Shipbuilding Contract | Hull No.H1597 |
CONTENTS
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ARTICLE
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PAGE NO.
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ARTICLE I DESCRIPTION AND CLASS
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2
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1. DESCRIPTION:
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2
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2. CLASS AND RULES
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2
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3. PRINCIPAL PARTICULARS AND DIMENSIONS OF THE VESSEL
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3
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4. GUARANTEED SPEED
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4
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5. GUARANTEED FUEL CONSUMPTION
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4
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6. GUARANTEED DEADWEIGHT
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4
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7. SUBCONTRACTING:
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5
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8. REGISTRATION:
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5
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ARTICLE II CONTRACT PRICE & TERMS OF PAYMENT
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6
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1. CONTRACT PRICE:
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6
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2. CURRENCY:
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6
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3. TERMS OF PAYMENT:
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6
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4. METHOD OF PAYMENT:
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8
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5. PREPAYMENT:
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9
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6. SECURITY FOR PAYMENT OF INSTALMENTS BEFORE DELIVERY:
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9
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7. REFUNDS
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10
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ARTICLE III ADJUSTMENT OF THE CONTRACT PRICE
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11
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1. DELIVERY
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11
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2. INSUFFICIENT SPEED
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12
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3. EXCESSIVE FUEL CONSUMPTION
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13
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4. DEADWEIGHT
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14
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5. EFFECT OF RESCISSION
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15
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ARTICLE IV SUPERVISION AND INSPECTION
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16
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1. APPOINTMENT OF THE BUYER'S SUPERVISOR
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16
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2. COMMENTS TO PLANS AND DRAWINGS
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16
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3. SUPERVISION AND INSPECTION BY THE SUPERVISOR
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17
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4. LIABILITY OF THE SELLER
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18
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5. SALARIES AND EXPENSES
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18
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6. REPLACEMENT OF SUPERVISOR
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19
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ARTICLE V MODIFICATION,CHANGES AND EXTRAS
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20
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1. HOW EFFECTED
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20
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2. CHANGES IN RULES AND REGULATIONS, ETC.
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21
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3. SUBSTITUTION OF MATERIALS AND/OR EQUIPMENT
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22
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4. BUYER'S SUPPLIED ITEMS
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22
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ARTICLE VI TRIALS
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24
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1. NOTICE
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24
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2. HOW CONDUCTED
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25
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3. TRIAL LOAD DRAFT
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25
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4. METHOD OF ACCEPTANCE OR REJECTION
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26
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5. DISPOSITION OF SURPLUS CONSUMABLE STORES
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26
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6. EFFECT OF ACCEPTANCE
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27
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ARTICLE VII DELIVERY
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28
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1. TIME AND PLACE
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28
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2. WHEN AND HOW EFFECTED
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28
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3. DOCUMENTS TO BE DELIVERED TO THE BUYER
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28
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4. TITLE AND RISK
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30
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Shipbuilding Contract | Hull No.H1597 |
5. REMOVAL OF VESSEL
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30
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6. TENDER OF THE VESSEL
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30
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ARTICLE VIII DELAYS & EXTENSION OF TIME FOR DELIVERY
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31
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1. CAUSE OF DELAY
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31
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2. NOTICE OF DELAY
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31
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3. RIGHT TO CANCEL FOR EXCESSIVE DELAY
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32
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4. DEFINITION OF PERMISSIBLE DELAY
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32
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ARTICLE IX WARRANTY OF QUALITY
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33
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1. GUARANTEE OF MATERIAL AND WORKMANSHIP
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33
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2. NOTICE OF DEFECTS
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33
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3. REMEDY OF DEFECTS
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33
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4. EXTENT OF THE SELLER'S LIABILITY
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35
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ARTICLE X CANCELLATION, REJECTION AND RESCISSION BY THE BUYER
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36
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ARTICLE XI BUYER'S DEFAULT
