SALEFORM 2011 — Memorandum of Agreement For the Sale and Purchase of Ships

29 Сен

Сообщаем, что продолжается работа по пересмотру проформы договора купли-продажи судов SALEFORM 93. Приветствуется направление Ваших предложений до 12.10.2011.

The revision of SALEFORM 93 is a work in progress. The attached draft comparison shows the differences between the current published edition of SALEFORM 93 and the proposed revised edition. New text is shown in red; deleted text is shown in blue and text that has been moved from another part of the agreement is shown in green. We welcome your feedback. Please send your comments in writing to BIMCO at documentary@bimco.org and the Norwegian Shipbrokers Association (NSA) at mail@shipbroker.no before Wednesday 12 October 2011.
SALEFORM 2011
Memorandum of Agreement
Norwegian Shipbrokers’ Association’s
Memorandum of Agreement for sale and purchase
of ships. Adopted by BIMCO in 1956.
Code-name
DRAFT SALEFORM 2011
Consultation Copy
Revised 1966, 1983 and 1986/87, 1993 and 2011
MEMORANDUM OF AGREEMENT
1 Dated:
2 (Name of sellers) hereinafter called the Sellers, have agreed to sell, and
3 (Name of buyers) hereinafter called the Buyers, have agreed to buy:
4 Name of vessel: (hereinafter “Vessel”)
5 Register Number: IMO Number: IMO
6 Classification Society:
7 Class Notation:
8 Built Year of Build: By: Builder/Yard:
9 Flag: Place of Registration: Call Sign: Grt/Nrt: GT/NT: /
10 hereinafter called the Vessel, on the following terms and conditions:
11 Definitions
12 “Banking Days» are days on which banks are open both in the country of the currency stipulated for the
13 Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8
14 (Documentation) [and (add additional jurisdictions as appropriate)].
15 “Buyers’ Nominated Flag State” means .
16 «Classification Society» or «Class» means the Society referred to in line 4.
17
18 “Class» means the class notation referred to in line 7.
19
20 “Classification Society» means the Society referred to in line 6.
21 “Deposit Holder” means (state name and location of Deposit Holder) or, if left blank, the Seller’s Bank,
22 which shall hold and release the deposit in accordance with this Agreement.
23 “In writing» or «written» means a letter handed over from the Sellers to the Buyers or vice versa, a registered
24 letter, telexe-mail, telefax or other modern form of written communication.
25 “Parties” means the Sellers and the Buyers.
26 “Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price).
27 “Sellers’ Account” means (state details of bank account) at the Sellers’ Bank.
28 “Sellers’ Bank” means (state name of bank, branch and details) or, if left blank, the bank notified by the
29 Sellers to the Buyers for receipt of the balance of the Purchase Price.
30 1. Purchase Price
31 The Purchase Price is (state currency and amount both in words and figures)
32 2. Deposit
33 As security for the correct fulfilment of this Agreement the Buyers shall pay lodge a deposit of
34 per cent or, if left blank, then 10% (ten percent), of the Purchase Price in an interest bearing joint
35 account for the Parties with the Deposit Holder within banking days from 35 Banking Days after
36 the date of this Agreement has been signed by the Parties and exchanged by telefax or e-mail and the
37 Deposit Holder has confirmed to the Parties that the joint account has been opened.
38 This deposit shall be placed with and held by them in a joint account for the Sellers and the
39 Buyers, to be released in accordance with joint written instructions of the Sellers and the Buyers.
40 Parties. Interest, if any, to be credited to the Buyers. Any fee charged for holding and releasing the said
41 deposit shall be borne equally by the SellersParties. The Parties shall sign this Agreement and the
42 Buyersprovide all necessary documentation to open and maintain the joint account to the Deposit
43 Holder without delay.
44 3. Payment
45 The said Purchase Price shall be paid in full free of bank charges to on On delivery of the Vessel, but
46 not later than three (3) banking days Banking Days after the Vessel is in every respect physically
47 ready for delivery in accordance with the terms and conditions of this Agreement andday that
48 Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and
49 notices):
50 (i) the deposit shall be released to the Sellers; and
51 (ii) the balance of the Purchase Price shall be paid in full free of bank charges to the Sellers’
52 Account.
53 4. Inspections
54 (a) *The Buyers have inspected and accepted the Vessel’s classification records. The Buyers have also
55 inspected the Vessel at/in on and have accepted the Vessel following this inspection and
56 the sale is outright and definite, subject only to the terms and conditions of this Agreement.
