有效的措施，消除故障进行修改，若有必要重新进行试航，买方不承担额外费用。当卖方通知这些修改和/或重新试航完成时，买方应在此六（6）个工作日内根据卖方所作的修改和更正后和/或重新试航的情况以电传并以书面确认的方式接受本船或连同有关理由拒绝接受本船。
（3）如果买方未能在上述（1）和（2）款规定的六（6）个工作日之内以电传并以书面确认接受或连同有关理由拒绝接受本船，买方应被视为已接受本船。
（4）本合同双方若对本船试航、试验的结果产生任何分歧、则应按地十三条规定的仲裁办法予以解决。
（5）买方不能因试航和/或进一步试航后有保留意见或备注而拒绝接受本船。卖方必须在按本合同交船前完成此类修改（如果这些修改被卖方接受）。
5 剩余消耗品的处置
在买方接船时，本船还剩有卖方为试航提供的燃油、淡水或其他消耗品，买方同意以交船港的现行市场价向卖方购买上述物品，买方按照本合同第二条3（5）和4（5）规定付款。
买方应自费为试航提供润滑油和液压油，买方将以原价偿还上述试航实际消耗的润滑油和液压油，卖方按照本合同第二条3（6）和4（6）规定付款。
6 验收的有效性
按上述规定，只要本船符合本合同和说明书，买方以书面或电传通知卖方接船应为最终的和有约束力。如果卖方符合下述其他条款规定的全部程序交船，买方不得拒绝卖方正式提交本船的要求。
第七条 交船
1 时间和地点
根据本合同第六条规定完成试航（或可能的重新试航）并为买方接受后，按技术说明书要求，本船将在 年 月
日或之前在安全系泊状态下由卖方在卖方船厂连同所有入级证书和法定证书交给买方，如果本船建造或本合同的履行因本合同许可的原因延迟交船，上述日期可予以顺延。
上述日期或按合同条款延迟的交船日期称之为"交船日期"。
2 何时和如何实施
如果买方和卖方各自履行了其在本合同中的全部义务，本船的交付应在卖方向买方提交确认交船的交接船证书以及买方向卖方接船证书的同时立即生效，交接船文件一式四份，双方签字生效。
3 应提交给买方的文件
在买方接受本船时，买方应将下列文件（取决于第五条2中的内容），连同交接船证书提交给买方。
（1）卖方按说明书进行的本船试航报告；
（2）本船设备、属具含说明书规定的零备件等的清单，由卖方制定；
（3）卖方按第六条第五款指定的消耗材料、储备品清单；
（4）卖方按说明书制定的本船完工图；
（5）卖方提供的载重量和倾斜试验报告；
（6）按合同和说明书要求在本船交付时需提供以下全部证书：
……
各类证书需由有关当局或船级社出具。本船需满足本合同签字时业已生效的有关规范规则。所有证书应有一份原件交本船留存，二份副本交买方。
如果在交船时船级社或卖方以外的任何第三方无法出具完整的证书，卖方需提供船级社或卖方以外的第三方出具的临时证书，而在临时证书有效期届满前，卖方应将正式证书提交买方，对此，买方应予以接受。
（7）卖方出具保证声明，即本船的任何留置权、费用、索赔、其他妨碍买方所有权的事项均不存在或已结清。特别是本船的交船港所在省或国家的赋税或费用绝对无关，也与卖方在交船前在其分包商、雇员和船员在本船试航或其他场合中发生的全部债务绝对无关。
（8）卖方开具的商业发票。
（9）卖方提供的销售帐单。
4 产权和风险
本船的产权和风险只在交船时才转移至买方。如上所述，双方在充分理解交船之前，本船和其他设备的产权完全为卖方所有，卖方承担风险。
5 船舶的驶离
买方在本船交付和接受后即拥有本船，并在本船交付和接受后七（7）天内将本船驶离卖方的码头。若买方未能在上述七（7）天内将本船驶离卖方的码头，在这种情况下，卖方有权要求买方在此后的任何时间立即移开本船，买方应向卖方支付合理的船舶停泊费。
6本船招标
如果买方无正当理由无法在本船按合同和说明书建造完成后接船，卖方有权在上述所有必备程序完成后招标出售本船。 第八条 交船时间的推迟和延长
1 推迟原因
在实际交船前的任何时候，本船的建造和交船前所履行的条款（包括分包商的）因不可抗力的原因诸如战争、封锁、革命、暴动、战争动员、国内骚乱、暴乱、罢工、破坏、工厂关闭、当地气温超过35℃、天灾、公害、瘟疫或其他流行病、地震、潮汐、台风、飓风、风暴或其他非卖方或其分包商所能控制的原因（视情况而定），以及任一描述的不可抗力，无论其性质前面是否指明，或卖方遭受损失或卖方工厂或其分包厂或本船的任何部分遭受火灾、洪水或其他有可能非卖方或其他分包商所能控制的原因或由于设备和/或材料供应厂商破产，由于上述不可抗力的原因所产生的推迟时，卖方对此类推迟不承担责任，本船交付日期予以顺延，船价不得有任何扣减，但总的延长时间不应超过所有此类推迟的总和并受本条第三款中买方取消合同的权利和本合同所有关于所有权和允许推迟交船时间的相关条款的制约。
2 推迟通知
在卖方认为有权按本合同宣布推迟交船时，卖方应在推迟发生之日起七（7）天内以电传并以书面确认的方式通知买方推迟的日期和原因。
同样，此类推迟结束后七（7）天内，卖方应以书面或书面确认的电传通知买方推迟的终止时间，并确定由于此项延迟原因引起的本船交付的最大推迟日期。买方在收到该通知后三十（30）天内未能对卖方要求推迟交船作出反应，则被视为买方放弃反对推迟的权利。
3 超时推迟而取消合同的权利
如果所有允许推迟和非允许推迟的累计时间达到或超过 （
）天，但不包括第十三条所述的由于仲裁或买方违约或买方供应品延付引起的推迟，也不包括第五、六、十一和十二条中允许的延长或推迟交船的日期，在这种情况下，买方可根据本条款并按照本合同第十条的规定，以电传方式通知卖方取消本合同，该取消通知需经书面确认。卖方可在上述累计推迟时间之后的任何时候书面要求买方作出选择，这时买方在收到该要求后三十天内通知卖方其取消意图，或同意将交船日期延长至双方同意的日期，在此双方理解并同意，如果再发生本合同规定的推迟而引起取消，买方仍有权按上述有关条款取消合同。
4 允许推迟的定义
由本条第一款所述的原因导致的推迟，但不包括本合同条款所允许的任何其他交船日期的延长应理解为（并在此称为）允许推迟，并区别于按本合同第三条规定需调整船价的非允许推迟。
第九章 质量保证
1 材料和工艺的保证
在卖方将本船交付给买方后12个月内，卖方保证对本船、其船体、机械设备及其所有部件和所有由卖方和/或本合同中的其分包商制作完成或提供的包括材料、设备（但由买方或以买方名义提供的任何部件除外）发生因材料缺陷、设计错误和/或制作工艺错误引起的缺陷承担责任。
2 缺陷的通知
买方发现属于本保证范围内据以索赔的缺陷或偏差后，应立即以书面或书面确认的电传通知卖方。在买方的书面通知中应详细说明缺陷的性质和由此引起损坏的程度。卖方在保证期到期后三十天内未收到缺陷通知，卖方对保证期到期之前发现的缺陷不承担义务。在保证期到后三十天内应电传通知发生的缺陷，需要说明缺陷的性质和损坏的程度，则随后的索赔视为符合要求。
3 缺陷的修复
卖方应自行对本条所保证的本船或设备的任何部分所发生的缺陷进行必要的修复和/或更换。这些修复和/或更换应由卖方完成。
但是，如果卖方不能修理本船，如果卖方的更换材料、部件的运输将影响或推迟本船运行，那么在此情况下，买方可自行选择在其他地方进行必要的修理或更换，但买方无论如何应首先尽快地用书面通知或书面确认的电传，告知买方将要修理的时间和地点。如果本船及其运行没有推迟，其运行未受损害，卖方有权由自己的代表或船级社代表，核实买方提出的缺陷的性质和范围。在此情况下，卖方在检验结束后，应迅速用电传通知买方，承认或拒绝这类缺陷属其担保提供范围。在一般情况下，随后指派的保证工程师，将代表卖方。
出现下列情况，卖方应立即将包括此类修理或更换含运输费的实际成本，或按日本、韩国、新加坡主要船厂实施类似修理或更换的平均费用包括其运输费用取其低者以美元电汇给买方。
（1）卖方承认按本条应补救的缺陷，或
（2）卖方在收到买方缺陷通知后三十天内，不接受也不拒绝上述缺陷，也不请求仲裁。
任何争议将按照本合同第十三条的规定提交仲裁。
4 卖方的责任范围
卖方对在上述担保期满后发现的缺陷不负责任。
卖方对由于本条第一款所述原因引起缺陷或损坏负责，卖方责任局限于上面第一款中规定的担保期内，由于一般磨损或不是由于上面第一款中规定的缺陷而导致的该船设备损坏，卖方无义务修理。发生在海上或其他地方的火灾、意外事故、或错误处理事故、疏忽或故意疏忽，是由买方及其雇员、代理人，包括该船官员、船员、乘员或在该船上工作的人员引起的，而不是卖方及其雇员、代理人或分包商引起的，因而造成该船及设备损坏，卖方不负责任。同样，对于那些由卖方和/或其分包商以外其他人的修理或更换而造成的本船设备任何部件的损坏，卖方不负责任。
根据本合同条款，卖方将本船交给买方后，解除了本合同所述的一切责任和义务（保留第九条所明确规定的对买方的义务），包括但不限于工艺、材料、设备、设计缺陷或其他缺陷的责任和义务，以及由于卖方忽略或错误导致的损失的责任或义务。卖方不负责买方在本船所承担的义务中的间接损失或特定损失或不论何种原因造成的，包括但不限于浪费时间，损失利润或收入或滞留费用在内的费用。
本条担保及卖方责任与义务是专有的和不可替代的，于此表示买方放弃了其他补救、保证、担保或责任，无论这些权利是明示的还是默示的，由法律赋予还是其它（包括但不限于适用性、适销性和间接损坏方面的责任）规定的，是否由卖方疏忽所引起的。该担保不能延长、变更或改变，除非买卖双方正式授权代表签署书面文件。
5 保证工程师
卖方应指派一名或二名保证工程师作为卖方代表，从本船交付之日起为该船服务十二（12）个月。买方及其雇员应给予该保证工程师充分的合作以便其履行卖方代表在船上的职责。买方应按照该船轮机长待遇给予保证工程师，并应向其提供食宿，卖方和/或保证工程师对此不承担费用。
买方应每月向保证工程师支付 美元（USD
）作为各项开支，其中包括工资。买方还应承担在服务期满后飞返中国的旅费及保证工程师在履行其职责时与卖方面通讯联系的费用以及（如有）其医药费和住院护理费。买方及其继承人和/或指定人有责任向卖方和/或保证工程师和/或卖方赔偿保证工程师的个人伤害，包括死亡、或保证工程师财产的破坏、损失或缺损，如果该死亡、伤害、损失和/或缺损是由于买方，其继承人和/或指定人或其雇员和/或代理人的重大疏忽或故意失误造成的。
有关本款细节，合同双方应按照本款内容在交船时另行签订一份协议。
第十条 买方的取消、拒收和解约
1
买方在本船交船前支付给卖方的付款为预付款。如果买方行使其根据本合同条款准许的取消和/或解除本合同的权利，买方应以书面或书面确认的电传通知卖方。这种取消和/或解除合同的通知应于卖方收到通知之日起生效。
2
届时，卖方应立即以美元向买方退还其因本船而向卖方支付的所有款项，除非卖方对买方的取消和/或解除有争议而提请仲裁。如果卖方对买方上述的取消和/或解除本合同有争议而提请仲裁，或卖方对仲裁裁决提起上诉时，卖方不退款，买方也无权要求中国银行根据退款保函退款，直至仲裁庭的裁决生效，裁定买方胜诉，买方的取消和/或解除是合法的，并由仲裁庭通知卖方为止。
如果买方由于第八条第三款规定的累计推迟 （ ）天或因第三条1（3），2（3），3（3）或4（3）的规定取消或解除本合同，卖方有退款义务，那么卖方应以美元按百分之
（
%）的利率一并付给买方。利息自该款项被中国银行纽约分行收到之日或卖方根据第二条4（2），4（3）或4（4）指定的其它银行帐户收到买方付款之日起计算至卖方向买方电汇退款之日止。但按本合同第十四条规定的总损失而实施取消或解除本合同，那么应根据此要求的数额向买方退款，不计利息。
3 在卖方向买方作此退款后，本合同各方对他方的责任、义务将完全解除。
第十一条 买方违约
1 违约定义
如果出现下列情况，买方被视为违反本合同规定之义务。
（1）根据第二条规定，第二期或第三期或第四期款项到支付期，并收到卖方按第二条提出的付款通知后，买方未予支付；或
（2）买方在收到卖方根据第二条的规定提出的付款要求后未根据第二条第3（5）和4（5）向卖方支付第五期款项；或
（3）卖方根据本合同第七条规定按时提交本船，而买方没有接船。
2 违约通知
若买方因上述付款或履行义务违约，卖方应于本条第一款所述之违约发生之日，用电传通知买方，买方应立即用电传向卖方确认上述通知已收到。若买方在三（3）个日历日内不向卖方发出电传确认，应视为买方已按时收到上述通知。
3 利息和费用
（1）如果买方对于本条第1（1）和/或1（2）规定的进度款项付款违约，自付款到期日后的15天期间，买方应按年利率为百分之 （
%）支付分期付款利息，十五（15）日之后按年利率为百分之 （
%）直至全部款项付清为止。如果买方未按本条第1（3）规定接收该船，应视为买方第五期进度款付款违约，并应支付按前述利率计算的利息，自第七条第7款规定的准备交船之日起算（包括当时在内）。
（2）如果买方违反了前述1（1）、1（2）或1（3）的规定，除本合同有关规定条款外，买方不应支付卖方因买方违约而支出的成本、费用和开支。
4 交船前违约
（1）若买方出现本条第1（1）、1（2）或1（3）所规定的违约，可根据卖方选择，将交船日按买方违约持续时间推迟。
（2）若买方出现本条第1（1）、1（2）或1（3）所定义的违约，并持续十五（15）天，卖方可行使下列权利和补救措施。
（i）卖方根据本条第2款已用书面确认的电传（或传真）向买方发出违约通知，卖方有权自行选择取消或解除本合同。在买方收到取消或解除的电传通知后，所有买方供应品归卖方所独有，本船及其设备、机器应由卖方单方出售或采取其他措施；和
（ii）（适用于买方对本条1（1）所定义的违约）卖方有权要求买方支付第五期款项、利息以及根据本合同规定出售本船所花费成本和/或费用，有权宣布未付的第二期、第三期、第四期款项到期，在宣布后，卖方有权要求担保人按其签发的保函条款立即支付所有未付的第二期、第三期和第四期款项。
5 本船的出售
（1）当按上述规定取消或解除本合同后，如果认为适当，卖方完全有权建成或不建成本船，在此状态下卖方可公开或私下出售本船，采取自己认为合适的方法而无须对买方由此招致的损失或损害负责。
若出售本船，卖方应用电传或书面通知买方。
（2）若出售已完工的本船，卖方出售所得收益应首先用于支付销售费用和由于买方违约给卖方造成的经济损失，然后支付未付的各期款项和/或合同价格差额及利息，利息按前述相关条款的规定，其利息计算自各到期日起算至售船收益日止。
（３）若出售未完工的本船，卖方出售本船所得收益应首先用于支付销售费用和成本，由于买方违约对卖方造成的经济损失，然后支付建造本船所有成本（这里所指的建造成本应包括但不限于劳务费，和／或卖方为设备和／或未安装到船上的材料所付费用）；和／或卖方已支付和／或要支付的本船任何费用、开支、消费和／或专利税减去卖方保留的分期款项，并补偿卖方因取消和解除本合同遭受的合理数额的利润损失。