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37
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1. DEFINITION OF DEFAULT
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37
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2. NOTICE OF DEFAULT
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37
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3. INTEREST AND CHARGE
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38
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4. DEFAULT BEFORE DELIVERY OF THE VESSEL
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38
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5. SALE OF THE VESSEL
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39 |
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ARTICLE XII INSURANCE
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41
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1. EXTENT OF INSURANCE COVERAGE
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41
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2. APPLICATION OF RECOVERED AMOUNT
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41
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3. TERMINATION OF THE SELLER'S OBLIGATION TO INSURE
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42
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ARTICLE XIII DISPUTES AND ARBITRATION
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43
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1. PROCEEDINGS
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43
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2. ALTERNATIVE ARBITRATION BY AGREEMENT
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43
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3. NOTICE OF AWARD
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44
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4. EXPENSES
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44
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5. AWARD OF ARBITRATION
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44
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6. ENTRY IN COURT
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44
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7. ALTERATION OF DELIVERY DATE
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44
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ARTICLE XIV RIGHT OF ASSIGNMENT
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45
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ARTICLE XV TAXES AND DUTIES
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46
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1. TAXES
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46 | |
2. DUTIES
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46
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ARTICLE XVI PATENTS, TRADEMARKS AND COPYRIGHTS
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47
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ARTICLE XVII NOTICE
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48
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ARTICLE XVIII EFFECTIVE DATE OF CONTRACT
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50
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ARTICLE XIX INTERPRETATION
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51
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1. LAW APPLICABLE
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51
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2. DISCREPANCIES
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51
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3. DEFINITION
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51
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4. ENTIRE AGREEMENT
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51
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ARTICLE XX SANCTIONS
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52
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EXHIBIT "A" : IRREVOCABLE LETTER OF GUARANTEE NO.
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55
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EXHIBIT "B" IRREVOCABLE LETTER OF GUARANTEE
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58
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Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Length overall
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abt. 249.95m
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Length between perpendiculars
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243.95m
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Breadth moulded
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44.00m
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Depth moulded
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21.20m
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Design Draft moulded
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13.50m
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Scantling Draft moulded
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15.00m
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Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
(a) |
No adjustment shall be made, and the Contract Price shall remain unchanged for Thirty (30) calendar days of delay in delivery of the VESSEL beyond the Delivery Date as defined in Article VII
hereof ending as of twelve o'clock midnight of the Thirtieth (30th) day of delay.
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(b) |
If the delivery of the VESSEL is delayed more than Thirty (30) calendar days after the date as defined in Article VII hereof, then, in such event, beginning at twelve o'clock midnight of the Thirtieth (30th) day after the Delivery Date, the Contract Price of the VESSEL shall be reduced by deducting therefrom the sum of United States Dollars Fifteen Thousand only (US$ 15,000) per day.
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(c) |
If the delay in the delivery of the VESSEL continues for a period of Two Hundred and Ten (210) calendar days 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 Two Hundred and Ten
(210) calendar days, if the BUYER has not served notice of cancellation pursuant to Article X, notify the BUYER of the date upon which the SELLER estimates 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) calendar 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.
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Shipbuilding Contract | Hull No.H1597 |
(d)
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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 Articles 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 VIII hereof.
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(e)
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The Seller shall notify the BUYER by e-mail if 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 shall be given
not less than Two (2) months prior to the newly planned delivery date.
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(f)
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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.
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(a)
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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 three tenths
(3/10) of one knot below the guaranteed speed as specified in Paragraph 4 of Article I of this Contract.
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Shipbuilding Contract | Hull No.H1597 |
(b)
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However, commencing with and including a deficiency of three tenths (3/10) of one knot in actual speed (as determined by the Trial Run after correction according to the Specifications) below the guaranteed
speed as specified in Paragraph 4, Article I of this Contract, the Contract Price shall be reduced as follows:
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(c)
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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 14.5
knots, then the BUYER may at its option reject the VESSEL and rescind this Contract in accordance with provisions 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 Three Hundred and Five Thousand only (US$350,000) being the maximum.