57 (b) *The Buyers shall have the right to inspect the Vessel’s classification records and declare whether
58 same are accepted or not within . The Sellers shall provide for inspection of the Vessel at/in .
59 (state date/period).
60 The Sellers shall make the Vessel available for inspection at/in (state place or range) within
61 (state date/period).
62 The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause
63 undue delay they shall compensate the Sellers for the losses thereby incurred.
64 The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.
65 During the inspection, the Vessel’s deck and engine log books shall be made available for examination
66 by the Buyers.
67 If the Vessel is accepted after such inspection, the The sale shall become outright and definite,
68 subject only to the terms and conditions of this Agreement, provided the Sellers receive written notice of
69 acceptance of the Vessel from the Buyers within seventy-two (72) hours after completion of such
70 inspection or the date/period stated in Line 62, whichever is earlier.
71 Should the Buyers fail to undertake the inspection as scheduled in line 62 and/or notice of acceptance
72 of the Vessel’s classification records and/or of the Vessel not be received by the Sellers as aforesaid,
73 the deposit together with interest earned shall be released immediately to the Buyers, whereafter this
74 Agreement shall be null and void.
75 *4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions,
76 alternative 4(a) to apply.
77 5. Notices, Time and place of delivery and notices
78 (a) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the
79 Buyers with , , and days’ notice of the estimated time of arrival at the intended place
80 of drydocking/underwater inspection/delivery. The Vessel shall be 80 delivered and taken over safely afloat
81 at a safe and accessible berth or anchorage at/in in the Sellers’ option.
82 Expected time of delivery:
83 Notice of Readiness shall not be tendered before: (date)
84 Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14):
85 Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (b) (iii) and 14):
86 (b) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or
87 anchorage at/in in the Sellers’ option.The Sellers shall keep the Buyers well informed of the
88 Vessel’s itinerary and shall provide the Buyers with , , and days’ notice of the
89 estimated time of arrival at date when the Sellers intend to tender Notice of Readiness and of the
90 intended place of drydocking/underwater inspection/delivery.
91 When the Vessel is at the place of delivery and in every respect physically ready for delivery in
92 accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for
93 delivery.
94 (c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will
95 not be ready for delivery by the cCancelling Date they may notify the Buyers in writing stating the date
96 when they anticipate that the Vessel will be ready for delivery and propose a new cCancelling dDate.
97 Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in
98 accordance with Clause 14 (Sellers’ Default) within 7 running days three (3) Banking Days of receipt of
99 the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared
100 their option within 7 running days three (3) Banking Days of receipt of the Sellers’ notification or if the
101 Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the
102 new cCancelling dDate and shall be substituted for the Cancelling Date stipulated in line 86.
103 If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof
104 including those contained in Clauses 5 (ba) and 5(d) shall remain unaltered and in full force and effect.
105 Cancellation or failure to cancel shall be entirely without prejudice to any claim for damages the Buyers
106 may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by the original Cancelling
107 Date.
108 (d) Should the Vessel become an actual, constructive or compromised total loss before delivery the
109 deposit together with interest earned shall be released immediately to the Buyers whereafter this
110 Agreement shall be null and void.
111 6. Drydocking/Divers Inspection/Drydocking
112 (a) **
113 The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the
114 Classification Society of the Vessel’s underwater parts below the deepest load line, the extent
115 of the inspection being in accordance with the Classification Society’s rules. If the rudder,
116 propeller, bottom or other underwater parts below the deepest load line are found broken,
117 damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the
118 Sellers’ expense to the satisfaction of the Classification Society without
119 condition/recommendation*.