（４）在上述任何一情况下，若售船收益超过前述按照规定所需支付的总额时，卖方应立即将超过部分无息付给买方。但付给买方的各款项，如果有，数额不应超过买方已支付的各期款项的总额和买方供应品的成本。
（５）若售船收益不足支付前述应付款项的总额，买方应按卖方要求立即支付其差额。
第十二条 保险
１ 保险范围
自本船第一只分段上船台之日起至本船完工、交付及买方接收之时止，卖方应自费向中国一流保险公司投保本船及运至船厂用于建造、安装到本船上的所有机器、材料、设备及舾装件，包括买方供应品。
到交船日，保险总额应该至少等于，但不限于买方付给卖方各期价款的总额，其中包括买方供应品的价值。上述保险单应以卖方名义出具，此保险单下的一切损失向卖方支付。
２ 保险赔偿费的使用
（１）部分灭失
如果本船在交付和买方接收前，本船属于保险范围内的原因遭受损坏，且该损坏未对本船造成实际全损或推定全损，卖方将凭本条第１款所指定的保险单获得保险赔偿，并将其用于修理损坏部分，以满足说明书中所列的船级社及其他团体、当局的要求，也不向买方追加额外费用，买方应按合同接收按本合同及说明书完成的本船。
（２）全损
若本船认定为实际全损或推定全损，则卖方应当：
（i）根据合同双方协议，按本合同条款继续建造。在此情况下，按前述保险单所得保险赔偿应用于重新建造和／或修理本船损坏部分和／或重新配备买方供应品，而不向买方加帐。但是合同双方须首先书面同意因重建工作实际需要，交船日期合理顺延及包括合同价格在内的合同其他条款的调整。
（ii）如果出于各种原因，合同双方未能对上述事项达成协议时，卖方应立即不计利息地向买方退还买方按本合同已向卖方支付的所有分期付款以及买方船上供应品保险赔偿金额，至此本合同被视为已取消，合同各方对他方的权利、责任、义务到此终止。
在收到有关本船实际或推定全损的电传通知后三十（３０）天内，买方应根据本款内容书面或电传通知卖方对此是否同意，若买方未对卖方作出此类通知，则将视为买方对此不同意。本合同将视为被取消和解除，买方获前述退款，且应适用本条条文。
３ 卖方保险责任的终止
卖方对本船的保险责任在本船交付和为买方接受时即告停止和结束。
第十三条 争议和仲裁
1 仲裁条款
凡因本合同引起的或与本合同有关的任何争议，均应提交中国海事仲裁委员会，按照申请仲裁时该会现行有效的仲裁规则进行仲裁。仲裁裁决是终局的，对双方均有约束力。
2 交船期的变更
若就交船的争议问题提请仲裁时，卖方无权延长第七条规定的交船日期，买方也无权在规定的交船日期或卖方新定交船日期推迟接收本船。如果出于仲裁而影响本船建造，卖方可以延长第七条所定的交船日期，仲裁裁决应包括允许推延交船日期的期限。
第十四条 转让权
合同双方都不得将本合同转让给其他个人、商号、公司、或法人团体，除非事先征得双方同意。
第十五条 税务和关税
1 税务
所有与本合同有关的中国境内的税务，如果有，包括印花税（如果有的话）应由卖方负担。卖方在中国境内或其他地方获得的用于建造本船的设备或装备，其税务和/或关税应由卖方负担。
2 关税
根据合同/或说明书条款将要或可能由买方从国外提供安装到本船的材料和设备以及由买方从国外提供本船航行用的备件、食品、物资在中国境内征收的关税以及出口本船或其部件、设备的出口关税费用（如果有），应由卖方向买方补偿并保证买方利益不受损害。
除上述的税务和关税外，其他的税务和关税，如果有，应有买方负担。
第十六条 专利、商标和版权
本船的机器和设备可能印有专利号、商标和厂商名称。卖方应保证买方不受专利责任或各种性质与种类的专利侵权的索赔，其中包括履行本合同用于本船的已获专利或可获专利的发明而支出的费用，也包括可能有的诉讼费用和开支。
本条所述内容不应理解为可以转让本合同有关设备的专利权、商标号和版权。上述权利应完全归其真实、合法所有人持有。当本合同其他条文相反，卖方基于本条的责任，将不随任何具体期限届满而终止。
卖方在此承担的保护范围不包括由买方提供给卖方的设备或部件。
第十七条 通知
所有本合同有关的通知和通讯应使用以下地址：
买方：
地址：
电话：
电传：
传真：
卖方：
地址：
邮编：
电话：
传真：
电传：
若地址变更，变更方应用挂号信通知对方。若未给对方以变更通知，则对方以前知道的地址，将被视为是正确的地址。
所有有关本合同的通知、要求、请求、说明书、建议和通讯，在到达对方地址后即视为已递交、答复确认电传或传真在发送时即视为已递交。
所有有关本合同的通知、通讯、说明书和图纸应用英文书写，本合同双方无义务将其译为其他语言。
第十八条 合同生效日期
本合同具备下列条件后生效：
（1）本合同与说明书已签字；和
（2）卖方收到根据本合同第二条3（1）和4（1）规定的第一期分期付款；和
（3）卖方收到根据第二条第6款由买方一流国际银行出具的并由中国银行及卖方认可的保函；形式如合同附件"B"。
（4）买方收到根据第二条第7款由中国银行总行银行部出具的退款保函，形式见本合同附件"A"。
不论什么理由，上述各项条件中有一项或几项没有实现，则本合同应视为无效，不再具有任何效力。
第十九条 解释
1 适用法律
双方同意本合同和每一条款均按 国法律解释并有效。
2 不一致性
本合同说明书中所有文字和要求是用来阐述、解释和完善本合同的要求的。但如果说明书的文字和要求与合同条文不一致的解释，在此情况下，应以本合同条文为准。说明书与图纸也是互相解释的。如果有的内容，图纸上标明但说明书未作规定或说明书有规定而图纸上未标明，应视为两者都包含此内容。如果说明书与图纸相矛盾，以说明书为准。
但在本合同生效后，双方同意对说明书进行的修改，可能会引起合同与说明书不一致或矛盾时，则以修改或变动为准。
3 定义
没有指明"银行日"或"工作日"的"日"应理解为"日历日"。
在此证实，有关各方于本文开头写明的日期正式签署本合同。
买方：
（签名）
姓名：
职务：
证人：
卖方：
（签名）
姓名：
职务：
证人：
承造方：
表"A" 不可撤消的付款保函
致：
日期：
敬启者
不可撤消的付款保函号
应 船厂（以下称为卖方）要求并鉴于你方同意按照你方与卖方于 年 月 日签订的标号为H ，载重吨为 的
船（以下简称为本船）的建造合同（以下简称本合同）在交船前支付卖方各期款项，我们（担保方）特在此向你方保证卖方退还总额不超过 美元（USD
）的款项。即根据本合同你方在交船前支付的本船合同价的第一期付款 美元整（USD ），本合同价的第二期付款 美元整（USD ），本合同价的第三期付款
美元整（USD ），以及本合同价的第四期付款 美元整（USD
）。若上述款项或其一部分根据本合同条款（第十条或第十二条2（2））应由卖方偿付而卖方未付，且你方是因交船允许延迟而解除合同，我们将支付卖方应付金额，但无利息，如延迟交船总计达
天，你方根据本合同第八条第三款或第三条1（3），2（3），3（3）或4（3）所述情况解除合同，我方支付你方款项及利息，年利率为百分之 （
%），其他情况下年利率为百分之 （ %），在收到你方要求退款的有关书面要求后三十（30）个营业日之内，我方即支付上述款项。
但，当你方与卖方就下列问题有分歧时：
（1）卖方是否有责任退还你方支付的各分期付款，以及
（2）你方最终是否有权要求我们付款以及卖方或你方根据本合同第十三条将此分歧提交仲裁时，我们有权解除和延迟付款直至买卖双方之间的仲裁裁决公布，且只有在仲裁裁决要求卖方退款和按英国法律卖方已放弃或不再实施任何上诉权时，我们才有义务付款。如果卖方不履行裁决判决，我们则应付清裁决范围内规定的金额，总金额不超过担保金额加上述利息。
上述退款我方将以美元形式支付你方已付的货币金额。本保函于卖方根据本合同在交船前收到你方的第一期付款时生效。本保函项下有效金额应与你方在本船交付前实际支付的总金额相符。但保函所付金额无论如何不应超过你方付给卖方的实际金额，以及上述从卖方实际收到每笔分期付款开始到退款日为止所计的利息，年利率根据具体情况为百分之
（ %）或 （ %）。
本保函有效期至本船交给你方及你方接受时止，或者依据本合同卖方或我们已向你方退款时止，或直到
日（根据本合同第七条规定的交船期后第三十天）止。上述情况取其发生在前者。此后你方须以航空件将此保函退至我方以示撤消。但在下述情况下：
（1）如果本船仍在建造尚未完工，本保函有效期延至 日（即本合同第七条规定的交船期后 天），或延至本合同规定的交船及为你方接受的日期，如果此日期在前，或者
（2）如果你方与卖方就本合同所述事项诉诸仲裁时，本保函有效期将自动延至仲裁裁决下达后第三十（30）日。
本保函适用中国法律。
中国银行
表"B"第二、第三及第四期款项不可撤消的付款保函 银 行
致：
船厂
日期：
敬启者：
（1）鉴于你方与买方 （以下简称买方）于 年 月 日签订了一艘载重吨为 公吨 船，即船厂标号为
船（以下简称本船）的销售合同（建造合同），我们作为第一债务人，而不仅是一个担保方，特此不可撤消地绝对地及无条件地保证，买方按时支付如下述（2）详细规定的 美元（
）合同总价中的第二、第三及第四期的所有款项。
（2）根据本造船合同条款，下述受保款项包括本船开工后三（3）个银行日内买方应付的第二期款项，计 美元整（
）以及本船第一只分段上船台后三（3）个银行日内买方应付的第三期款项，以及本船下水后三（3）个银行日内买方应付的第四期款项，计 美元整（ ）。
（3）作为第一债务人，而不仅仅是一个担保方，我们亦不可撤消地、绝对地及无条件地保证按时支付每期受保违约款利息，利息按年利率百分之 （
%）自每期付款违约的当天起至该违约款付清止计算。
（4）如果买方违约没有按时支付任一期受保款项，或者买方没有支付任一期款项利息，如该违约持续时间达十五（15）天，那么我们收到你方的第一份书面通知，将立即支付第二期、第三期及第四期款项及第（3）项所述的利息给你方或你代理人，同时不要求你方对卖方或你所持的抵押品采取进一步的行动、措施或步骤。
（5）我们特此同意本保函及下述义务可转让，由你方选择，如被转让，将保证你方所指定的任一第三方的利益或者中国银行总行营业部作为你方的代理人，上述第三方或中国银行总行营业部被视为已在此处指定。
（6）本保函下由我方支付的任一款项应以美元形式电汇给 银行，转入你方在 的帐户，受益人为你方及你方代理人，卖方指定的接收行，或卖方临时指定的其他接收行。
（7）我们的责任不受如下因素的影响或损害：在本建造合同项下作为卖方的你方与买方发生的任何争议、或不管何种原因引起的造船延误和/或交船延误，或造船、交船期的变更或延期，或现在及以后与此有关的任何抵押品与赔偿，或由你方或其他与此有关的任何他人所给予的赦免，或与此有关的条款的不履行或无效，或除上述以外的其他任何减少本保函下责任的因素如任一行为，疏漏、事实或条件。
（8）你方的任一书面声明和要求须经你方一位负责人签发递交我方，或如果邮寄则寄至 （或我们书面通知你方的其他地点），或是经中国银行书面确认的合法电传（电传号：
）。
（9）本保函一经你方收到即开始全面生效并且有效期持续至卖方交船，买方接受本船并且买方已全部履行接船责任，或持续至买方或我方已全部付清第二期、第三期和第四期款项以及相应利息，两者中取其早者。
（10）但根据本保函，我们付给你方的最大款项金额不超过总额 美元，即如下金额：
（a）本保函担保的第二期、第三期及第四期款项总计 美元，和
（b）年利率百分之 （ %），为期六十（60）天的分期款项的利息 美元。
（11）本保函下由我方支付的所有款项，不得抵消、反诉和因任何税、关税或收费被减少或扣留，除非法律要求。如属后者，我们将在许可范围内尽量减少或少留，并且，如有必要，支付额外金额以使你方净收入在减少扣留后仍等于未经减少或扣留的应付金额。
（12）本保函按英国法律解释，我们特此为在英国境内进行的任何法律行为或诉讼向不享有司法特权的英国法庭呈递此保函。
（13）本保函于上述日期到期。此后，你方须退回此保函并不附带任何要求。
（14）我们于上述年月日授权代表使本保函生效并已递交。
兹以为证。
谨上
签字
SHIPBUILDING CONTRACT
FOR
CONSTRUCTION OF ONE
(HULL NO. )
BETWEEN
as BUYER
and
SHIPYARD
as SELLER
SHIPBUILDING CONTRACT
FOR
CONSTRUCTION OF ONE DEADWEIGHT (HULL NO. )
This CONTRACT, entered into this day of by and between , a corporation organized
and existing under the Laws of , having its registered office at (hereinafter
called the "Buyer" ) on one part; and Shipyard, a corporation organized and
existing under the Laws of People’s Republic of China, having its registered
office at , the People’s Republic of China (hereinafter called the "Seller")
WITNESSES
In consideration of the mutual covenants contained herein, the Seller agrees to
build, launch, equip and complete at the Seller’s Shipyard and to sell and
deliver to the Buyer after completion and successful trial one (1) Vessel as
more fully described in Article I hereof, to be registered under the flag of and
the Buyer agrees to purchase and take delivery of the aforesaid Vessel from the
Seller and to pay for the same in accordance with the terms and conditions
hereinafter set forth.