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(a)
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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 six percent (6%).
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(b)
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However, if the actual fuel consumption as determined by shop trial is greater than six percent (6%) above the guaranteed fuel consumption then, the Contract Price
shall be reduced by the sum of United States Dollars Sixty Thousand Only (US$60,000) for each full one percent (1%) increase in fuel consumption in excess of the above said six percent (6%) (fractions of one percent to be prorated).
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Shipbuilding Contract | Hull No.H1597 |
(c) |
If as determined by shop trial such actual fuel consumption of the Main Engine is more than ten percent (10%) in excess of the guaranteed fuel consumption, i.e. the fuel consumption exceeds 170.28gram/KW/hour,
the BUYER may, subject to the BUILDER’s right to effect replacement of a substitute engine or alterations of corrections as specified in the following sub-paragraph of Article III 3 (c) hereof, at its option, 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 Two Hundred and Forty Thousand (US$240,000) being
the maximum.
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(a)
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In the event that there is a deficiency in the actual deadweight of the VESSEL determined as provided in the Specifications, the Contract Price shall not be decreased if such deficiency is One Thousand Two Hundred (1200) metric tons or less below the guaranteed deadweight of 114,000 metric tons at assigned scantling draft moulded.
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(b)
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However, the Contract Price shall be decreased by the sum of United States Dollars Seven Hundred (US$700) for each full metric ton of such deficiency being more than
One Thousand Two Hundred (1,200) metric tons.
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Shipbuilding Contract | Hull No.H1597 |
(c)
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In the event that there should be a deficiency in the VESSEL's actual deadweight which exceeds Three Thousand (3,000) metric tons below the guaranteed deadweight, 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 with reduction in the Contract Price in the maximum amount of United States Dollars One Million Two Hundred Sixty Thousand only (US$1,260,000).
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Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
(1) |
If, after the date of signing of this Contract, any requirements as to the rules and regulations as specified in this Contract and the Specifications to which the construction of the VESSEL is required to conform, 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 exchange such information in full with each other in writing,
whereupon within twenty-one (21) calendar 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:
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(a)
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As to any increase or decrease in the Contract Price of the VESSEL that is occasioned by the cost for such compliance; and/or
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(b)
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As to any extension in the time for delivery of the VESSEL that is necessary due to such compliance; and/or
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(c)
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As to any increase or decrease in the guaranteed deadweight, fuel consumption and speed of the VESSEL, if such compliance results in increased or reduced deadweight, fuel consumption and speed; and/or
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(d)
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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.
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(e) |
If the price is to be increased, then, in addition, as to providing to the SELLER additional securities satisfactory to the SELLER.
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(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, fuel consumption and deadweight or providing additional
security to the SELLER or any alternation of the terms of this Contract, if any, then, provided that the alterations or changes are not compulsory, 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.
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Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
(a)
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All expenses in connection with Trial Run of the VESSEL are to be for the account of the BUILDER, 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.
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(b)
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The BUILDER shall provide the VESSEL with and pay for the required quantities of water and fuel oil with exception of lubrication oil, greases and hydraulic oil which shall be supplied by the BUYER for the
conduct of the Trial Run or Trial Runs as prescribed in the Specifications. The fuel oil supplied by the SELLER, and lubricating oil , greases 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.
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Shipbuilding Contract | Hull No.H1597 |
(a)
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Upon notification of the BUILDER of the completion of the Trial Run of the VESSEL, the BUYER or the BUYER's Supervisor shall within six (6) calendar days thereafter, notify the BUILDER by e-mail of its
acceptance of the VESSEL or of its rejection of the VESSEL together with the reasons therefor.