120 (i) b)**(i) The Vessel is to be delivered without drydocking. However, the Buyers shall
121 have the right option at their cost and expense to arrange for an underwater inspection by a
122 diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall
123 be declared latest five (5) Banking Days prior to the Vessel’s intended date of readiness. The
124 Sellers shall at their cost and expense make the Vessel available for such inspection. This
125 inspection shall be carried out without undue delay and in the presence of a Classification
126 Society surveyor appointed by the Sellers and paid for by the Buyers. The Buyer’s representative
127 shall have the right to be present at the diver’s inspection as observer only without interfering
128 with the work or decisions of the Classification Society’s surveyor. The extent of the inspection
129 and the conditions under which it is performed shall be to the satisfaction of the Classification
130 Society. If the conditions at the port of delivery are unsuitable for such inspection, the Sellers
131 shall at their cost, expense and time make the Vessel available at 131 a suitable alternative place
132 near to the delivery port, in which event the Cancelling Date provided for in Clause 5(a) shall be
133 extended by the additional time required for such shifting of the Vessel.
134 (ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found
135 broken, damaged or defective so as to affect the Vessel’s class, then unless repairs can be
136 carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the
137 Vessel to be drydocked at their expense for inspection by the Classification Society of the
138 Vessel’s underwater parts below the deepest load line, the extent of the inspection being in
139 accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other
140 underwater parts below the deepest load line are found broken, damaged or defective so as to
141 affect the Vessel’s class, such defects shall be made good by the Sellers at their cost and
142 expense to the satisfaction of the Classification Society, without condition/recommendation*. In
143 such event the Sellers shall arrange are to pay also for the Vessel to be drydocked at
144 their expense for cost of the underwater inspection by and the Classification Society’s
145 attendance.
146 Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not
147 require the aforementioned defects to be rectified before the next class drydocking survey, the
148 Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the
149 Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to
150 the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights
151 whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall
152 be the average of quotes for the repair work obtained from two reputable independent shipyards
153 at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2)
154 banking days from the imposition of the condition/recommendation, unless the Parties agree
155 otherwise. Should either of the Parties fail to timely obtain such a quote then the quote duly
156 obtained shall be the sole basis for the estimate of the direct repair costs.
157 (iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities
158 are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable
159 drydocking facilities are available, whether within or outside the delivery range as per Clause
160 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the
161 delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new
162 port of delivery. In such event the cCancelling dDate provided for in Clause 5 b shall be extended
163 by the additional time required for the drydocking and extra steaming, but limited to a maximum
164 of fourteen (14) running days.
165 (b) **The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the
166 Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the
167 inspection being in accordance with the Classification Society’s rules. If the rudder, propeller, bottom or
168 other underwater parts below the deepest load line are found broken, damaged or defective so as to
169 affect the Vessel’s class, such defects shall be made good by at the Sellers at theirSellers’ cost and
170 expense to the satisfaction of the Classification Society without condition/recommendation*. In such
171 event the Sellers are to pay also for the cost of the underwater inspection and the Classification
172 Society’s attendance.
173 (iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry
174 docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a
175 port where suitable drydocking facilities are available, whether within or outside the delivery
176 range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver the Vessel at
177 a port within the delivery range as per Clause 5 b) which shall, for the purpose of this
178 Clause, become the new port of delivery. In such event the cancelling date provided for in
179 Clause 5 b)) shall be extended by the additional time required for the drydocking and extra
180 steaming, but limited to a maximum of 14 running days.
181 (c) If the Vessel is drydocked pursuant to Clause 6(a) (ii) or 6(b) above:
182 (i) The Classification Society may require survey of the tailshaft system, the extent of the survey
183 being to the satisfaction of the Classification surveyor. If such survey is not required by the
184 Classification Society, the Buyers shall have the rightoption to require 184 the tailshaft to be drawn
185 and surveyed by the Classification Society, the extent of the survey being in accordance with the
186 Classification Society’s rules for tailshaft survey and consistent with the current stage of the
187 Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn
188 and surveyed not later than by the completion of the inspection by the Classification Society. The
189 drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the
190 tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts
191 shall be renewed or made good at the Sellers’ expense to the satisfaction of the Classification
192 Society without condition/recommendation*.
193 (ii) The expenses relating to the survey of the tailshaft system shall be borne by the Buyers
194 unless the Classification Society requires such survey to be carried out, in which case the Sellers
195 shall pay these expenses. The Sellers shall also pay the expenses if the Buyers require the
196 survey and parts of the system are condemned or found defective or broken so as to affect the
197 Vessel’s class*..
198 (iii) The expenses in connection with putting the Vessel in and taking her out of drydock,
199 including the drydock dues and the Classification Society’s fees shall be paid by the Sellers if the
200 Classification Society issues any condition/recommendation* as a result of the survey or if it
201 requires survey of the tailshaft system. In all other cases the Buyers shall pay the aforesaid
202 expenses, dues and fees.