ARTICLE I DESCRIPTION AND CLASS
1. DESCRIPTION:
The Vessel is a metric tons deadweight, at designed draft of meters (hereinafter
called the "Vessel") of the class described below. The Vessel shall have the
Seller’s Hull No. and shall be constructed, equipped and completed in accordance
with the following "Specifications":
(1)Specification (Drawing No. )
(2)General Arrangement (Drawing No. )
(3)Midship Section (Drawing No. )
(4)Makers list (Drawing No. )
Attached hereto and signed by each of the parties to the Contract (hereinafter
collectively called the "Specifications"), making an integral part hereof.
2. CLASS AND RULES
The Vessel, including its machinery and equipment, shall constructed in
accordance with the rules and regulations (hereinafter called the
"Classification Society") and shall be distinguished in the record by the symbol
of ＋ , , , , , and shall also comply with the rules are regulations as fully
described in the Specifications.
The Seller shall arrange with the Classification Society assign a representative
or representatives (hereinafter called the "Classification Surveyor") to the
Seller’s Shipyard for supervision of the construction of the Vessel.
All fees and charges incidental to Classification and to comply with the rules,
regulation and requirements of this Contract as described in the Specifications
issued up to the date of this Contract as well as royalties, if any, payable on
account of the construction of the Vessel shall be for the account of the
Seller, except as otherwise provided and agreed herein. The key plans, materials
and workmanship entering into the construction of Vessel shall at all times be
subject to inspections and tests in accordance with the rules and regulations of
the Classification Society.
Decisions of the Classification Society as to compliance or noncompliance with
Classification rules and regulations shall be final and binding upon the parties
hereto.
3. PRINCIPAL PARTICULARS AND DIMENSIONS OF THE VESSEL
(a) Hull:
Length overall abt: . m
Length between perpendiculars . m
Breadth . m
Depth . m
Design Draft . m
(b) Propelling Machinery
The Vessel shall be equipped, in accordance with the Specifications, with type
Main Engine.
4. GUARANTEED SPEED
The Seller guarantees that the trial speed, after correction, is to be not less
than nautical miles per hour on the loaded condition stipulated in the
Specification.
The trial speed shall be corrected for wind speed and shallow water effect. The
correction method of the speed shall be specified in the Specifications.
5. GUARANTEED FULE CONSUMPTION
The Seller guarantees that the fuel oil consumptions of the Main Engine is not
to exceed grams/ brake horse power/ hour at normal continuous output at shop
trial based on diesel fuel oil having a lower calorific value of , kilocalories
per kilogram.
6. GUARANTEED DEADWEIGHT
The Seller guarantees that the VESSEL is to have a deadweight of not less than,
metric tons at the designed loaded draft of meters in sea water of 1.025
specific gravity.
The term, "Deadweight", as used in this Contract, shall be as defined in the
Specifications.
The actual deadweight of the Vessel expressed in metric tons shall be based on
calculations made by the Seller and checked by the Buyer, and all measurements
necessary for such calculations shall be performed in the presence of the
Buyer’s supervisor (s) or the party authorized by the Buyer.
Should there be any dispute between the Seller and the Buyer and the Buyer in
such calculations and/ or measurements, the decision of the Classification
Society shall final.
7. SUBCONTRACT:
The Seller may, at its sole discretion and responsibility, subcontract any
portion of the construction work of the Vessel to experienced subcontractors,
but delivery and final assembly into the Vessel of any such work subcontracted
shall be at the Seller’s Shipyard. The Seller shall remain responsible for such
subcontracted work.
8. REGISTRATION:
The Vessel shall be registered by the Buyer at its own cost and expense under
the laws of at the time of delivery and acceptance thereof.
ARTICLE I CONTRACT PRICE & TREMS OF PAYMENT
1. CONTRACT PRICE:
The purchase price of the Vessel/7 is United States Dollars (US $), net
receivable by the Seller (hereinafter called the "Contract Price"), which is
exclusive of the cost for the Buyer’s Supplies as provided in Article V hereof,
and shall be subject to upward or downward adjustment, if any, as hereinafter
set forth in this Contract.
2. CURRENCY:
Any and all payments by the Buyer to the Seller under this Contract shall be
made in United States Dollars.
3. TERMS OF PAYMENT:
The Contract Price shall be paid by the Buyer to the Seller in installments as
follows:
(a) 1st Installment:
The sum of United States Dollars (US $ ) , representing percent ( %) of the
Contract Price, shall become due and payable and be paid by the Buyer
concurrently with this contract being singed and provided that Seller shall have
submitted to the Buyer the Refund Guarantee in the form annexed hereto as
Exhibit "A" issued by Bank of China, Beijing, the People’s Republic of China,
and provided further that the Seller shall have received the first class
international bank’s Letter of Guarantee in accordance with Paragraph 6 of this
Article.
(b) 2nd Installment:
The sum of United States Dollars (US $ ), representing percent ( %) of the
Contract Price, shall become due and payable and be paid within three (3) bank
business days after the cutting of the first steel plate of the Vessel in the
Seller’s workshop. The Seller shall notify with a telex or telefax notice to the
Buyer stating that the 1st steel plate has been cut in its workshop and demand
for payment of the installment as soon as the cutting of the steel is made.
(c) 3rd Installment:
The sum of United States Dollars (US $ ), representing percent ( %) of the
Contract Price, shall become due and payable and be paid with in three (3) bank
business days after keel-laying of the first section of the Vessel. The
keel-laying shall be notified by the Seller with a telex or telefax notice to
the Buyer stating that the said keel-laying has been carried out. The Seller
shall send to the Buyer a telex or telefax demand for payment of this
installment as soon as the keel-laying is carried out.
(d) 4th Installment:
The sum of United States Dollars (US $ ), representing percent ( %) of the
Contract Price, shall become due and payable and be paid within three (3) bank
business days after launching of the Vessel. The launching of the Vessel shall
be notified by the Seller with a telex or telefax notice to the Buyer stating
that the launching of the Vessel has been carried out. The Seller shall send to
the Buyer a telex or telefax demand for payment of this installment as soon as
the Vessel is launched.
(e) 5th Installment (Payment upon Delivery of the Vessel):
The sum of United States Dollars (US $ ), representing percent ( %) of the
Contract Price plus any increase or minus any decrease due to modifications and/
or adjustments of the Contract Price in accordance with provisions of the
relevant Article hereof, shall become due and payable and be paid by the Buyer
to the Seller concurrently with delivery of the Vessel. The Seller shall send to
the Buyer a telex or telefax demand for this installment ten (10) days prior to
the scheduled date of delivery of the Vessel.
4. METHOD OF PAYMENT
(a) 1st Installment:
The Buyer shall remit the amount of this installment in accordance with Article
Ⅱ, Paragraph 3 (a) by telegraphic transfer to the receiving bank nominated by
the Seller, for credit to the account of the Seller, or through other receiving
bank nominated by the Seller.
(b) 2nd Installment:
The Buyer shall remit the amount of this installment in accordance with Article
Ⅱ, Paragraph 3 (a) by telegraphic transfer to the receiving bank nominated by
the Seller, for credit to the account of the Seller, or through other receiving
bank to be nominated by the Seller from time to time and such nomination shall
be notified to the Buyer at least 10 days prior to the due date for payment.
(c) 3rd Installment:
The Buyer shall remit the amount of this installment in accordance with Article
Ⅱ, Paragraph 3 (a) by telegraphic transfer to the receiving bank nominated by
the Seller, for credit to the account of the Seller, or through other receiving
bank to be nominated by the Seller from time to time and such nomination shall
be notified to the Buyer at least 10 days prior to the due date for payment.
(d) 4th Installment:
The Buyer shall remit the amount of this installment in accordance with Article
Ⅱ, Paragraph 3 (a) by telegraphic transfer to the receiving bank nominated by
the Seller, for credit to the account of the Seller, or through other receiving
bank to be nominated by the Seller from time to time and such nomination shall
be notified to the Buyer at least 10 days prior to the due date for payment.
(e) 5th Installment (Payable upon delivery of the Vessel):
The Buyer shall, at least three (3) bank business days prior to the scheduled
date of delivery of the Vessel, make an irrevocable cash deposit in the name of
the Buyer with the bank nominated by the Seller, for a period of thirty (30)
days and covering the amount of this installment ( as adjusted in accordance
with the provisions of this Contract), with an irrevocable instruction that the
said amount shall be released to the Seller against presentation by the Seller
to the said Bank, of a copy of the Protocol of Delivery and Acceptance signed by
the Buyer’s authorized representative and the Seller. Interest, if any, accrued
from such deposit, shall be for the benefit of the Buyer.
If the delivery of the Vessel is not affected on or before the expiry of the
aforesaid 30 days deposit period, the Buyer shall have the right to withdraw the
said deposit plus accrued interest upon the expiry date. However, when the new
scheduled Delivery Date is notified to the Buyer by the Seller, the Buyer shall
make the cash deposit in accordance with the same terms and conditions as set
out above.
5. PREPAYMENT:
The Buyer shall have the right to make prepayment of any and all installments
before delivery of the Vessel, by giving to the Seller at least thirty (30) days
prior written notice, without any price adjustment of the Vessel for such
prepayment.
6. SECURITY FOR PAYMENT OF INSTALLMENTS BEFORE DELIVERY:
The Buyer shall, concurrently when this Contract being signed, deliver to the
Seller an irrevocable and unconditional Letter of Guarantee in the form annexed
hereto as Exhibit "B" in favor of the Seller issued by a first class
international bank (hereinafter called the "Guarantor") acceptable to Bank of
China and the Seller. This guarantee shall secure the Buyer’s Obligation for the
Payment of all 2nd, 3rd and 4th installments of the Contract Price.
7. REFUNDS
All payments made by the Buyer prior to delivery of the Vessel shall be in the
nature of advance to the Seller, and in the event this Contract is rescinded or
canceled by the Buyer, all in accordance with the specific terms of this
Contract permitting such rescission or cancellation, the Seller shall refund to
the Buyer in United States Dollars the full amount of all sums already paid by
the Buyer to the Seller under this Contract, together with interest (at the rate
set out in respective provision thereof) from the respective payment date (s) to
the date of remittance by telegraphic transfer of such refund to the account
specified by the Buyer. As security to the Buyer, the Seller shall deliver to
the Buyer, concurrently with this Contract being signed, a Refund Guarantee to
be issued by the Bank of China, Head Office, Banking Department, Beijing, the
People’s Republic of China in the form as per Exhibit "A" annexed hereto.
However, in the event of any dispute between the Seller and the Buyer with
regard to the Seller’s obligation to repay the installment or installments paid
by the Buyer and to the Buyer’s right to demand payment from Bank of China, Head
Office, under its, guarantee, and such dispute is submitted either by the Seller
or by the Buyer for arbitration in accordance with Article Ⅷ hereof or for
appeal or appeals in accordance with the English laws, Bank of China shall
withhold and defer payment until the arbitration award between the Seller and
the Buyer is published. Bank of China shall not be obligated to make any payment
unless the arbitration award orders the Seller to make repayment and any right
of appeal available to the Seller under English laws is waived or is not
exercised by the Seller in accordance with English laws. If the Seller fails to
honor the award or judgment, then Bank of China shall refund to the extent the
arbitration award (or any court judgment) orders.
ARTICLE Ⅲ ADJUSTMENT OF THE CONTRACT PRICE
The Contract Price of Vessel shall be subject to adjustments as hereinafter set
forth. It is hereby understood by both parties that any reduction of the
Contract Price is by way of liquidated damages and not by way of penalty.