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(b)
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However, should the result of the Trial Run indicate that the VESSEL or any part thereof including its equipment does not conform to the requirements of this Contract and Specifications, then the BUILDER
shall investigate with the Supervisor the cause of failure and the proper steps shall be taken to remedy the same and shall make whatever corrections and alterations and/or re‑Trial Run or Runs as may be necessary without any extra cost to
the BUYER, and upon notification by the BUILDER of completion of such alterations or corrections and/or re‑trial or re‑trials, the BUYER shall, within six (6) calendar days thereafter, notify the SELLER by e-mail of its acceptance of its
VESSEL or of the rejection of the VESSEL together with the reason therefor on the basis of the alterations and corrections and/or re‑trial or re‑trials by the BUILDER.
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(c)
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In the event that the BUYER fails to notify the SELLER by e-mail of its acceptance or rejection of the VESSEL together with the reason therefor within six (6) days period as provided for in the above sub‑
paragraphs (a) and (b), the BUYER shall be deemed to have accepted the VESSEL.
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(d) |
Any dispute arising among the parties hereto as to the result of any Trial Run or 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.
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(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 such qualifications and/or remarks are acceptable to the SELLER) at the time before effecting delivery of the VESSEL to the BUYER under this Contract.
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Shipbuilding Contract | Hull No.H1597 |
i) |
the SELLER shall for its own account remedy the deficiency and fulfil the requirements as soon as possible, or
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ii) |
if elimination of such deficiencies will affect timely delivery of the VESSEL, then the SELLER shall indemnify the BUYER for any direct cost reimbursement in association with remedying these minor non-conformities elsewhere from China as
a consequence thereof, excluding, however, loss of time and/or loss of profit.)
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Shipbuilding Contract | Hull No.H1597 |
(a)
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PROTOCOL OF TRIALS of the VESSEL made by the BUILDER pursuant to the Specifications.
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(b)
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PROTOCOL OF INVENTORY of the equipment of the VESSEL including spare part and the like, all as specified in the Specifications, made by the BUILDER.
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Shipbuilding Contract | Hull No.H1597 |
(c)
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PROTOCOL OF STORES OF CONSUMABLE NATURE made by the BUILDER referred to under Paragraph 5 of Article VI hereof.
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(d)
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FINISHED DRAWINGS AND PLANS pertaining to the VESSEL as stipulated in the Specifications, made by the BUILDER.
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(e)
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PROTOCOL OF DEADWEIGHT AND INCLINING EXPERIMENT, made by the BUILDER
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(f)
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ALL CERTIFICATES required to be furnished upon delivery of the VESSEL pursuant to the Specifications each free of conditions, recommendations, restrictions and qualifications whatsoever (except for the conditions, recommendations, restrictions and qualifications which are due to reasons attributable to the BUYER).
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(g)
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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.
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(h)
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COMMERCIAL INVOICE made by the SELLER.
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(i) |
BILL OF SALE made by the SELLER.
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Shipbuilding Contract | Hull No.H1597 |
(j)
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BUILDER’s Certificate made by the BUILDER.
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(k)
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Non-Registration Certificate made by the SELLER.
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Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
(a) |
The SELLER shall remedy, at its expense, any defects, against which the VESSEL is guaranteed under this Contract, by making all necessary repairs and/or replacements at the Shipyard or elsewhere as provided for in 3(b) below. In either
case whether all necessary repairs or replacements are performed by the SELLER at its shipyard or elsewhere as provided for in 3(b) below, the SELLER shall not be responsible for towage, dockage, wharfage, port charges and anything else
incurred for the Buyer’s getting and keeping the VESSEL ready for such repairing and replacing.
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Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
1.
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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
Contract 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 e-mail, and such cancellation and/or rescission shall be effective as
of the date the notice thereof is received by the SELLER.