203 (iv) The Buyers’ representative shall have the right to be present in the drydock, butas observers
204 only without interfering with the work or decisions of the Classification Society surveyor.
205 (v) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and
206 painted at their risk and expense without interfering with the Sellers’ or the Classification Society
207 surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If, however, the
208 Buyers’ work in drydock is still in progress when the Sellers have completed the work
209 which the Sellers are required to do, the additional docking time needed to complete the Buyers’
210 work shall be for the Buyers’ risk and expense. In the event that the Buyers’ work requires such
211 additional time, the Sellers may upon completion of the Sellers’ work tender Notice of Readiness
212 for delivery whilst the Vessel is still in drydock and the Buyers shall be obliged to take delivery in
213 accordance with Clause 3 (Payment), whether the Vessel is in drydock or not and irrespective of
214 Clause 5 b(a).
215 *Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification Society
216 without condition/recommendation are not to be taken into account.
217 **6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions,
218 alternative 6 (a) toshall apply.
219 7. Spares/, bunkers, etc. and other items
220 The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on
221 shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare
222 propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused,
223 whether on board or not shall become the Buyers’ property, but spares on order are to be excluded.
224 Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace
225 spare parts including spare tail — end shaft(s) and spare propeller(s)/propeller blade(s) which are taken
226 out of spare and used as replacement prior to delivery, but the replaced items shall be the property of
227 the Buyers. The radio installation and navigational equipment shall be included in the sale without extra
228 payment if they are the property of the Sellers.of the Buyers. Unused stores and provisions shall be
229 included in the sale and be taken over by the Buyers without extra payment.
230 The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the
231 Sellers’ flag or name, provided they replace same with similar unmarked items. Library, forms, etc.,
232 exclusively for use in the Sellers’ vessel(s), shall be excluded without compensation. Captain’s, Officers’
233 and Crew’s personal belongings including the slop chest are to be excluded from the sale, as well as
234 the following additional items (including :
235 Items on board which are on hire or owned by third parties are listed 235 as follows:
236 Items on board which are on hire or owned by third parties not listed above, unless delivered with the
237 Vessel, shall be compensated by the Sellers at the replacement cost at the time of delivery.
238 The Buyers shall take over the remaining bunkers and unused lubricating and hydraulic oils and
239 greases in storage tanks and sealed unopened drums and pay either:
240 (i) *the Sellers last paid net price (excluding barging expenses) as evidenced by invoices or
241 vouchers; or
242 (ii) *the current net market price (excluding barging expenses) at the port and date of delivery of the
243 Vessel.
244 *(i) and (ii) are options, delete whichever is not applicable. In the absence of deletions option (i) shall
245 apply.
246 Payment under this Clause shall be made at the same time and place and in the same currency as the
247 Purchase Price.
248 8. Documentation
249 The place of closing:
250 (a) In exchange for payment of the Purchase Price the Sellers shall furnishprovide the Buyers with
251 delivery documents, namely:
252 (i) Legal bill(s) of sale in a form recordable in (the country in which the Buyers are to register the
253 the Buyers’ Nominated Flag State, transferring title of the Vessel), warranting and stating that
254 the said Vessel is free from all mortgages, encumbrances, mortgages and maritime liens or any
255 other debts or claims whatsoever, duly notarially attested and legalized by the consul of such
256 country or other competent authority.legalised (as appropriate) or apostilled, as required by the
257 Buyers’ Nominated Flag State;
258 (ii) Evidence that all necessary corporate, shareholder and other action has been taken by the
259 Sellers to authorise the execution, delivery and performance of this Agreement;
260 (iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the
261 Sellers in the performance of this Agreement, duly notarially attested and legalised (as
262 appropriate) or apostilled;
263 (iv) Current Certificate or transcript of Ownership registry issued by the competent authorities of the
264 flag state on the date of delivery evidencing the ownership of the Vessel and that the Vessel is
265 free from registered encumbrances and mortgages.