1. DELIVERY
(a) No adjustment shall be made, and the Contract Price shall remain unchanged
for the first thirty (30) days of delay in delivery of the Vessel beyond the
Delivery Date as defined in Article Ⅶ hereof, then, in such event, beginning at
twelve o’clock midnight of the thirtieth day after the date on which delivery is
required under this Contract, the Contract Price of the Vessel shall be reduced
by deducting there from the sum of United States Dollars (US $ ) per day.
Unless the parties hereto agree otherwise, the total reduction in the Contract
Price shall be deducted from the fifth installment of the Contract Price and in
any event (including the event that the Buyer consents to take the Vessel at the
later delivery date after the expiration of days delay of delivery as described
in Paragraph 1 (c) of this Article) shall not be more than one hundred and ( )
days at the above specified rate of reduction after the thirty (30) days
allowance, that is United States Dollars (US $ ) being the maximum.
(c) If the delay in the delivery of the Vessel continue for a period of ( ) days
(being the total of non-permissible delays and permissible delays) after the
Delivery Date as defined in Article Ⅶ, then in such event, the Buyer may, at its
option, rescind or cancel this Contract in accordance with the provisions of
Article X of this Contract. The Seller may at any time after the expiration of
the aforementioned ( ) days, if the Buyer has not served notice of cancellation
pursuant to Article X, notify the Buyer of the date upon which the Seller
estimate the Vessel will be ready for delivery and demand in writing that the
Buyer make an election, in which case the Buyer shall, within thirty (30) days
after such demand is received by the Buyer, either notify the Seller of its
decision to cancel this Contract, or consent to take delivery of the Vessel at
an agreed future date, it being understood and agreed by the parties hereto
that, if the Vessel is not delivered by such future date, the Buyer shall have
the same right of cancellation upon the same terms, as hereinabove provided.
(d) For the purpose of this Article, the delivery of the Vessel shall not be
deemed delayed and the Contract Price shall not be reduced when and if the
Delivery Date of the Vessel is extended by reason of causes and provisions of
Article Ⅴ, Ⅵ, Ⅺ, Ⅻ and ⅩⅢ hereof. The Contract Price shall not be adjusted or
reduced if the delivery of the Vessel is delayed by reason of permissible delays
as defined in Article ⅩⅢ hereof.
(e) If the Seller notifies the Buyer by telex that the delivery of the Vessel
shall be made earlier than the specified Delivery Date as defined in Article Ⅶ
of the Contract and such notification being given not less than ( ) months prior
to the newly planned delivery date, be certain amount of bonus shall be given by
the Buyer to the Seller as follows:
In the event that the delivery shall be made within fifteen (15) days earlier
than the specified Delivery Date the Contract Price shall remain unchanged. In
the event that the delivery shall be made more than fifteen (15) days earlier
than the specified Delivery Date, then a bonus shall be added to the Contract
Price at a rate of United States Dollars (US $ ) per day for each full day
earlier than the 15th day earlier than the Delivery Date.
The total increase of the Contract Price for the earlier delivery shall be added
to the fifth installment of the Contract Price, however, shall not be more than
the sum of United States Dollars (US $ ).
For the purpose of determining the increase of the Contract Price under this
Paragraph 1(e), the Seller shall not be entitled to be bonus contemplated under
Paragraph 1(e) of this Article for the period between the Delivery Date defined
in Article Ⅶ and the date to which the delivery of the Vessel is extended by
reason of the permissible delays.
(f) In the event that the Seller is unable to deliver the Vessel on the newly
planned delivery date as declared, the Vessel can, nevertheless, be delivered by
the Seller at a date after such declared newly planned date.
In such circumstances, and for the purpose of determining the liquidated damages
to the Buyer (according to the provisions of Paragraph 1 (b) of this Article)
and the Buyer’s right to cancel or rescind this Contract (according to the
provisions of Paragraph 1 (c) of this Article), the newly planned delivery date
declared by the Seller shall not be in any way treated or taken as having
substituted the original Delivery Date as defined in Article Ⅶ. The Buyer’s
aforesaid right for liquidated damages and to cancel or rescind this Contract
shall be accrued, operated or exercised only to the extent as described in
Paragraph 1(a), 1(b) and/ or 1(c) of Article Ⅲ. In whatever circumstance, the
Delivery Date as defined in Article Ⅶ (not the newly planned delivery date as
declared by the Seller), shall be used to regulate, as so described in Paragraph
1(a), 1(b) and/ or 1(c)of Article Ⅲ, the Buyer’s right for liquidated damages
and to rescind this Contract and the Seller’s liability to pay the aforesaid
liquidated damages resulting from the delay in delivery of the Vessel.
If the Vessel is actually delivered on a date after the newly planned date as
declared by the Seller but before the Delivery Date as defined in Article Ⅶ,
then a bonus shall nevertheless be accrued and paid to the Seller in accordance
with Paragraph 1(e) of Article Ⅲ.
2. INSUFFICIENT SPEED
(a) The Contract Price of the Vessel shall not be affected nor changed by reason
of the actual speed (as determined by the Trial Run after correction according
to the Specifications) being less than 0.3 of one knot below the guaranteed
speed as specified in Paragraph 4 of Article I of this Contract.
(b) However, commencing with and including a deficiency of 0.3 of one knot in
actual speed (as determined by the Trial Run after correction according to the
Specifications) below the guaranteed as specified in Paragraph 4, Article I of
this Contract, the Contract Price shall be reduced as follows:
In case of deficiency of less than 0.30 knot US＄
In case of deficiency
at or above 0.30 but below 0.40 knot US＄
at or above 0.40 but below 0.50 knot US＄
at or above 0.50 but below 0.60 knot US＄
at or above 0.60 but below 0.70 knot US＄
at or above 0.70 but below 0.80 knot US＄
at or above 0.80 but below 0.90 knot US＄
at or above 0.90 but below 1.00 knot US＄
(c) If the deficiency in actual speed (as determined by the Trial Run after
correction according to the Specifications) of the Vessel upon the Trial Run, is
more than 1.00 knot below the guaranteed speed of knots, then the Buyer may at
its option reject the Vessel and rescind this Contract in accordance with
provision of Article X of this Contract, or may accept the Vessel at a reduction
in the Contract Price as above provided, by United States Dollars only (US＄ )
being the maximum.
3. EXCESSIVE FUEL CONSUMPTION
(a) The Contract Price of the Vessel shall not be affected nor changed if the
actual fuel consumption of the Main Engine, as determined by shop trial in
manufacturer’s works, as per the Specifications, is greater than the guaranteed
fuel consumption as specified and required under the provisions of this Contract
and the Specifications if such actual excess is equal to or less than percent (
%).
(b) However, if the actual fuel consumption as determined by shop trial is
greater than percent ( %) above the guaranteed fuel consumption then, the
Contract Price shall be reduced by the sum of United States Dollars (US＄ ) for
each full one percent (1%) increase in fuel consumption in excess of the above
said percent ( %) (fractions of one percent to be prorated).
(c) If as determined by shop trial such accrual fuel consumption of the Main
Engine is more than the percent (10%) in excess of the guaranteed fuel
consumption, i.e. the fuel consumption exceeds gram/ BHP/ hour, the Buyer may,
at its option, reject the Vessel and rescind this Contract, in accordance with
the provisions of Article X of this Contract or may accept the Vessel at a
reduction in the Contract Price by United States Dollars (US＄ ) being the
maximum.
4. DEADWEIGHT
(a) In the event there is a deficiency in the actual deadweight if the Vessel
determined as provided in the Specifications, the Contract Price shall not be
decreased if such deficiency is ( ) metric tons or less below the guaranteed
deadweight of metric tons at assigned designed draft.
(b) However, the Contract Price shall be decreased by the sum of United States
Dollars (US＄ ) for each full metric ton of such deficiency being more than ( )
metric tons.
(c) In the event that there should be a deficiency in the Vessel’s actual
deadweight which exceeds ( ) metric tons below the guaranteed deadweight, the
Buyer may, at its option, reject the Vessel and rescind Contract in accordance
with the provisions of Article X of this Contract, or may accept the Vessel with
reduction in the Contract Price in the maximum amount of United States Dollars (
US＄ ).
(d) In the event that the actual deadweight of the Vessel is in excess of the
guaranteed deadweight of metric tons at assigned designed draft, the Contract
Price shall not be increased for the first ( ) metric tons in excess of the
guaranteed deadweight of metric tons. However, the Contract Price shall be
increased by the sum of United States Dollars (US＄ ) for each full metric ton of
the excess being more than ( ) metric tons.
The total increase of the Contract Price for the increase of the deadweight
shall be added to the fifth installment of the Contract Price, however, shall
not be more than the sum of United States Dollars (US＄ ).
5. EFFECT OF RESCISSION
It is expressly understood and agreed by the parties hereto that in any case as
stated herein, if the Buyer rescinds this Contract pu,rsuant to any provision
under this Article, the Buyer, save its rights and remedy set out in Article X
hereof, shall not be entitled to any liquidated damages or compensation whether
described above or otherwise.
ARTICLE Ⅳ SUPERVISION AND INSPECTION
1. APPOINTMENT OF THE BUYER’S SUPERVISOR
The Buyer shall send in good time to and maintain at the Seller’s Shipyard, at
the Buyer’s own cost and expense, one or more representative(s) who shall be
duly accredited in writing by the Buyer (such representative(s) being
hereinafter collectively and individually called the "Supervisor") to supervise
and survey the construction by the Seller of the Vessel, her engines and
accessories. The Seller herby warrants that, the necessary visa for the
Supervisor to enter China will be issued in order to demand and without delay
provided that the Supervisor meets with the rules, regulations and Laws of the
People’s Republic of China. The Buyer undertakes to give the Seller adequate
notice for the application of visa.
2. APPROVAL OF PLANS AND DRAWINGS
The parties hereto shall, within ( ) days after signing of this Contract,
mutually agree a list of all the plans and drawing, which are to be sent to the
Buyer for approval (hereinafter called "the List"). Before arrival of the
Supervisor at the Seller’s Shipyard, the plans and drawings specified in the
List shall be sent to the Buyer, and the Buyer shall, within ( ) days after
receipt thereof (excluding mailing time), return such plans and drawings
submitted by the Seller with approval or remarks, if any.
Concurrently with the arrival of the Supervisor at the Seller’s Shipyard, the
Buyer shall notify the Seller in writing, stating the authority which the said
Supervisor shall have, with regard to the Supervisor can, on behalf of the
Buyer, approve or disapprove, as the case may be, which of the plans and
drawings specified in the List but not yet been sent to the Buyer, nevertheless
in line with the Supervisor’s authority. The Supervisor shall, within ( ) days
after receipt thereof, return those plans and drawing with approval or remarks,
if any. Unless notification is given to the Seller by the Supervisor or the
Buyer of approval or disapproval of any plans and drawings within the above
designated period of time for each, case, the said plans and drawings shall be
deemed to have been automatically approved.
The plans and drawings approved by the Buyer or Supervisors shall be final, and
any alteration thereof shall be regarded as modification specified in Article V
of this Contract.
3. SUPERVISION AND INSPECTION BY THE SUPERVISOR
The necessary inspection of the Vessel, its machinery, equipment and outfitting
shall be carried out by the Classification Society, and/ or inspection team of
the Seller throughout the entire period of construction in order to ensure that
the construction of the Vessel is duly performed in accordance with the Contract
and Specifications.
The Supervisor shall have, at all times until delivery of the Vessel, the right
to attend tests according to the mutually agreed test list and inspect the
Vessel, her engines, accessories and materials at the Seller’s Shipyard, its
subcontractors or any other place where work is done or materials stored in
connection with the Vessel. In the event that the Supervisors discovers any
construction or material or workmanship which does not or will not confirm to
the requirements of this Contract and the Specifications, the Supervisor shall
promptly give the Seller a notice in writing as to such nonconformity, upon
receipt of which the Seller shall correct such non-conformity if the Seller
agrees with the Buyer. However the Buyer undertakes and assures the Seller that
the Supervisor shall carry out his inspections in accordance with the agreed
inspection procedure and schedule and usual shipbuilding practice and in a way
as to minimize any increase in building costs and delays in the construction of
the Vessel.
The Seller agree to furnish free of charge the Supervisor with office space, and
other reasonable facilities according to Seller’s practice at, or in the
immediate vicinity of the Seller’s Shipyard. At all times, during the
constructions of the Vessel until delivery thereof, the Supervisor shall be
given free and ready access to the Vessel, her engines and accessories, and to
any other place where the work is being done, or the materials are being
processed or stored, in connection with the construction of the Vessel,
including the yards, workshops, stores of Seller, and the premises of
subcontractors of the Seller, who are doing work, or storing materials in
connection with the Vessel’s construction. The travel expenses for the said
access to Seller’s subcontractors outside of (city) shall be at Buyer’s account.
The transportation within (city) shall be provided to the Supervisor by the
Seller.
4. LIABITITY OF THE SELLER
The Supervisor engaged by the Buyer under this Contract shall at all times be
deemed to be in the employ of the Buyer. The Seller shall be under no liability
whatsoever to the Buyer, or to the Supervisor or the Buyer’s employees or agents
for personal injuries, including death, during the time when they, or any of
them, are on the Vessel, or within the premises of either the Seller or its
subcontractors, or are otherwise engaged in and about the construction of the
Vessel, unless, however, such personal injuries, including death, were caused by
gross negligence of the Seller, or of any of the Seller’s employees or agents or
subcontractors of the Seller. Nor shall the Seller be under any liability
whatsoever to the Buyer for damage to, or loss or destruction of property in
China of the Buyer or of the Supervisor, or of the Buyer’s employees or agents,
unless such damage, loss or destruction was caused by gross negligence of the
Seller, or of any of the employees, or agents or subcontractors of the Seller.
5. SALARIES AND EXPENSES
All salaries and expenses of the Supervisor, or any other employees employed by
the Buyer under this Article, shall be for the Buyer’s account.
6. REPORT OF PROGESS
The Buyer is entitled to require the Seller to report the condition of progress
as to the construction of the Vessel whenever the Buyer requires during the
construction of the Vessel.