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2. |
Thereupon the SELLER shall refund in United States dollars within thirty (30) business days immediately after cancellation and/or rescission of the Contract to the BUYER the full amount of all installments and sums already paid by the
BUYER to the SELLER on account of the VESSEL, unless the SELLER disputes the BUYER's cancellation and/or rescission by commencing arbitration procedures in accordance with Article XIII. If the BUYER's cancellation or rescission 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 SELLER’s Bank under its guarantee, until the arbitration
award between the BUYER and the SELLER or, in case of appeal or appeals by the SELLER on the arbitration award or any court orders, by the final court order, which shall be in favour of the BUYER, declaring the BUYER's cancellation and/or
rescission justified, is made and delivered to the SELLER by the arbitration tribunal. In the event of the SELLER is obligated to make refund, the SELLER shall pay the BUYER interest in United States Dollars at the rate of Five percent (5%),
if the cancellation or rescission of the Contract is exercised by the BUYER in accordance with the provision of Article III 1(c), 2(c), 3(c) or 4(c) hereof, on the amount required herein to be refunded to the BUYER computed from the
respective dates when such sums were received by SELLER’s bank pursuant to Article II 4(b), 4(c) or 4(d) from the BUYER to the date of remittance by telegraphic transfer of such refund to the BUYER by the SELLER, provided, however, that if
the said rescission by the BUYER is made under the provisions of Paragraph 3 of Article VIII or Paragraph 2 (b) of Article XII, then in such event the SELLER shall not be required to pay any interest.
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3.
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Upon such refund by the SELLER to the BUYER, all obligations, duties and liabilities of each of the parties hereto to the other under this Contract shall be forthwith completely discharged.
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Shipbuilding Contract | Hull No.H1597 |
(a)
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The BUYER fails to pay the First, Second, Third or Fourth installment to the SELLER when any such installment becomes due and payable under the provisions of this Contract and of Article II hereof and
provided the BUYER shall have received the SELLER's demand for payment in accordance with Article II hereof; or
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(b)
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The BUYER fails to deliver to the SELLER an irrevocable and unconditional Letter of Guarantee to be issued by the Payment Guarantor within the time specified in accordance with Paragraph 6 of Article II
hereof; or
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(c)
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The BUYER fails to pay the fifth installment to the SELLER in accordance with the terms and conditions of this Contract and of 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
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(d)
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The BUYER fails to take delivery of the VESSEL, when the VESSEL is ready and tendered for delivery according to the terms of this Contract for delivery by the SELLER under the provisions of this Contract and
of Article VII hereof.
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Shipbuilding Contract | Hull No.H1597 |
(a)
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If the BUYER is in default of payment as to any installment as provided in Paragraph 1 (a) and/or 1 (c) of this Article, the BUYER shall pay interest on such installment at the rate of Five percent (5%) 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 (d) 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.
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(b) |
In any event of default by the BUYER under 1 (a) or 1 (b) or 1 (c) or 1 (d) above, the BUYER shall also pay all reasonable direct costs, charges and expenses incurred by the SELLER in consequence of such
default, but excluding any indirect or consequential losses, damages or expenses.
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(a) |
If any default by the BUYER occurs as defined in Paragraph 1 (a) or 1 (b) or 1 (c) or 1 (d) 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.
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(b) |
If any such default as defined in Paragraph 1 (a) or 1 (b) or 1 (c) or 1 (d) of this Article committed by the BUYER continues for a period of fifteen (15) calendar days, then, the SELLER shall have all following rights and remedies:
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(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 e-mail. Upon receipt by the
BUYER of such e-mail 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
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(ii) |
In the event of such cancellation or rescission of this Contract, the SELLER shall be entitled to retain any instalment or instalments of the Contract Price paid by the BUYER to the SELLER on account of this Contract; and
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Shipbuilding Contract | Hull No.H1597 |
(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 instalment, 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 1st, 2nd, 3rd and 4th instalments 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 but due 1st, 2nd, 3rd and 4th instalments, as the case may be, from the Payment Guarantor in accordance with the terms and conditions of this Contract and
of the Payment Guarantee issued by the Payment Guarantor.
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(a)
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In the event of cancellation or rescission of this Contract as above provided, the SELLER shall have full right and power either to complete or not to complete the VESSEL as 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.
