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MEMORANDUM OF AGREEMENT Norwegian Shipbrokers’ Association’s (hereinafter referred to ‘Agreement’) Memorandum of Agreement for sale and purchase of ships... [收起]
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第0页
MEMORANDUM OF AGREEMENT Norwegian Shipbrokers’ Association’s
(hereinafter referred to ‘Agreement’) Memorandum of Agreement for sale and
purchase of ships. Adopted by BIMCO in 1956.
Explanatory Notes for SALEFORM 2012 are available from BIMCO at www.bimco.org
Code-name

SALEFORM 2012

Revised 1966, 1983 and 1986/87, 1993 and 2012

Dated: 18 February 2016 1

China Sunrise (Group) Co., Limited, a company organised and existing under the laws of China and 2
having its registered office at 23rd floor, South Tower, Poly International Plaza, Guangzhou, 510308, 3
China and with web address www.essgo.com.cn (Name of sellers), hereinafter called the “Sellers”, have 4
agreed to sell, and
5
Abu Dhabi Petroleum Ports Operating Company (Irshad), a company organised under the laws of the 6
United Arab Emirates and having its registered office at P.O. Box 61, Abu Dhabi and with a business
address at Sheik Khalifa Energy Complex, 1st Street, Abu Dhabi, United Arab Emirates (www.irshad.ae)
(Name of buyers), hereinafter called the “Buyers”, have agreed to buy:

Name of vessel: HXLB3001, more specifically described in Annex I (Brief Specification and General
Arrangement) attached hereto and presently under construction for Sellers by builder Qingdao Haixi,
Heavy-Duty Machinery Co. Ltd (HHMC) (‘Builder’) at the Builder’s Shipyard no 1597, Jiulongshan Road,
Huangdao, Qingdao, Shangdong, China (‘Shipyard’) pursuant to a) a shipbuilding contract between the
Builder and the Sellers for the construction of the Vessel and b) the plans, specifications and other
documents relating to the construction of the Vessel under the shipbuilding contract (together the
‘Shipbuilding Contract’ and annexed hereto as Annex II with commercial pricing removed).

IMO Number: 9770206
Classification Society: ABS
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Class Notation: +A1, Self-Elevating, AMS-NP, DPS-1, CRC, CPS 7

Printed by BIMCO’s idea Year of Build: See Clause 5a Builder/Yard: ______ 8

Flag: Panama Place of Registration: Panama GT/NT: 7020/2106 9
hereinafter called the “Vessel”, on the following terms and conditions: 10

Definitions 11
“Banking Days" are days on which banks are open both in the country of the currency stipulated for 12
13
the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 14

(Documentation) and United Arab Emirates / China (add additional jurisdictions as appropriate).

Copyright: Norwegian Shipbrokers’ Association, Oslo. “Buyers’ Nominated Flag State” means United Arab Emirates (state flag state). 15
Published by Norwegian Shipbrokers' Association, Oslo and BIMCO, Copenhagen “Class" means the class notation referred to above. 16

“Classification Society" means the Society referred to above. 17

‘Shipbuilding Contract’ means agreement dated 2 July 2014 as agreed and signed between the 18
Builder and the Sellers in respect of the design, construction, testing and delivery of the Vessel to the
Sellers.

‘Shipbuilding Contract Delivery’ means delivery of the Vessel by the Builder to, and acceptance of the
Vessel by, the Sellers under and in accordance with the provisions of the Shipbuilding Contract.

‘Shipbuilding Contract Delivery Date’ shall be construed accordingly.

‘Delivery Documents’ means the documents listed in Clause 8.

"Deposit" shall have the meaning given in Clause 2 (Deposit) 19

“Deposit Holder” means ______ (state name and location of Deposit Holder) or, if left blank, the 20
Sellers’ Bank, which shall hold and release the Deposit in accordance with this Agreement. 21
“In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a 22
registered letter, e-mail or telefax.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association

assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
第1页
‘Delivery’ means delivery of the Vessel by the Sellers to, and acceptance of the Vessel by, the Buyers
under and in accordance with the provisions of this Agreement, and ‘Delivery Date’ shall be
construed accordingly.