7. REPLACEMENT OF SUPERVISOR
The Seller has the right to request the Buyer in writing to replace any of the
Supervisors who is deemed unsuitable and unsatisfactory for the proper progress
of the Vessel’s construction together with reasons. The Buyer shall investigate
the situation by sending its representative to the Seller’s yard, if necessary,
and if the Buyer considers that such Seller’s request is justified, the Buyer
shall effect the replacement as soon as possible.
ARTICLE V MODIFICATION CHANGES AND EXTRAS
1. HOW EFFECTED
The Specifications and Plans in accordance with which the Vessel is constructed,
may be modified and/ or changed at any time hereafter by written agreement of
the parties hereto, provided that such modifications and/ or changes or an
accumulation thereof will not, in the Seller’s reasonable judgment, adversely
affect the Seller’s other commitments and provided further that the Buyer shall
assent to adjustment of the Contract Price, time of delivery of the Vessel and
other terms of this Contract, if any, as hereinafter provided. Subject to the
above, the Seller hereby agree to exert their best efforts to accommodate such
reasonable requests by the Buyer so that the said changes and/ or modifications
may be made at a reasonable cost and within the shortest period of time which is
reasonable and possible. Any such agreement for modifications and/ or changes
shall include an agreement as to the increase or decrease, if any, in the
Contract Price of the Vessel together with an agreement as to nay extension or
reduction in the time of delivery, providing to the Seller additional securities
satisfactory to the Seller, or any other alterations in this Contract, or the
Specification occasioned by such modifications and/ or changes. The
aforementioned agreement to modify and/ or to change the Specifications may be
effected by an exchange of duly authenticated letters or telex, manifesting such
agreement. The letters and telexes exchanged by the parties hereto pursuant to
the foregoing shall constitute an amendment of the Specifications under which
the Vessel shall be built, and such letters and telexes shall be deemed to be
incorporated into this Contract and the Specifications by reference and made a
part hereof. Upon consummation of the agreement to modify and/ or to change the
Specifications, the Seller shall alter the construction of the Vessel in
accordance therewith, including any additions to, or deductions from, the work
to be performed in connection with such construction. If due to whatever
reasons, the parties fail to agree on the adjustment of the Contract Price or
extension of time of delivery or providing additional security to the Seller or
modification of any terms of this Contract which are necessitated by such
modifications and/ or changes, then the Seller shall have no obligation to
comply with the Buyer’s request for any modification and/ or changes.
2. CHANGES IN RULES AND REGULATIONS
(1) If, after the date of signing this Contract, any requirement as to the rules
and regulations as specified in this Contract and the Specifications to which
the construction of the Vessel is required to confirm, are altered or changed by
the Classification Society or the other regulatory bodies authorized to make
such alterations or changes, the Seller and/ or the Buyer, upon receipt of the
notice thereof, shall transmit such information in full to each other in
writing, whereupon within ( )days after receipt of the said notice by the Buyer
from the Seller or vice versa, the Buyer shall instruct the Seller in writing as
to the alterations or changes, if any, to be made in the Vessel which the Buyer
in its sole discretion, shall decide. The Seller shall promptly comply with such
alterations or changes, if any in the construction of the Vessel, provided that
the Buyer shall first agree.
(a) As to any increase or decrease in the Contract Price of the Vessel that is
occasioned by the cost for such compliance; and/ or
(b) As to any extension in the time for delivery of the Vessel that is necessary
due to such compliance; and/ or
(c)As to any increase or decrease in the guaranteed deadweight and speed of the
Vessel, if such compliance results in increased or reduced deadweight and speed,
and/ or
(d) As to any other alterations in the terms of this Contract or of
Specifications or both, if such compliance makes such alterations of the terms
necessary.
(f) If the price is to be increased, then, in addition, as to providing to the
Seller additional securities satisfactory the Seller.
Agreements as to such alterations or changes under this Paragraph shall be made
in the same manner as provided above for modifications and/ or changes of the
Specifications and/ or Plans.
(2) If, due to whatever reasons, the parties fail to agree on the adjustment of
the Contract Price or extension of the time for delivery or increase or decrease
of the guaranteed speed and deadweight or providing additional security to the
Seller or any alternation of the terms of this Contract, if any, then the Seller
shall be entitled to proceed with the construction of the Vessel in accordance
with, and the Buyer shall continue to be bound by, the terms of this Contract
and Specifications without making any such alterations or changes.
3. SUBSTITUTION OF MATERIALS AND/ OR EQUIPMENT
In the event that any of the materials and/ or equipment required by the
Specifications or otherwise under this Contract for the construction of the
Vessel cannot be procured in time to effect delivery of the Seller, the Seller
may, provided the Seller shall provide adequate evidence and the Buyer so agrees
in writing, supply the materials and/ or equipment of the equivalent quality,
capable of meeting the requirements of the Classification Society and of the
rules, regulations, requirements and recommendations with which the construction
of the Vessel must comply.
4. BUYER’S SUPPLIED ITEMS
The Buyer shall deliver to the Seller at its shipyard the items as specified in
the Specifications which the Buyer shall supply on its account by the time
designated by the Seller. Should the Buyer fail to deliver to the Seller such
items within the time specified, the delivery of the Vessel shall automatically
be extended for a period of such delay, provided such delay in delivery of the
Buyer’s supplied items shall affect the delivery of the Vessel. In such event,
the Buyer shall pay to the Seller all losses and damages sustained by the Seller
due to such delay in the delivery of the Buyer’s supplied items and such payment
shall be made upon delivery of the Vessel.
Furthermore, if the delay in delivery of the Buyer’s supplied items should
exceed ( ) days, the Seller shall be entitled to proceed with construction of
the Vessel without installation of such items in or onto the Vessel, without
prejudice to the Seller’s right hereinabove provided, and the Buyer shall accept
the Vessel so completed.
The Seller shall be responsible for storing and handling of the Buyer’s supplies
as specified in the Specifications after delivery to the Seller and shall
install them on board the Vessel at the Seller’s expenses. Upon arrival of such
shipment of the Buyer’s supplied items, both parties shall undertake a joint
unpacking inspection. If any damages are found to be not suitable for
installation, the Seller shall be entitled to refuse to accept the Buyer’s
supplied items.
ARTICLE Ⅵ TRIALS
1. NOTICE
The Buyer and the Supervisor shall receive from the Seller at least thirty (30)
days notice in advance and seven (7) days definite notice in advance and seven
(7) days definite notice in advance in writing or by telex confirmed in writing,
of the time and place of the Vessel’s sea trial as described in the
Specifications (hereinafter referred to as "the Trial Run") and the Buyer ad the
Supervisor shall promptly acknowledge receipt of such notice. The Buyer’s
representatives and/ or the Supervisor shall be on board the Vessel to witness
such Trial Run, and to check upon the performance of the Vessel during the same.
Failure of the Buyer’s representatives to be present at the Trial Run of the
Vessel, after due notice to the Buyer and the Supervisor as provided above,
shall have the effect to extend the date for delivery of the Vessel by the
period of delay caused by such failure to be present. However, if the Trial Run
is delayed more than seven (7) days by reason of the failure of Buyer’s
representatives to be present after receipt of due notice as provided above,
then in such event, the Buyer shall be deemed to have waived its right to have
its representatives on board the Vessel during the Trial Run, and the Seller may
conduct such Trial Run without the Buyer’s representatives being present, and in
such case the Buyer shall be obliged to accept the Vessel on the basis of a
certificate jointly signed by the Seller and the Classification Society
certifying that the Vessel, after Trial Run subject to minor alterations and
corrections as provided in this Article, if any, is found to confirm to the
Contract and Specifications and is satisfactory in all respects. The Seller
herby warrants that the necessary visa for the Buyer’s representatives to enter
China will be issued in order on demand and without delay otherwise the Trial
Run shall be postponed until after the Buyer’s representatives have arrived at
the Seller’s Shipyard and any delays as result thereof shall not count as a
permissible delay under Article Ⅷ thereof. However, should the nationalities and
other personal particulars of the Buyer’s representatives be not acceptable to
the Seller in accordance with its best understanding of the relevant rules,
regulations and/ or Laws of the People’s Republic of China then prevailing, then
the Buyer shall, on the Seller’s telex demand, affect replacement of all or any
of them immediately.
Otherwise the Delivery Date as stipulated in Article Ⅶ hereof shall be extended
by the delays so caused by the Buyer. In the event of unfavorable weather on the
date specified for the Trial Run, the same should take place on the first
available day thereafter that the weather condition permit. The parties hereto
recognize that the weather conditions in Chinese waters in which the Trial Run
is to take place are such that great changes in weather may arise momentarily
and without warning and, therefore, it is agreed that if during the Trial Run of
the Vessel, the weather should suddenly become unfavorable, as would have
precluded the continuance of the Trial Run, the Trial Run of the Vessel shall be
discontinued and postponed until the first favorable day next following, unless
the Buyer shall assent by telex and confirm in writing of its acceptance of the
Vessel on the basis of the Trial Run made prior to such sudden changes in
weather conditions. In the event that the Trial Run is postponed because of
unfavorable weather conditions, such delay shall be regarded as a permissible
delay, as specified in Article Ⅷ hereof.
2. HOW CONDUCTED
(a) All expense in connection with Trial Run of the Vessel are to be for the
account of the Seller, who, during the Trial Run and when subjecting the Vessel
to Trial Run, is to provide, at its own expense, the necessary crew to comply
with conditions of safe navigation. The Trial Run shall be conducted in the
manner prescribed in the Specifications and shall prove fulfillment of the
performance required for the Trial Run as set forth in the Specifications.
The course of Trial Run shall be determined by the Seller and shall be conducted
within the trial basin equipped with speed measuring facilities.
(b) The Seller shall provide the Vessel with the required quantities of water,
fuel oil and greases with exception of lubrication oil and hydraulic oil which
shall be supplied by the Buyer for the conduct of the Trial Run of Trial Runs as
prescribed in the Specifications. The fuel oil and greases supplied by the
Seller, and lubricating oil and hydraulic oil supplied by the Buyer shall be in
accordance with the applicable engine Specifications, and the cost of the
quantities of water, fuel oil, lubricating oil, hydraulic oil and greases
consumed during the Trial Run or Trial Runs shall be for the account of the
Seller.
3. TRIAL LOAD DRAFT
In addition to the supplies provided by the Buyer in accordance with
sub-paragraph (b) of the preceding Paragraph 2 hereof, the Seller shall provide
the Vessel with the required quantity of fresh water and other stores necessary
for the conduct of the Trial Run. The necessary ballast (fresh and sea water and
such other ballast as may be required ) to bring the Vessel to the trial load
draft as specified in the Specifications, shall be for the Seller’s account.
4. METHOD OF ACCEPTANCE OF REJECTION
(a) Upon notification of the Seller of completion of the Trial Run of the
Vessel, the Buyer or the Buyer’s Supervisor in writing shall within six (6)
business days thereafter, notify the Seller by telex confirmation in writing of
its acceptance of the Vessel or of its rejection of the Vessel together with the
reasons therefore.
(b) However, should the result of the Trial Run indicate that the Vessel or any
part thereof including its equipment does not confirm to the requirements of
this Contract and Specifications, then the Seller shall investigate with the
Supervisor the cause of failure and the proper steps shall be taken to remedy
the same t and shall make whatever corrections and alterations and/ or re-trial
run or runs as may be necessary without extra cost to the Buyer, and upon
notification by the Seller of completion of such alteration of corrections and/
or re-trial or re-trials, the Buyer shall, within six (6) business days
thereafter, notify the Seller by telex confirmed in writing of its acceptance of
its Vessel or of the rejection of the Vessel together with the reason therefore
on the basis of the alterations and corrections and/ or re-trial or re-trials by
the Seller.
(c) In the event that the Buyer fails to notify the Seller by telex confirmed in
writing of its acceptance of rejection of the Vessel together with the reason
therefore within six (6) business days period as provided for in the above
sub-paragraph (a) and (b), the Buyer shall be deemed to have accepted the
Vessel.
(d) Any dispute arising among the parties hereto as to the result of any Trial
Run of further tests or trials, as the case may be, of the Vessel shall be
solved by reference to arbitration as provided in Article ⅩⅢ hereof.
(e) Nothing herein shall preclude the Buyer from accepting the Vessel with its
qualifications and/ or remarks following the Trial Run and/ or further tests or
trials as aforesaid and the Seller shall be obliged to comply with and/ or
remove such qualifications and/or remarks (if some qualifications and/ or
remarks are acceptable to the Seller) at the time before effecting delivery of
the Vessel to the Buyer under this Contract.
5. DISPOSITION OF SURPLUS CONSUMABLE STORES
Should any amount of fuel oil, fresh water, or other consumable stores furnished
by the Seller for the Trial Run or Trial Runs remain on board the Vessel at the
time of acceptance thereof by the Buyer, the Buyer agrees to buy the same from
the Seller at the current market price at the port of delivery thereof, and
payment by the Buyer shall be effected as provided in Article II 3 (f) and 4 (f)
of this Contract.
The Buyer shall supply lubricating oil and hydraulic oil for the purpose of the
Trial Runs at its own expensed and the Seller will reimburse for the amount of
lubricating oil and hydraulic oil actually consumed for the said Trail Run or
Trial Runs at the original price incurred by the Buyer and payment by the Seller
shall be effected as provided in Article II 3 (f) and 4 (f) of this Contract.
6. EFFECT OF ACCEPTANCE
The Buyer’s acceptance of the Vessel by written or telex notification sent to
the Seller, in accordance with the provisions set out above, shall be final and
binding so far as confirmation of the Vessel to this Contract and the
Specifications is concerned, and shall preclude the Buyer form refusing formal
delivery by the Seller of the Vessel, as hereinafter provided, if the Seller
complies with all other procedural requirements for delivery as hereinafter set
forth.