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In the case of sale of the VESSEL, the SELLER shall give e-mail or written notice to the BUYER.
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(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 of all unpaid installments and/or unpaid balance of the Contract Price and interest on such installment at the interest rate as specified in the relevant provisions set out above from the respective due
dates thereof to the date of application.
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(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 labour and/or prices paid or to be paid by CSTC and/or the BUILDER 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.
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Shipbuilding Contract | Hull No.H1597 |
(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 to 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 Supplied Items, if any.
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(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.
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Shipbuilding Contract | Hull No.H1597 |
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 an 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 and not make any claim for any consequential
loss or depreciation.
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Shipbuilding Contract | Hull No.H1597 |
(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 Supplied Items , 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
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(ii)
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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, 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.
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Within thirty (30) calendar days after receiving e-mail notice of any damage to the VESSEL constituting an actual or a constructive total loss, the BUYER shall notify the SELLER by e-mail 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 a disagreement on the part of the BUYER. This Contract shall be deemed as rescinded and canceled and the Paragraph 2 (b) (ii) of this
Article shall apply.
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Shipbuilding Contract | Hull No.H1597 |
In the event however, that said other party should fail to appoint a second arbitrator as aforesaid within twenty (20) days following receipt of notice of demand of arbitration, it is agreed that such party shall thereby be deemed to have
accepted and appointed as its own arbitrator the one already appointed by the party demanding arbitration, and the arbitration shall proceed forthwith before this sole arbitrator, who alone, in such event, shall constitute the Arbitration
Board. And in the further event that the two arbitrators appointed respectively by the parties hereto as aforesaid should be unable to reach agreement on the appointment of the third arbitrator within twenty (20) days from the date on which
the second arbitrator is appointed, either party of the said two arbitrators may apply to the President for the time being of the LMAA to appoint the third arbitrator. The award of the arbitration,
made by the sole arbitrator or by the majority of the three arbitrators as the case may be, shall be final, conclusive and binding upon the parties hereto.
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Notwithstanding the preceding provisions of this Article, it is recognized that in the event of any dispute or difference of opinion arising in regard to the construction of the VESSEL, her machinery and equipment, or concerning the
quality of materials or workmanship thereof or thereon, such dispute may be referred to the Classification Society upon mutual written agreement of the parties hereto. In such case, the opinion of the Classification Society shall be final and
binding on the parties hereto.
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Shipbuilding Contract | Hull No.H1597 |
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, 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.
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Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
a) |
The SELLER to provide the Refund Guarantee to the BUYER to cover BUYER’s first, second, third and fourth instalments in accordance with the terms of Article II paragraph 7 of this Contract;
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b) |
The BUYER to effect the payment of the first instalment in accordance with the terms of Article II, paragraph 3 (a) and 4 (a) of the Contract;
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c) |
The BUYER to provide Letter of Guarantees, within five (5)Banking Days from the date of BUYER's receipt of the Refund Guarantee, to the SELLER covering BUYER’s obligation to pay the 2nd, 3rd and 4th instalments as stipulated in Article II, paragraph 6 of this Contract.
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Shipbuilding Contract | Hull No.H1597 |
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 English Laws.
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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 requirements 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 prevail. 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.
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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 prevail.
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In absence of stipulation of “working day(s)”, "banking day(s)" or "business day(s)", the "day" or "days" shall be taken as "calendar day" or "calendar days".
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Shipbuilding Contract | Hull No.H1597 |
(a) |
Each of the SELLER and the BUYER hereby ensure that at the date of entering into this Contract and continuing until the BUYER has taken delivery of the VESSEL, neither the BUYER nor
the SELLER, are designated pursuant to the sanction lists maintained by the Chinese government and/or sanction lists maintained by United Nations and/or EU financial sanctions maintained by the European Commission of European Union and / or
the Consolidated List of Financial Sanctions Targets in the UK maintained by UK HM Treasury and/or OFAC’s SDN List maintained by U.S. Government so that this CONTRACT, as a result of the aforesaid sanction, becomes frustrated (“Sanctions”).