‘Encumbrance’ means (i) any claim, demand or debt whatsoever; (ii) any arrest, detention, injunction
or other form of seizure or restraint whatsoever; (iii) any charge, mortgage, encumbrance or other
security interest of any nature whatsoever; (iv) any maritime lien, possessory lien or other lien
whatsoever; (v) any title retention arrangement of any nature whatsoever; and / or (vi) any contract
(other than this Agreement), charter, option or other third party rights of any nature whatsoever.

“Parties” means the Sellers and the Buyers. 23
24
“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price). 25
26
“Sellers’ Account” means SELLERS TO CONFIRM (state details of bank account) at the Sellers’ Bank.
27
“Sellers’ Bank” means SELLERS TO CONFIRM (state name of bank, branch and details) or, if left blank, the
bank
notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price.
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The Purchase Price is US $ 47, 000, 000 (Forty-Seven Million United Stated Dollars) (state currency 29

and amount both in words and figures).

2. Deposit 30

As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of 31

______% (______per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the 32

“Deposit”) in an interest bearing account for the Parties with the Deposit Holder within three (3) 33

Banking Days after the date that: 34

(i) this Agreement has been signed by the Parties and exchanged in original or by 35
e-mail or telefax; and 36

(ii) the Deposit Holder has confirmed in writing to the Parties that the account has been 37
opened. 38

The Deposit shall be released in accordance with joint written instructions of the Parties. 39
Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the 40
Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder 41
all necessary documentation to open and maintain the account without delay. 42

3. Payment 43
On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of 44
Readiness has been given in accordance with Clause 5 (Time and place of delivery and 45
notices): 46

(i) the Deposit shall be released to the Sellers; and 47

(ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers 48
to the Sellers under this Agreement shall be paid in full free of bank charges to the 49
Sellers’ Account. 50

The Buyers shall issue its MT199 instructions and a MT103 for payment of the Purchase Price

within three (3) Banking Days from the date of this Agreement. The Purchase Price shall be
released to the Sellers’ nominated bank account free of bank charges on Delivery of the
Vessel, but not later than three (3) Banking Days after the Notice of Readiness has been given
in accordance with Clause 5, and against presentation of Protocol of Delivery and Acceptance

duly signed by authorised representatives from both the Sellers and Buyers.

4. Inspection 51
(a)* The Buyers have inspected and accepted the Vessel's classification records. The Buyers 52
have also inspected the Vessel at/in ______ (state place) on ______ (state date) and have 53
accepted the Vessel following this inspection and the sale is outright and definite, subject only 54
to the terms and conditions of this Agreement. 55

(b)* The Buyers shall have the right to inspect the Vessel's classification records and declare 56
whether same are accepted or not within 4 March 2016 (state date/period). 57

The Sellers shall make the Vessel available for inspection at/in HHMC Shipyard, Jiaozhou Bay, 58
Qingdao, China (state place/range) within

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association

assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

2
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25 February 2016 – 4 March 2016 (state date/period). 59

The Buyers shall undertake the inspection without undue delay to the Vessel. Should the 60
Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred. 61

The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. 62

During the inspection, the Vessel's deck and engine log books shall be made available for 63
examination by the Buyers. 64

The sale shall become outright and definite, subject only to the terms and conditions of this 65
Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from 66
the Buyers within seventy-two (72) hours after completion of such inspection or after the 67
date/last day of the period stated in Line 59, whichever is earlier. 68

Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of 69
the Vessel's classification records and/or of the Vessel not be received by the Sellers as 70
aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the 71
Buyers, whereafter this Agreement shall be null and void. 72
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*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, 73
alternative 4(a) shall apply. 74

5. Time and place of dDelivery and notices 75

(a) Subject to clause 19, The Vessel shall be delivered by Sellers to Buyers and taken over safely 76

afloat at a safe and accessible berth or

anchorage at/in HHMC Shipyard, Jiaozhou Bay, Qingdao, China (state place/range) in the Sellers' 77

option following Shipbuilding Contract Delivery.