266 (v) Confirmation of Class issued within 72 hours prior to delivery Declaration of Class or (depending
267 on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking
268 Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation;
269 d) Current Certificate issued by the competent authorities stating that the Vessel is free from
270 registered encumbrances.
271 (vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of
272 deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the
273 registry does not as a matter of practice issue such documentation immediately, a written
274 undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and furnish a
275 certificate or other official evidence of deletion to the Buyers promptly and latest within four (4)
276 weeks after the Purchase Price has been paid and the Vessel has been delivered.
277 (vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel
278 ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a
279 matter of practice issue such certificate immediately, a written undertaking 279 from the Sellers to
280 furnish the copy of this certificate promptly together with evidence of submission by the Sellers of
281 a duly executed Form 2 stating the date on which the Vessel ceased to be registered with the
282 Vessel’s registry.
283 (viii) Commercial invoice for the Vessel.
284 (ix) Commercial invoice(s) for bunkers, lubricating and hydraulic oils and greases.
285 (x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s
286 communications contract.
287 (xi) Any such additional documents as may reasonably be required by the competent authorities for
288 the of the Buyer’s Nominated Flag State for the purpose of registering the Vessel, provided the
289 Buyers notify the Sellers of any such documents as soon as possible after the date of this
290 Agreement.
291 (b) At the time of delivery the Buyers shall provide the Sellers with:
292 (i) Evidence that all necessary corporate, shareholder and other action has been taken by the
293 Buyers to authorise the execution, delivery and performance of this Agreement;
294 (ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the
295 Buyers in the performance of this Agreement, duly notarially attested and legalised (as
296 appropriate) or apostilled;
297 (c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they
298 shall be accompanied by an English translation by an authorised translator or certified by a lawyer
299 qualified to practice in the country of the translated language.
300 (d) At a reasonable time before delivery the Parties shall to the extent possible exchange copies, drafts
301 or samples of the documents listed in Sub-clause (a) (save for sub-clause (iv), (v) and (vi)) and Sub
302 clause (b) above for review and comment by the other party.
303 (e) Concurrent with the exchange of documents in Sub-clauses (a) and (b) above, the Sellers shall also
304 hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals,
305 (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board
306 the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in
307 which case the Buyers to have the right to take copies.
308 (f) Other technical documentation which may be in the Sellers’ possession shall promptly after delivery
309 be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log
310 books but the Buyers to have the right to take copies of same.
311 (b)(g) At the time of delivery the Buyers and the Sellers The Parties shall sign and deliver to each other
312 a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the
313 Sellers to the Buyers.
314 At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all
315 plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also
316 be handed over to the Buyers unless the Sellers are required to retain same, in which case the
317 Buyers to have the right to take copies. Other technical documentation which may
318 be in the Sellers’ possession shall be promptly forwarded to the Buyers at their expense, if they so
319 request. The Sellers may keep the Vessel’s log books but the Buyers to have the right to take
320 copies of same.
321 9. Encumbrances
322 The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances,
323 mortgages and maritime liens or any other debts whatsoever. , and shall not be subject to Port State or
324 other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against all
325 consequences of claims made against the Vessel which have 325 been incurred prior to the time of
326 delivery.
327 10. Taxes, etc.fees and expenses
328 Any taxes, fees and expenses in connection with the purchase and registration underin the Buyers’
329 flagNominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with
330 the closing of the Sellers’ register shall be for the Sellers’ account.
331 11. Condition on delivery
332 The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is
333 delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be
334 delivered and taken over as she was at the time of inspection, fair wear and tear excepted.
335 However, the Vessel shall be delivered free of cargo and stowaways with her class maintained without
336 condition/recommendation*, free of average damage affecting the Vessel’s class, and with her
337 classification certificates and national certificates, as well as all other certificates the Vessel had at the
338 time of inspection, valid and unextended without condition/recommendation* by Class the Classification
339 Society or the relevant authorities at the time of delivery.
340 «Inspection» in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b)
341 (Inspections), if applicable, or the Buyers’ inspection prior to the signing of this Agreement. If the
342 Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.