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(b) |
Either party shall notify the other party immediately upon the occurrence of a Sanctions event (the “Sanctions Notice”).
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(c) |
The Parties shall, from the date of the Sanctions Notice, work together in good faith within 60 days or any longer period as mutually agreed by the Parties to find a mutually acceptable solution (the “Standstill Period”). During the
Standstill Period, Each Party shall not be entitled to cancel/rescind this Contract by reason of the Sanctions giving rise to such Standstill Period, unless there is an explicit order or instruction of the official governmental authorities
that orders the Parties to do so.
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(d) |
If the Parties have reached a mutually acceptable solution during the Standstill Period and the Parties confirm to reactivate this Contract, the Delivery Date of the VESSEL shall be automatically extended for a period equal to the period
the Contract has been suspended for the reason stated in this Article XX.
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(e) |
If, on the last day of the Standstill Period, the Parties fail to reach a mutually acceptable solution despite their best endeavours, then:
|
i) |
if the Sanctions event was caused by the SELLER, the BUYER shall have the right to terminate this Contract.
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ii) |
if the Sanctions event was caused by the BUYER, the SELLER shall have the right to terminate this Contract.
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iii) |
In the event the BUYER terminates the Contract pursuant to this clause, the SELLER shall refund in United States dollars to the BUYER the full amount of all instalment or instalments paid by the BUYER to the SELLER on account of the
VESSEL.
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Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
THE BUYER : GUADELOUPE SHIPPING COMPANY INC.
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||
By :
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/s/ Andreas Nikolaos Michalopoulos
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Name :
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Andreas Nikolaos Michalopoulos
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Title :
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Attorney-in-fact
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Witness :
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/s/ Aliki Paliou
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THE SELLER:
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||
CSTC :
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China Shipbuilding Trading Company Limited
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By :
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/s/ Huang Chongyang
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Name :
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Huang Chongyang
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Title :
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Attorney in fact
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Witness :
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/s/ Song Chao
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THE BUILDER: Shanghai Waigaoqiao Shipbuilding Company Limited
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||
By :
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/s/ Li Hui
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Name :
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Li Hui
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Title :
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Attorney in fact
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Witness :
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/s/ Wang Nan
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Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
Shipbuilding Contract | Hull No.H1597 |
(1)
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In consideration of your entering into a Shipbuilding Contract dated 18th December, 2023 ("the Shipbuilding Contract") with GUADELOUPE SHIPPING COMPANY INC., address at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, MH96960, Marshall Islands, as the buyer (hereinafter called "the BUYER") for the construction of one (1) 114,000 DWT Product/Crude Oil Tanker known as Shanghai Waigaoqiao
Shipbuilding Company Limited's Hull No. H1597 (hereinafter called "the VESSEL"), we, Performance Shipping Inc., address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960, hereby IRREVOCABLY,
ABSOLUTELY and UNCONDITIONALLY guarantee, as the primary obligor and not merely as surety, the due and punctual payment by the BUYER of the 2nd, 3rd and 4th installments of the Contract Price amounting to a total sum of United
States Dollars Nineteen Million Four Hundred and Fifty Three Thousand Five Hundred only (USD 19,453,500) as specified in (2) below.
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(2) |
The Instalments guaranteed hereunder, pursuant to the terms of the Shipbuilding Contract, comprise the 2nd installment in the amount of United States Dollars Six Million Four Hundred and Eighty-Four Thousand Five Hundred only (US$
6,484,500) payable by the BUYER within five (5) Banking Days after cutting of the first steel plate in your BUILDER's Shipyard workshop and the third installment in the amount of United States Dollars Six Million Four Hundred and Eighty-Four
Thousand Five Hundred only (US$ 6,484,500) payable by the BUYER within five (5) Banking Days after keel‑laying of the first section of the VESSEL and the fourth installment in the amount of United States Dollars Six Million Four Hundred and
Eighty-Four Thousand Five Hundred only (US$ 6,484,500) payable by the BUYER within five (5) Banking Days after launching of the VESSEL .