78

Notice of Readiness shall not be tendered before: 14 March 2016(date)

79

Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a) (iii) and 14): 30 March 2016

80

(b) The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall 81
provide the Buyers with twenty (20), ten (10), five (5) and three (3) days’ notice of the date the

Sellers intend to tender Notice of Readiness and of the intended place of dDelivery. 82

When the Vessel is at the place of dDelivery and physically ready for dDelivery in accordance with 83
this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for dDelivery. 84

(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the 85
Vessel will not be ready for dDelivery by the Cancelling Date they may notify the Buyers in writing 86
stating the date when they anticipate that the Vessel will be ready for dDelivery and proposing a 87
new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of 88
either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) 89
Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. 90
If the Buyers have not declared their option within three (3) Banking Days of receipt of the 91
Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' 92
notification shall be deemed to be the new Cancelling Date and shall be substituted for the 93
Cancelling Date stipulated in line 79. 94

If this Agreement is maintained with the new Cancelling Date all other terms and conditions 95
hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full 96
force and effect. 97

(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely 98
without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ 99
100
Default) for the Vessel not being ready by the original Cancelling Date.

(e) Should the Vessel become an actual, constructive or compromised total loss before dDelivery 101
the Deposit together with interest earned, if any, shall be released immediately to the Buyers 102
whereafter this Agreement shall be null and void. 103

6. Divers Inspection / Drydocking 104
(a)* 105
(i) The Buyers shall have the option at their cost and expense to arrange for an underwater 106
inspection by a diver approved by the Classification Society prior to the dDelivery of the 107
Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended 108
date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this 109
Agreement. The Sellers shall at their cost and expense make the Vessel available for 110
such inspection. This inspection shall be carried out without undue delay and in the 111

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association

assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

3
第3页
presence of a Classification Society surveyor arranged for by the Sellers and paid for by 112
the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s 113
inspection as observer(s) only without interfering with the work or decisions of the 114
Classification Society surveyor. The extent of the inspection and the conditions under 115
which it is performed shall be to the satisfaction of the Classification Society. If the 116
conditions at the place of dDelivery are unsuitable for such inspection, the Sellers shall at 117
their cost and expense make the Vessel available at a suitable alternative place near to 118
the dDelivery port, in which event the Cancelling Date shall be extended by the additional 119
time required for such positioning and the subsequent re-positioning. The Sellers may 120
not tender Notice of Readiness prior to completion of the underwater inspection. 121

(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are 122
found broken, damaged or defective so as to affect the Vessel's class, then (1) unless 123
repairs can be carried out afloat to the satisfaction of the Classification Society, the 124
Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by 125
the Classification Society of the Vessel's underwater parts below the deepest load line, 126
the extent of the inspection being in accordance with the Classification Society's rules (2) 127
such defects shall be made good by the Sellers at their cost and expense to the 128
satisfaction of the Classification Society without condition/recommendation** and (3) the 129
Sellers shall pay for the underwater inspection and the Classification Society's 130
attendance. 131

Notwithstanding anything to the contrary in this Agreement, if the Classification Society 132
do not require the aforementioned defects to be rectified before the next class 133
drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects 134
against a deduction from the Purchase Price of the estimated direct cost (of labour and 135
materials) of carrying out the repairs to the satisfaction of the Classification Society, 136
whereafter the Buyers shall have no further rights whatsoever in respect of the defects 137
and/or repairs. The estimated direct cost of the repairs shall be the average of quotes 138
for the repair work obtained from two reputable independent shipyards at or in the 139
vicinity of the port of dDelivery, one to be obtained by each of the Parties within two (2) 140
Banking Days from the date of the imposition of the condition/recommendation, unless 141
the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within 142
the stipulated time then the quote duly obtained by the other Party shall be the sole basis 143
for the estimate of the direct repair costs. The Sellers may not tender Notice of 144
Readiness prior to such estimate having been established. 145
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(iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking 146
facilities are available at the port of dDelivery, the Sellers shall take the Vessel to a port 147
where suitable drydocking facilities are available, whether within or outside the dDelivery 148
range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the 149
Vessel at a port within the dDelivery range as per Clause 5(a) which shall, for the purpose 150
of this Clause, become the new port of dDelivery. In such event the Cancelling Date shall 151
be extended by the additional time required for the drydocking and extra steaming, but 152
limited to a maximum of fourteen (14) days. 153