ARTICLE Ⅶ DELIVERY
1. TIME AND PLACE
The Vessel shall be delivered safely afloat by the Seller to the Buyer at the
Seller’s Shipyard, in accordance with the Specifications and with all
Classification and Statutory Certificates and after completion of Trial Run (or,
as the case may be, re-trial or re-trials) and acceptance by the Buyer in
accordance with the provisions of Article Ⅵ hereof on or before , 20 provided
that, in the event of delays in the construction of the Vessel or any
performance required under this Contract due to causes which under the terms of
the Contract permit extension of the time for delivery, the aforementioned time
for delivery of the Vessel shall be extended accordingly.
The aforementioned date or such date to which delivery is extended pursuant to
the terms of this Contract is hereinafter called the "Delivery Date".
2. WHEN AND HOW EFFECTED
Provided that the Buyer and the Seller shall each have fulfilled all of their
respective obligations as stipulated in this Contract, delivery of the Vessel
shall be effected forthwith by the concurrent delivery by each of the parities
hereto, one to the other, of the Protocol of Delivery and Acceptance,
acknowledging delivery of the Vessel by the Seller and acceptance thereof by the
Buyer, which Protocol shall be prepared in quadruplicate and executed by each of
the parties hereto.
3. DOCUMENTS TO BE DELIVERED TO THE BUYER
Upon acceptance of the Vessel by the Buyer, the Seller shall deliver to the
Buyer the following documents (subject to the provision contained in Article V 2
hereof) which shall accompany the aforementioned Protocol of Delivery and
Acceptance:
(a) Protocol of Trials of the Vessel made by the Seller pursuant to the
Specifications.
(b) Protocol of Inventory of the equipment the Vessel including spare part and
the like, all as specified in the Specifications, made by the Seller.
(c) Protocol of Stores of Consumable Nature made by the Seller referred to under
Paragraph 5 of Article VI hereof.
(d) Finished Drawing and Plans pertaining to the Vessel as stipulated in the
Specifications, made by the Seller.
(e) Protocol of Deadweight and Inclining Experiment, made by the Seller.
(f) All Certificates required to be furnished upon delivery of the Vessel
pursuant to this Contract and the Specifications which shall be:
Certificates shall be issued by relevant Authorities or Classification Society.
The Vessel shall comply with the above rules and regulations with are in force
at the time of signing this Contract. All the certificates shall be delivered in
one (1) original to the Vessel and two (2) copies to the Buyer.
If the full term certificate or certificates are unable to issued at the time of
delivery by the Classification Society or any third party other than the Seller.
Then the provisional certificate or certificates as issued by the Classification
Society or the third party other than the Seller with the full term certificates
to be furnished by the Seller after delivery of the Vessel and in any event
before the expiry of the provisional certificates shall be acceptable to the
Buyer.
(g) Declaration of Warranty issued by the Seller that the Vessel is delivered to
the Buyer free and clear of any liens, charges, claims, mortgages, or other
encumbrances upon the Buyer’s title thereto, and in particular, that the Vessel
is absolutely free of all burdens in the nature of imposts, taxes or charges
imposed by the province or country of the port of delivery, as well as of all
liabilities of the Seller to its sub-contractors, employees and crews and/ or
all liabilities arising from the operation of the Vessel in Trial Run or Trial
Runs, or otherwise, prior to delivery.
(h) Commercial Invoice made by the Seller.
(i) Bill of Sale made by the Seller.
4. TITLE AND RISK
Title to and risk of the Vessel shall pass to the Buyer only upon delivery
thereof. As stated above, it being expressly understood that, until such
delivery is affected, title to the Vessel, and her equipment, shall remain at
all times with the Seller and are at the entire risk of the Seller.
5. REMOVEAL OF VESSEL
The Buyer shall take possession of the Vessel immediately upon delivery and
acceptance thereof, and shall remove the Vessel from the premise of the Seller
with seven (7) days after delivery and acceptance thereof is affected. The Buyer
shall not remove the Vessel form the premise of the Seller within the aforesaid
seven (7) days then, in such event, without prejudice to the Seller’s right to
require to remove the Vessel immediately at any time thereafter, if the Buyer
shall pay to the Seller to the reasonable mooring charges of the Vessel.
6. TENDER OF THE VESSEL
If the Buyer fails to take delivery of the Vessel after completion thereof
according to this Contract and the Specifications without justified reason, the
Seller shall have the right to tender the Vessel for delivery after compliance
with all procedural requirements as above provided.
ARTICLE Ⅷ DELAYS&EXTENSIONOF TIME FOR DELIVERY
1. CAUSE OF DELAY
If, at any time before actual delivery, either the construction of the Vessel or
any performance required hereunder as prerequisite of delivery of the Vessel, is
delayed due to war, blockade, revolution, insurrection, mobilization, civil
commotions, riots, strikes, sabotage, lockouts, local temperature higher than 35
degree centigrade, Acts of God or the public enemy, plague or other epidemics,
quarantines, prolonged failure or restriction of electric current from an
outside source, freight embargoes, if any, earthquakes, tidal waves, typhoons,
hurricanes, storms or other causes beyond the control of the Seller or of its
sub-contractors, as the case may be, or by force majeure of any description,
whether of the nature indicated by the forgoing or not, or by destructions of
the
Seller or works of the Seller or its sub-contractors, or of the Vessel or any
part thereof, by fire, flood, or other cause beyond the control of the Seller or
its sun-contractors as the case may be, or due to the bankruptcy of the
equipment and/ or material supplier or suppliers then, in the event of delay due
to the happening or any of the aforementioned contingencies, the Seller shall
not be liable for such delay and the time for delivery of the Vessel under this
Contract shall be extended without any reduction in the Contract Price for a
period of time which shall not exceed the total accumulated time of all such
delays, subject nevertheless to the Buyer’s right of cancellation under
Paragraph 3 of this Article and subject however to all relevant provisions of
this Contract which authorize and permit extension of the time of delivery of
the Vessel.
2. NOTICE OF DELAY
Within seven (7) days from the date of commencement of any delay on account of
which the Seller claims that it is entitled under this Contract to an extension
of the time for delivery of the Vessel, the Seller shall advise the Buyer by
telex confirmed in writing, of the date such delay commenced, and the reasons
thereof.
Likewise within seven (7) days after such delay ends, the Seller shall advise
the Buyer in writing or by telex confirmed in writing, of the date such delay
ender, and also shall specify the maximum period of the time by which the date
for delivery of the Vessel is extended by reason of such delay. Failure of the
Buyer to acknowledge of Seller’s notification of any claim for extension of the
Delivery Date within thirty (30) days after receipt by the Buyer of such
notifications, shall be deemed to be a waiver by the Buyer of its right to
object of such extension.
3. RIGHT TO CANCEL FOR EXCESSIVE DELAY
If the total accumulated time of all permissible delays and non-permissible
delays aggregate to days or more, excluding delays due to arbitration as
provided for in Article Ⅷhereof or due to default in performance by the Buyer,
or due to delays in delivery of the Buyer’s supplied items, and excluding delays
duet to causes which, under Article V, Ⅵ, Ⅺ, and Ⅻ hereof, permit extension or
postponement of the time for delivery of the Vessel, then in such event, the
Buyer may in accordance with the provisions set out herein cancel this Contract
by serving upon the Seller telexed notice of cancellation which shall be
confirmed in writing and provisions of Article Ⅹ of this Contract shall apply.
The Seller may, at any time, after the accumulated time of the aforementioned
delays justifying cancellation by the Buyer as above provided for, demand in
writing that the Buyer shall make an election, in which case the Buyer shall,
within thirty (30) days after such demand is received by the Buyer either notify
the Seller of its intension to cancel, or consent to an extension of the time
for delivery to an agreed future date, it being understood and agreed by the
parties hereto that if any further delay occurs on account of causes justifying
cancellation as specified in this Contract, the Buyer shall have the same right
of cancellation upon the same terms as hereinabove provided.
4. DEFINITION OF PERMISSIBLE DELAY
Delays on account of such causes as provided for in Paragraph 1 of this Article,
but excluding any other extensions of a nature which under the terms of this
Contract permit postponement of the Delivery Date, shall be understood to be
(and are herein referred to as) permissible delays, and are to be distinguished
from non- permissible delays on account of which the Contract Price of the
Vessel is subject to adjustment as provided for Article Ⅲ hereof.
ARTICLE Ⅸ WARRANTY OF QUALITY
1. GUARANTEE OF MATERIAL AND WORKMANSHIP
The Seller for a period of twelve (12) months following delivery to the Buyer of
the Vessel, guarantees the Vessel, her hull and machinery and all parts and
equipment hereof that are manufactured or furnished or supplied by the Seller
and/ or its sub-contractors under this Contract including material, equipment
(however excluding any parts for the Vessel which have been supplied by or on
behalf of the Buyer) against all defects which are due to defective materials,
and/ or poor workmanship.
2. NOTICE OF DEFECTS
The Buyer shall notify the Seller in writing, or by telex confirmed in writing,
as promptly as possible, after discovery of any defect or deviations for which a
claim is made under this guarantee. The Buyer’s written notice shall describe
the nature of the defect and the extent of the damage caused thereby. The Seller
shall have no obligation under this guarantee for any defects discovered prior
to the expiry date of the guarantee, unless notice of such defects, is received
by the Seller not later than thirty (30) days after such expiry date. Telexed
advice with brief details explaining the nature of such defect and extent of
damage within thirty (30) days after such expiry date and that a claim is
forthcoming will be sufficient compliance with requirements as to time.
3. REMEDEY OF DEFECTS
The Seller shall remedy at its expense any defects, against which the Vessel or
any part of the equipment thereof is guaranteed under this Article by making all
necessary repairs and/ or replacement. Such repairs and/ or replacement will be
made by the Seller.
However, if it is impractical to make the repair by the Seller, and if
forwarding by the Seller of replacement parts, and materials can not be
accomplished without impairing or delaying the operation or working of the
Vessel, then, in any such event, the Buyer shall, cause the necessary repairs or
replacements to be made elsewhere at the discretion of the Buyer provided that
the Buyer shall first and in all events, will, as soon as possible, give the
Seller notice in writing, or by telex confirmed in writing of the time and place
such repairs will be made and, if the Vessel is not thereby delayed, or her
operation or working is not thereby delayed, or her operation or working is not
thereby impaired, the Seller shall have the right to verify by its own
representative(s) or that of Classification Society the nature and extent of the
defects complained of. The Seller shall, in such cases, promptly advise the
Buyer, by telex, after such examination has been completed, of its acceptance or
rejection of the defects as ones that are subject to the guarantee herein
provided. In all minor cases, the Guarantee Engineer, as hereinafter provided
for, will act for and on behalf of the Seller.
In any circumstances as set out below, the Seller shall immediately pay to the
Buyer in United States Dollars by telegraphic transfer the actual cost for such
repairs or replacements including forwarding charges, or at the average cost for
making similar repairs or replacements including forwarding charges as quoted by
a leading shipyard each in Japan, South Korea and Singapore, whichever is lower:
(a) Upon the Seller’s acceptance of the defects as justifying remedy under this
Article, or
(b) If the Seller neither accepts nor rejects the defects as above provided, nor
request arbitration within thirty (30) days after its receipt of the Buyer’s
notice of defects.
Any dispute shall be referred to arbitration in accordance with the provisions
of Article ⅩⅢ hereof.
4. EXTENT OF THE SELLER’S LIABILITY
The Seller shall have no obligation and/ or liabilities with respect to defects
discovered after the expiration of the period of guarantee specified above.
The Seller shall be liable to the Buyer for defects and damages caused by any of
the defects specified in Paragraph 1 of this Article provided that such
liability of the Seller shall be limited to damage occasioned within the
guarantee period specified in Paragraph 1 above. The Seller shall not be obliged
to repair, or to be liable for, damages to the Vessel, or to any part of the
equipment thereof, due to ordinary wear and tear or caused by the defects other
than those specified in Paragraph 1 above, nor shall there be any Seller’s
liability hereunder for defects in the Vessel, or any part of the equipment
thereof, caused by fire or accidents at sea or elsewhere, or mismanagement,
accidents, negligence, or willful neglect, on the part of the Buyer, its
employees or agents including the Vessel’s officers, crew and passengers, or any
persons on or doing work on the Vessel other than the Seller, its employees,
agents or sub-contractors. Likewise, the Seller shall not be liable for defects
in the Vessel, or the equipment or any part thereof, due to repairs or
replacement which made by those other than the Seller and/ or their
sub-contractors.
Upon delivery of the Vessel to the Buyer, in accordance with the terms of the
Contract, the Seller shall thereby and thereupon be released of all
responsibility and liability whatsoever and howsoever arising under or by virtue
of this Contract (save in respect of those obligations to the Buyer expressly
provided for in this Article Ⅸ) including without limitation, any responsibility
or liability for defective workmanship, materials or equipment, design or in
respect of any other defects whatsoever and any loss or damages resulting from
any act, omission or default of the Seller. Neither CSTC nor the Seller shall,
in any circumstances, be liable for any consequential loss or special loss, or
expense arising from any cause whatsoever including, without limitation, loss of
time, loss of profit or earnings or demurrage directly from any commitments of
the Buyer in connection with Vessel. The Guarantee provided in this Article and
the obligations and the liabilities if the Seller hereunder are exclusive and in
lieu of and the Buyer herby waives all other remedies, warranties, guarantees or
liabilities, express or implied, arising by Law or otherwise (including without
limitation any obligations of the Seller with respect to fitness,
merchantability and consequential damages) or whether or not occasioned by the
Seller’s negligence. This guarantee shall be extended, altered or varied except
by a written instrument signed by the duly authorized representatives of the
Seller, and the Buyer.