343 *Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society
344 without condition/recommendation are not to be taken into account.
345 12. Name/markings
346 Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.
347 13. Buyers’ default
348 Should the deposit not be paid in accordance with Clause 2 (Deposit), the Sellers have the right to
349 cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all
350 expenses incurred together with interest.
351 Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the
352 right to cancel the this Agreement, in which case the deposit together with interest earned shall be
353 released to the Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim
354 further compensation for their losses and for all expenses incurred together with interest.
355 14. Sellers’ default
356 Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a(b) or fail to be ready
357 to validly complete a legal transfer by the date stipulated in line 61 Cancelling Date the Buyers
358 shall have the option of cancelling this Agreement provided always that the Sellers shall be
359 granted a maximum of 3 banking days after Notice of Readiness has been given to make
360 arrangements for the documentation set out in Clause 8. If . If after Notice of Readiness has been
361 given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery
362 and is not made physically ready again in every respect by the date stipulated in line 61the
363 Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In
364 the event that the Buyers elect to cancel this Agreement the deposit together with interest earned shall
365 be released to them immediately.
366 Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61Cancelling Date or
367 fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to
368 the Buyers for their loss and for all expenses together with interest if their failure is due to
369 proven negligence and whether or not the Buyers cancel this Agreement.
370 15. Buyers’ representatives
371 After this Agreement has been signed by boththe Parties and the deposit has been lodged, the Buyers
372 have the right to place two representatives on board the Vessel at their sole risk and expense upon
373 arrival at on or about.
374 These representatives are on board for the purpose of familiarisation and 374 in the capacity of observers
375 only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers’Buyers and
376 the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their
377 embarkation.
378 16. Arbitration
379 a) *This Agreement shall be governed by and construed in accordance with English law and any
380 dispute arising out of this Agreement shall be referred to arbitration in London in accordance with
381 the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for
382 the time being in force, one arbitrator being appointed by each party. On the receipt by one
383 party of the nomination in writing of the other party’s arbitrator, that party shall appoint their
384 arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall
385 apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose
386 decision shall be final.
387 b) *This Agreement shall be governed by and construed in accordance with Title 9 of the
388 United States Code and the Law of the State of New York and should any dispute arise out of this
389 Agreement, the matter in dispute shall be referred to three persons at New York, one to be
390 appointed by each of the parties hereto, and the third by the two so chosen; their decision
391 or that of any two of them shall be final, and for purpose of enforcing any award, this Agreement
392 may be made a rule of the Court.
393 The proceedings shall be conducted in accordance with the rules of the Society of Maritime
394 Arbitrators, Inc. New York.
395
396 c) *Any dispute arising out of this Agreement shall be referred to arbitration at , subject to the
397 procedures applicable there. The laws of shall govern this Agreement.
398 (a) *This Agreement shall be governed by and construed in accordance with English law and any
399 dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in
400 accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to
401 the extent necessary to give effect to the provisions of this Clause.
402 The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association
403 (LMAA) Terms current at the time when the arbitration proceedings are commenced.
404 The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint
405 its arbitrator and send notice of such appointment in writing to the other party requiring the other party
406 to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its
407 arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has
408 done so within the 14 days specified. If the other party does not appoint its own arbitrator and give
409 notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may,
410 without the requirement of any further prior notice to the other party, appoint its arbitrator as sole
411 arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on
412 both parties as if he had been appointed by agreement.
413 In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration
414 shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the
415 arbitration proceedings are commenced.
416 (b) *This Agreement shall be governed by and construed in accordance with the laws of and any
417 dispute arising out of or in connection with this Agreement shall be referred to arbitration at ,
418 subject to the procedures applicable there.
419 *16(a) and 16(b) are alternatives; delete whichever is not applicable. In the absence of deletions,
420 alternative 16(a) to apply.
421 17. Notices
422 All notices to be provided under this Agreement shall be in writing.
Norwegian Shipbrokers’ Association
Источник: info@lmaa.org.uk