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Shipbuilding Contract | Hull No.H1597 |
(3)
|
We also IRREVOCABLY, ABSOLUTELY and UNCONDITIONALLY guarantee, as primary obligor and not merely as surety, the due and punctual payment by the BUYER of interest on each Instalment guaranteed hereunder at the
rate of Five percent (5%) per annum from and including the first day after the date of instalment in default until the date of full payment by us of such amount guaranteed hereunder.
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(4)
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In the event that the BUYER fails to punctually pay any of the 2nd, 3rd and 4th Instalments guaranteed hereunder or the BUYER fails to pay any interest thereon, and any such default continues for a
period of fifteen (15) Banking Days, then, upon receipt by us of your first written demand, we shall immediately pay to you or your assignee only the unpaid installment of the 2nd, 3rd and 4th instalments, 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.
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(5) |
We hereby agree that at your option this Guarantee and the undertaking hereunder shall be on an exceptional basis assignable to your financing bank only and if so assigned shall inure to the benefit of your bank as your assignee as if your
bank were originally named herein.
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(6)
|
Any payment by us under this Guarantee shall be made in Unites States Dollars by telegraphic transfer to China CITIC Bank Corporation Limited, Beijing Branch, address at Block C, Fuhua Mansion, No.8,
Chaoyangmen Beidajie, Dongcheng District, Beijing, China (SWIFT Code: CIBKCNBJ100) as receiving bank nominated by you for A/C Beneficiary: China Shipbuilding Trading Company Limited or through other receiving bank to be nominated by you
from time to time, in favour of you or your assignee bank.
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(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 BUILDER'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 unenforceability of the terms 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.
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(8) |
Any claim or demand shall be in writing signed by one of your authorized officers and may be served on us either by hand or by post and if sent by post to c/o Unitized Ocean Transport Limited, 373 Syngrou Ave. & 2-4 Ymittou str, 17564,
Palaio Faliro, Athens, Greece (or such other address as we may notify to you in writing), or by email (E-mail Address: legal@unitizedocean.com), with confirmation in writing.
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Shipbuilding Contract | Hull No.H1597 |
(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 is 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 the 2nd, 3rd
and 4th Instalment together with the aforesaid interests by the BUYER or us, whichever first occurs.
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(10)
|
The maximum amount, however, that we are obliged to pay to you under this Guarantee shall not exceed the aggregate amount of U.S. Dollars Nineteen Million Six Hundred and Thirteen Thousand Three Hundred and
Ninety-Two only (US$ 19,613,392) being an amount equal to the sum of:‑
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(a)
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The 2nd, 3rd and 4th instalment guaranteed hereunder in the total amount of United States Dollars Nineteen Million Four Hundred and Fifty Three Thousand Five Hundred only (USD 19,453,500); and
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(b) |
Interest, if applicable, at the rate of Five percent (5%) per annum on the Instalment for a period of sixty (60) days in the amount of United States Dollars One Hundred and Fifty-Nine Thousand Eight Hundred and Ninety-Two only (US$
159,892).
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(11)
|
All payments by us under this Guarantee shall be made without any set‑off or counterclaim and without deduction or withholding for or on account of any taxes, duties, or charges whatsoever unless we are
compelled by law or the Contract 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 withholding been required to be made.
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(12)
|
This Letter of Guarantee shall be construed in accordance with and governed by the Laws of England. We hereby submit to the exclusive jurisdiction of the English courts for the purposes of any legal action or
proceedings in connection herewith in England.
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(13)
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When our liabilities under this Letter of Guarantee have expired as aforesaid, you will return it to us without any request or demand from us.
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Shipbuilding Contract | Hull No.H1597 |
Very Truly Yours
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By:
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