5. GUARANTEE ENGINEER
The Seller shall appoint one or two Guarantee Engineer(s) to serve the Vessel as
the Seller’s representative(s) for a period of twelve (12) months from the
delivery of the Vessel. The Buyer, and its employees, shall give such guarantee
Engineer(s) full co-operation in carrying out his/ their duties as the
representative(s) of the Seller on board the Vessel. The Buyer shall accord the
Guarantee Engineer(s) the treatment comparable to the Vessel’s Chief Engineer,
and shall provide him with accommodation and subsistence at no cost to the
Seller and/ or the Guarantee Engineer(s).
The Buyer shall pay to the Guarantee Engineer(s) the sum of United States
Dollars only (US＄ ) per month to cover his/ their miscellaneous expenses
including wages and also the Buyer shall pay the expense of repatriation to
Beijing, the People’s Republic of China by air upon termination of his/ their
service, the expense of his/ their communications with the Seller when made in
performance of his/ their duties as the Guarantee Engineer(s) and the expense,
if any, of his/ their medical and hospital care. The Buyer, its successor(s)
and/ or assign(s), shall be liable to and indemnify the Seller and/ or the
Guarantee Engineer(s) and/ or the Seller for personal injuries, including death
and damages to, or loss or destruction of property of the Guarantee Engineer(s),
if such death, injuries, damages, loss and / or destruction were caused by gross
negligence or willful misconduct of the Buyer, its successor(s) and/ or
assign(s) or its employees and/ or agents.
Pertaining to the detailed particulars of this Paragraph, and agreement will be
made according to this effect between the parties hereto upon delivery of the
Vessel.
ARTICLE Ⅹ CANCELLATION, REJECTION AND RESCISSION BY THE BUYER
1. All payments made by the Buyer prior to the delivery of the Vessel shall be
in the nature of advance to the Seller. In the event the Buyer shall exercise
its right of cancellation and/ or rescission of this Contact under and pursuant
to any of the provisions of this Contract specifically permitting the Buyer to
do so, then the Buyer shall notify the Seller in writing or by telex confirmed
in writing, and such cancellation and/ or rescission shall be effective as of
the date the notice thereof is received by the Seller
2. Thereupon the Seller shall refund in United States Dollars immediately to the
Buyer the full amount of all sums paid by the Buyer to the Seller on account of
the Vessel, unless the Seller disputes the Buyer’s cancellation and/ or
recession by instituting arbitration in accordance with Article ⅩⅢ. If the
Buyer’s cancellation or recession of this Contract is disputed by the Seller by
instituting arbitration as aforesaid, then no refund shall be made by the
Seller, and the Buyer shall not be entitled to demand repayment from Bank of
China under its guarantee, until the arbitration award between the Buyer and the
Seller or, in case of appeal or appeal by the Seller on the arbitration award or
any court orders, by the final court order, which shall be in favor of the
Buyer, declaring the Buyer’s cancellation and/ or rescission justified, is made
and delivered to the Seller by the arbitration tribunal or final competent
London Court having jurisdiction on the dispute. In the event of the Seller is
obliged to make refund, the Seller shall pay the Buyer interest in United States
Dollars at the rate of percent ( %) if the cancellation or rescission or
rescission of the Contract is exercised by the Buyer for the delay of aggregate
( ) days in accordance with the provision of Paragraph 3 of ArticleⅧ or/ by the
events described in Article Ⅲ 1(c), 2(c),3(c) or 4(c) hereof, however in the
event of total loss as described in Article X, IV of this Contract, then, no
interest will be refunded on the amount required herein to be refunded to the
Buyer, computed from the respective dates when such sum were received by Bank of
China, New York Branch or any such other bank account as nominated by the Seller
pursuant to Article II 4(b) or 4(d) from the Buyer to the date of remittance by
telegraphic transfer of such refund to the Buyer by the Seller.
3. Upon such refund by the Seller to the Buyer, all obligations, duties and
liabilities of each of the parties hereto the other under this Contract shall be
forthwith completely discharged.
ARTICLE Ⅺ BUYER’S DEFAULT
1. DEFINITION OF DEFAULT
The Buyer shall be deemed in default of its obligation under the Contract if any
of the following events occurs:
(a) The Buyer fails to pay the Second or Third or Fourth installment to the
Seller when any such installment becomes due and payable under the provisions of
Article Ⅱ hereof and provided the Buyer shall have received the Seller’s demand
for payment in accordance with Article Ⅱhereof, or
(b) The Buyer fails to pay the fifth installment to the Seller in accordance
with Paragraph 3(e) and 4(e) of Article Ⅱ hereof provided the Buyer shall have
received the Seller’s demand for payment in accordance with Article Ⅱ hereof; or
(c) The Buyer fails to take delivery of the Vessel, when the Vessel is duly
tended for delivery by the Seller under the provisions of Article Ⅶ hereof.
2. NOTICE OF DEFAULT
If the Buyer is in default of payment or in performance of its obligations as
provided hereinabove, the Seller shall notify the Buyer to that effect by telex
after the date of occurrence of the default as per Paragraph 1 of this Article
and the Buyer shall forthwith acknowledge by telex to the Seller that such
notification has been received. In case the Buyer does not give the aforesaid
telex acknowledgement to the Seller within three (3) calendar days it shall be
deemed that such notification has been duly received by the Buyer.
3. INTEREST AND CHARGE
(a) If the Buyer is in default of payment as to any installment as provided in
Paragraph 1(a) and/ or 1(b) of this Article, the Buyer shall pay interest on
such installment at the rate of percent ( %) per annum for a period of 15 days
from the due date thereof and thereafter at the rate of percent ( %) per annum
until the date of the payment of the full amount, including all aforesaid
interest. In case the Buyer shall fail to take delivery of the Vessel when
required to as provided in Paragraph 1(c) of this Article, the Buyer shall be
deemed in default of payment of the fifth installment and shall pay interest
thereon at the same rate as aforesaid from and including the day on which the
Vessel is tendered for delivery by the Seller, as provided in Article Ⅶ
Paragraph 7 hereof.
(b) In any event of default by the Buyer under 1(a) or 1(b) or 1(c) above, the
Buyer shall also pay all costs, charges and expenses incurred by the Seller in
consequence of such default.
4. DEFAULT DEFORE DELIVERY OF THE VESSEL
(a) If any default by the Buyer occurs as defined in Paragraph 1(a) or 1(b) or
1(c) of this Article, the Delivery Date shall at the Seller’s option, be
postponed for a period of continuance of such default by the Buyer.
(b) If any such default as defined in Paragraph 1(a) or 1(b) or 1(c) of this
Article committed by the Buyer continues for a period of fifteen (15) days,
then, the Seller shall have all following rights and remedies;
(i) The Seller may, at its option, cancel or rescind this Contract, provided the
Seller has notified the Buyer of such default pursuant to Paragraph 2 of this
Article, by giving notice of such effect to the Buyer by telex confirmed in
writing. Upon receipt by the Buyer of such telex notice of cancellation or
rescission, all of the Buyer’s Supplies shall forthwith become the sole property
of the Seller, and the Vessel and all its equipment and machinery shall be at
the sole disposal of the Seller for sale or otherwise; and
(ii) In the event of such cancellation or rescission of this Contract, the
Seller shall be entitled to retain any installment or installments of the
Contract Price paid by the Buyer to the Seller on account of this Contract; and
(iii) (Applicable to any Buyer’s default defined in 1(a) of this Article) The
Seller shall, without prejudice to the Seller’s right to recover from the Buyer
the 5th installment, interest, costs and/ or expenses by applying the proceeds
to be obtained by sale of the Vessel in accordance with the provisions set out
in this Contract, have the right to declare all unpaid 2nd, 3rd and 4th
installments to be forthwith due and payable, and upon such declaration, the
Seller shall have the right to immediately demand the payment of the aggregate
amount of all unpaid 2nd, 3rd and 4th installments from the Guarantor in
accordance with the t,erms and conditions of the guarantee issued by the
guarantor.
5. SALE OF THE VESSEL
(a) In the event of cancellation or rescission of this Contract ac above
provided, the Seller shall have full right and power either to complete or not
to complete the Vessel at it deems fit, and to sell the Vessel at a public or
private sale on such terms and conditions as the Seller thinks fit without being
answerable for any loss or damage occasioned to the Buyer thereby.
In the case of sale Vessel, the Seller shall give telex or written notice to the
Buyer.
(b) In the event of the sale of the Vessel in its completed state, the proceeds
of sale received by the Seller shall be applied firstly to payment of all
expenses attending such sale and otherwise incurred by the Seller as a result of
the Buyer’s default, and then to payment o fall unpaid installments and/ or
unpaid balance of the Contract Price and interest on such installment at the
interest rate as specified if the relevant provisions set out above from the
respective due dates thereof to the date of application.
(c) In the event of the sale of the Vessel in its incomplete state, the proceeds
of sale received by the Seller shall be applied firstly to all expenses
attending such sale and otherwise incurred by the Seller as a result of the
Buyer’s default, and then to payment of all costs of construction of the Vessel
(such costs of construction, as herein mentioned, shall include but are not
limited to all costs of labor and/ or prices paid or to be paid by CSTC and/ or
the Seller for the equipment and/ or technical design and/ or materials
purchased or to be purchased, installed and/ or to be installed on the Vessel)
and/ or any fees, charges, expenses and/ or royalties incurred and/ or to be
incurred for the Vessel less the installments so retained by the Seller, and
compensation to the Seller for a reasonable sum of loss of profit due to the
cancellation or rescission of this Contract.
(d) In either of the above events of sale, if the proceed of sale exceeds the
total of the amounts to which such proceeds are be applied as aforesaid, the
Seller shall promptly pay the excesses to the Buyer without interest, provided,
however that the amount of each payment to the Buyer shall in no event exceed
the total amount of installments already paid by the Buyer and the cost of the
Buyer’s supplies, if any.
(e) If the proceed of sale are insufficient to pay such total amounts payable as
aforesaid, the Buyer shall promptly pay the deficiency to the Seller upon
request.
ARTICLE XII INSURANCE
1. EXTENT OF INSURANCE COVERAGE
From the time of keel-laying of the first section of the Vessel until the same
is completed, delivered to and accepted by the Buyer, the Seller shall, at its
own cost and expense, keep the Vessel and all machinery, materials, equipment,
appurtenances and outfit, delivered to the Buyer for the Vessel or built into,
or installed in or upon the Vessel, including, the Buyer’s Supplies, fully
insured with first class Chinese insurance companies for Seller’s risk.
The amount of such insurance coverage shall, up to the date of delivery of the
Vessel, be in an amount at lease equal to, but not limited to, the aggregate of
the payments made by the Buyer to the Seller including the value of the Buyer’s
Supplies. The policy referred to hereinabove shall be taken out in the name of
the Seller and all losses under such policy shall be payable to the Seller.
2. APPLICATION OF RECOVERED AMOUNT
(a) Partial Loss:
In the event the Vessel shall be damaged by any insured cause whatsoever prior
to acceptance and delivery thereof by the Buyer and in the further event that
such damage shall not constitute and actual or a constructive total loss of the
Vessel, the Seller shall apply the amount recovered under the insurance policy
referred to in Paragraph 1 of this Article to the repair of such damage
satisfactory to the Classification Society and other institutions or authorities
as described in the Specifications without additional expenses to the Buyer, and
the Buyer shall accept the Vessel under this Contract if completed in accordance
with this Contract and Specifications.
(b) Total Loss:
However, in the event that the Vessel is determined to be an actual or
constructive total loss, the Seller shall either:
(i) By the mutual agreement between the parties hereto, proceed in accordance
with terms of this Contract, in which case the amount recovered under said
insurance policy shall be applied to the reconstruction and/ or repair of the
Vessel’s damages and/ or reinstallation of Buyer’s Supplies without additional
expenses to the Buyer, provided the parties hereto shall have first agreed in
writing as to such reasonable extension of the Delivery Date and adjustment of
other terms of this Contract including the Contract Price as may be necessary
for the completion of such reconstruction; or
(ii) If due to whatever reasons the parties fail to agree on the above, then
refund immediately to the Buyer the amount of all installments paid to the
Seller under this Contract without interest together with recovered amount for
Buyer’s supplies onboard, whereupon this Contract shall be deemed to be canceled
and all rights, duties, liabilities and obligations of each of the parties to
the other shall terminate forthwith.
Within thirty (30) days after receiving telex notice of any damage to the Vessel
constituting an actual or a constructive total loss, the Buyer shall notify the
Seller in writing or by telex of its agreement or disagreement under this
sub-paragraph. In the event the Buyer fails to so notify the Seller, then such
failure shall be construed as disagreement on the part of the Buyer. This
Contract shall be deemed as rescinded and cancelled and the Buyer receives the
refund as hereinabove provided and the provisions hereof shall apply.
3. TERMINATION OF THE SELLER’S OBLIGATION TO INSURE
The Seller’s obligation to insure the Vessel hereunder shall cease and terminate
forthwith upon delivery thereof to and acceptance by the Buyer.
ARTICLE ⅩⅢ DISPUTES AND ARBITRATION
1. ARBITRATION CLAUSE
Any dispute arising from or in connection with this contract shall be submitted
to China Maritime Arbitration Commission (CMAC) for arbitration which shall be
conduced in accordance with the Commission ’s arbitration rules in effect at the
time of applying for arbitration. The arbitral award is final and binding upon
both parties.
2. ALTERATION OF DELIVERY TIME
In the event of reference to arbitration of any dispute arising out of matters
occurring prior to delivery of the Vessel, the Seller shall not be entitled to
extend the Delivery Date as defined in Article Ⅶ hereof and the Buyer shall not
be entitled to postpone its acceptance of the Vessel on the Delivery Date or on
such newly planned time of delivery of the Vessel as declared by the Seller.
However, if the construction of the Vessel is affected by any arbitration
proceeding, the Seller shall then be permitted to extend the Delivery Date as
defined in Article Ⅶ and the decision or the award shall include a finding as to
what extent the Seller shall be permitted to extend the Delivery Date.
ARTICLE ⅩⅣ RIGHT OF ASSIGNMENT
Neither of the parties hereto shall assign this Contract to any other
individual, firm, company or corporation unless prior consent of the other party
is given in writing.
ARTICLE ⅩⅤ TAXES AND DUTIES
1. TAXES
All costs for taxes including stamp duties, if any, incurred in connection with
this Contract in the People’s Republic of China shall be born by the Seller. Any
taxes and/ or duties imposed upon those items or services procured by the Seller
in the People’s Republic of China or elsewhere for the construction of the
Vessel shall be born by the Seller.
2. DUTIES
The Seller shall indemnify the Buyer for, and hold it harmless against, any
duties imposed in the People’s Republic of China upon materials and equipment
which under the terms of this Contract and/ or the Specifications will, or may
be, supplied by the Buyer from the abroad for installation in the Vessel as well
as any duties imposed in the People’s Republic of China upon running stores,
provisions and supplies furnished by the Buyer from abroad to be stocked on
board the Vessel and also from the payment of export duties, if any, to be
imposed upon the Vessel as a whole or upon any of its parts or equipment. Any
tax or duty other than those described hereinabove, if any, shall be borne by
the Buyer.
ARTICLE Ⅹ Ⅵ PATENTS, TRADEMARKSAND COPYRIGHTS
The machinery and equipment of the Vessel may bear the patent number, trademarks
or trade names of the manufacturers. The Seller shall defend and save harmless
the Buyer from patent liability of Claims of patent infringement of any nature
or kind, including costs and expenses for, or on account of any patented or
paten table invention made or used in the performance of this Contract and also
including cost and expense of litigation, if any.
Nothing contained herein shall be construed an transferring any patent or
trademark rights or copyright in equipment covered by this Contract, and all
such rights are herby expressly reserved to the true and lawful owners thereof.
Notwithstanding any provisions contained herein to the contrary, the Seller’s
obligation under this Article should not be terminated by the passage of any
specified period of time.
The Seller’s indemnity hereunder does not extend to equipment or parts supplied
by the Buyer to the Seller if any.
ARTICLE ⅩⅦ NOTICE
Any and all notices and communications in connection with this Contract shall be
addressed as follows:
To the Buyer:
Address:
Telex No.:
Telefax No.:
To the Seller: (Shipyard)
Address:
Telex No.:
Telefax No.:
Any change of address shall be communicated in writing by registered mail by the
party madding such change to the other party and in the event of failure to give
such notice of change, communications addressed to the party at their last known
address shall be deemed sufficient.
Any and all notices, requests, instructions, advices and communications in
connection with this Contract shall be deemed to be given at and shall become
effective from, the time when the same is delivered to the address of the party
to be served provided, however, that registered airmail shall be deemed to be
delivered ten (10) days after the date of dispatch, express courier service
shall be deemed to be delivered five (5) days after the date of dispatch, and
telex acknowledge by the answerbacks shall be deemed to be delivered upon
dispatch.
Any and all notices, communications, Specifications and drawings in connection
with this Contract shall be written in the English language and each party
hereto shall have no obligation to translate them into any other language.
ARTICLE ⅩⅧ EFFETIVE DATE OF CONTRACT
This Contract shall become effective upon fulfillment of all the following
conditions:
(1) Due execution of this Contract and the Specifications; and
(2) Receipt by the Seller of the first installments in accordance with Paragraph
3(a) and 4(a) of Article II of this Contract; and
(3) Receipt by the Seller of a Letter of Guarantee in the form annexed hereto as
Exhibit B issued by a first class international bank acceptable to Bank of China
and the Seller in accordance with Article II Paragraph 6 hereof.
(4) Receipt by the Buyer of a Refund Guarantee in the form annexed hereto as
Exhibit A issued by Bank of China, Head Office Banking Department in accordance
with Article II Paragraph 7 hereof.
ARTICLE ⅩⅨ INTERPRETATION
1. LAW APPLICABLE
The parties hereto agree that the validity and interpretation of this Contract
and of each Article and part hereof be governed by and interpreted in accordance
with the Laws of .
2. DISCREPANCIES
All general language or requirements embodied in the Specifications are intended
to amplify, explain and implement the requirements of this Contract. However, in
the event that any language or requirement so embodied in the Specifications
permit an interpretation inconsistent with any provision of this Contract, then
in each and every such event the applicable provisions of this Contract shall
govern. The Specifications and plans are also intended to explain each other,
and anything shown on the plans and not stipulated in the Specifications or
stipulated in the Specifications and not shown on the plans, shall be deemed and
considered as if embodied in both. In the event of conflict between the
Specifications and plans, the Specifications shall govern. However, with regard
to such inconsistency or contradiction between this contract and the
Specifications as may later occur by any change or changes in the Specifications
agreed upon by and among the parties hereto after execution of this Contract,
then such change or changes shall govern.
3. DEFINITION
In absence of stipulation of "banking day(s)" or "business day(s)", the "day"
shall be taken as "calendar days".
In WITNESS WHEREOF, the parties hereto have caused this Contract to de duly
executed on the day and year first above written.
The Buyer:
Name:
Title:
Witness:
The Seller: Shipyard
Name:
Title:
Exhibit "A":
IRREVOCABLE LETTER OFGUARANTEE NO.
To:
Dear Sirs, Date:
Irrevocable Letter of Guarantee No.
At the request of (hereinafter called "the Seller") and in consideration of your
agreeing to pay the Seller the installments before delivery of the Vessel under
the Contract concluded by and amongst you, and the Seller dated , 20 for the
construction of one (1) Metric Tons Deadweight to be designated as Hull No.
(hereinafter called "the Contract"), we, the undersigned, do hereby guarantee
repayment to you by the Seller of an amount up to but not exceeding a total
amount of United States Dollars only (US＄ ) representing the first installment
of the Contract Price of the Vessel, United States Dollars Only (US＄ ), the
third installment of the Contract Price of the Vessel, United States Dollars
only (US＄ ) and fourth installment of the Contract Price of the Vessel, United
States Dollars only (US＄ ), as you may have paid to the Seller under the
Contract prior to the delivery of the Vessel, if and when the same or any part
thereof becomes repayable to you from the Seller in accordance with the terms
(Article X or Article XII 2(b) of the Contract. Should the Seller fail to make
such repayment, we shall pay you the amount the Seller ought to pay with no if
cancellation of the Contract is exercised by you for the delay caused by
permissible delays,) or together with an interest at the rate of percent ( ) per
annum the cancellation of the Contract is exercised by you for the delay of
aggregate ( ) days in accordance with the provisions of Paragraph 3 of Article Ⅷ
or by the event described in Article Ⅲ 1(c), 2(c), 3(c)or 4(c) of the Contract,
otherwise at the rate of percent ( ) per annum within thirty (30) business days
after out receipt of the relevant written demand from you for repayment.
However, in the event of and dispute between you and the Seller in relation to:
(1) Whether the Seller shall be liable to repay the installment or installments
paid by you and
(2) Consequently whether you shall have the right to demand payment from us, and
such disputes is submitted either by the Seller or by you for arbitration in
accordance with Article ⅩⅢ of the Contract, or for appeal or appeals in
accordance the English Laws shall be entitled to withhold and deter payment
until the arbitration award is published. We shall not be obligated to make any
payment to you unless the arbitration award orders the Seller to make repayment
and any right of appeal available to the Seller under English Laws is waived or
is not exercised by the Seller in accordance with English Laws. If the Seller
fails to honor the award or judgment, then we shall refund to you to the extent
the arbitration award (or any court judgment) orders but not exceeding the
aggregate amount of this guarantee plus the interest described above.
The said repayment shall be made by us in United States Dollars.
This Letter of Guarantee shall become effective from the time of the actual
receipt of the first installment by the Seller from you and the amounts
effective under this Letter of Guarantee shall correspond to the total payment
actually made by you from time to time under the Contract prior to the delivery
of the Vessel. However, the available amount under this Letter of Guarantee
shall in no event exceed above mentioned amount actually paid to the Seller,
together with interest calculated, as described above at percent ( ) or, percent
( ) per annum, as the case may be for the period commencing with the date of
receipt by the Seller of the respective installment to the date of repayment
thereof.
This Letter of Guarantee shall remain in force until the Vessel has been
delivered to and accepted by you or refund has been made by the Seller or
ourselves, or until (being thirty (30) days after the Delivery Date as defined
in Article VII of the Contract), whichever occurs earlier, after which you are
to return it to us by airmail for cancellation.
However, in the event that:
(I) Construction of the Vessel is continuing but has not been completed, this
guarantee shall be extended to expire on (being ( ) days after the Delivery Date
as defined in Article VII of the Contract) or, if it occurs earlier, on delivery
of the Vessel to you as provided in the Contract; or
(II) There exists arbitration or appeal between you and Seller for such matter
as described in the above, then the validity of this guarantee shall be
automatically extended until the date falling on the thirtieth (30th) calendar
day after the arbitration award of court order is published.
This Letter of Guarantee is governed by the Laws of China.
For Bank of China
Exhibit "B"
IRREVOCALBE LETTER OF GUARANTEE
FOR THE 2ND, 3RD, AND 4TH INSTALLMENTS
Bank
To: Shipyard Date:
Dear Sirs,
(1) In consideration of your entering into a Ship Sale Contract dated ("the
Shipbuilding Contract") with as the buyer ("the Buyer") for the construction of
one (1) Metric Tons Deadweight Known as Shipyard’s Hull No. ("the Vessel"), we,
hereby IRREVOCABLY, ABSOLUTELY and UNCONDITIONALLY guarantee, as the primary
obligor and not merely as the surety, the due and punctual payment by the Buyer
of each and all of the 2nd, 3rd and 4th installments of the Contract Price
amounting to a total sum of United States Dollars as specified in (2) below.
(2) The installments guaranteed hereunder, pursuant to the terms of the
Shipbuilding Contract, comprise the 2nd installment in the amount of US Dollars
payable by the Buyer within three (3) New York banking days after cutting the
first steel plate in your Seller’s workshop, the third installment in the amount
of US Dollars payable by the Buyer within three (3) banking days after
keel-laying of the first section of the Vessel, and the 4th installment in the
amount US Dollars days after launching of the Vessel.
(3) We also IRREVOCABLY, ABSOLUTELY and UNCONDITIONALLY guarantee, as primary
obligor and not merely as surely, the due and punctual payment by the Buyer of
interest on each installment guaranteed hereunder at the rate of percent ( ) per
annum from and including the first day after the date of installment in default
until the date of full payment by us of such amount guaranteed hereunder.
(4) In the event that the Buyer fails to punctually pay any installment
guaranteed hereunder or the Buyer fails to pay any interest thereon, and any
such default continues for a period of fifteen (15) days, then, upon receipt by
us of your first written demand, we shall immediately pay to you or your
assignee all unpaid 2nd, 3rd and 4th installments, together with the interest as
specified in Paragraph (3) hereof, without requesting you to take any or further
action, procedure or step against the Buyer or with respect to any other
security which you may hold.
(5) We hereby agree that at your option this Guarantee and the undertaking
hereunder shall be assignable to and of so assigned shall insure to the benefit
or any 3rd party designated by you or bank as your assignee as if any such third
party or bank were originally named herein.
(6) Any payment by us under this Guarantee shall be made in the United States
Dollars by telegraphic transfer to bank, as receiving bank nominated by you for
credit to the account of you with bank or through other receiving bank to be
nominated by you from time to time, in favor of you or your assignee.
(7) Our obligations under this guarantee shall not be affected or prejudiced by
any dispute between you as the Seller and the Buyer under the Shipbuilding
Contract or by the Seller’s delay in the construction and/ or delivery of the
Vessel due to whatever causes or by any variation or extension of their terms
thereof or by any security or other indemnity now or hereafter held by you in
respect thereof, or by any time or indulgence granted by you or any other person
in connection therewith, or by any invalidity or then forcibility of the
thereof, or by any act, omission, fact or circumstances whatsoever, which could
or might, but for the foregoing, diminish in any way our obligations under this
Guarantee.
(8) Any claim or demand shall be in writing signed by one of you officers and
may be served on us either by hand or by post and if sent by post to (or such
other address as we may notify to you in writing), or by tested telex (telex No:
) via Bank of China, with confirmation in writing.
(9) This Letter of Guarantee shall come into full force and effect upon delivery
to you of this Guarantee and shall continue in force and effect until the Vessel
in delivered to and accepted by the Buyer and the Buyer shall have performed all
its obligations for taking delivery thereof or until the full payment of all
2nd, 3rd and 4th installments together with the aforesaid interest by the Buyer
or us, whichever first occurs.
(10) The maximum amount, however, that we are obliged to pay to you under this
Guarantee shall not exceed the aggregate amount of US Dollars being an amount
equal to the sum of:
(a) All the 2nd, 3rd and 4th installments guaranteed hereunder in the total
amount of United States Dollars (US＄ ); and
(b) Interest at the rate of percent ( ) per annum of the installment for a
period of sixty (60) days in the amount of United States Dollars (US＄ ).
(11) All payments by us under this Guarantee shall be made without any set-off
or counter-claim and without deduction or withholding for or on account of
taxes, duties, or charges whatsoever unless we are compelled by law to deduct or
withhold the same. In the latter event we shall make the minimum deduction or
withholding permitted and will pay such additional amounts as may be necessary
in order that the net amount received by you after such deductions or
withholdings shall equal the amount which would have been received had no such
deduction or with holding been required to be made.
(12) This Letter of Guarantee shall be governed by the Laws of England. We
hereby submit to the non-exclusive jurisdiction of the English courts for the
purposes of any legal action or proceedings in connection herewith in England.
(13) This Letter of Guarantee shall have expired as aforesaid, you will return
the same to us without any request of demand from us.
(14) IN WITNESS WHEREOF, we have caused this Letter of Guarantee to be executed
and delivered by our duly authorized representative the day and year above
written.
Very Truly your
By:
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