(b)* The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the 154
Classification Society of the Vessel's underwater parts below the deepest load line, the extent 155
of the inspection being in accordance with the Classification Society's rules. If the rudder, 156
propeller, bottom or other underwater parts below the deepest load line are found broken, 157
damaged or defective so as to affect the Vessel's class, such defects shall be made good at the 158
Sellers' cost and expense to the satisfaction of the Classification Society without 159
condition/recommendation**. In such event the Sellers are also to pay for the costs and 160
expenses in connection with putting the Vessel in and taking her out of drydock, including the 161
drydock dues and the Classification Society's fees. The Sellers shall also pay for these costs 162
and expenses if parts of the tailshaft system are condemned or found defective or broken so as 163
to affect the Vessel's class. In all other cases, the Buyers shall pay the aforesaid costs and 164
expenses, dues and fees. 165

(c) If the Vessel is drydocked pursuant to Clause 6 (a)(ii) or 6 (b) above: 166

(i) The Classification Society may require survey of the tailshaft system, the extent of the 167
survey being to the satisfaction of the Classification surveyor. If such survey is 168
not required by the Classification Society, the Buyers shall have the option to require the 169
tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey 170
being in accordance with the Classification Society's rules for tailshaft survey and 171
consistent with the current stage of the Vessel's survey cycle. The Buyers shall declare 172
whether they require the tailshaft to be drawn and surveyed not later than by the 173
completion of the inspection by the Classification Society. The drawing and refitting of 174

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association

assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

4
第4页
the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be 175
condemned or found defective so as to affect the Vessel's class, those parts shall be 176
renewed or made good at the Sellers' cost and expense to the satisfaction of 177
Classification Society without condition/recommendation**. 178

(ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by 179
the Buyers unless the Classification Society requires such survey to be carried out or if 180
parts of the system are condemned or found defective or broken so as to affect the 181
Vessel's class, in which case the Sellers shall pay these costs and expenses. 182

(iii) The Buyers' representative(s) shall have the right to be present in the drydock, as 183
observer(s) only without interfering with the work or decisions of the Classification 184
Society surveyor. 185

(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned 186
and painted at their risk, cost and expense without interfering with the Sellers' or the 187
Classification Society surveyor's work, if any, and without affecting the Vessel's timely 188
delivery. If, however, the Buyers' work in drydock is still in progress when the 189
Sellers have completed the work which the Sellers are required to do, the additional 190
docking time needed to complete the Buyers' work shall be for the Buyers' risk, cost and 191
expense. In the event that the Buyers' work requires such additional time, the Sellers 192
may upon completion of the Sellers' work tender Notice of Readiness for delivery whilst 193
the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be 194
obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in 195
drydock or not. 196

*6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, 197
alternative 6 (a) shall apply. 198
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**Notes or memoranda, if any, in the surveyor's report which are accepted by the Classification 199
Society without condition/recommendation are not to be taken into account. 200

7. Spares, bunkers and other items 201

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board 202

and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or 203

spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection 204

used or unused, whether on board or not shall become the Buyers' property, but spares on 205

order are excluded. Forwarding charges, if any, shall be for the Buyers' account. Radio installation 206

and navigation equipment shall be included in the sale. The Sellers

are not required to replace spare parts including spare tail-end shaft(s) and spare 207

propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to 208

dDelivery, but the replaced items shall be the property of the Buyers. Unused stores and 209

provisions shall be included in the sale and be taken over by the Buyers without extra payment. 210

Library and forms exclusively for use in the Sellers' vessel(s) and captain's, officers’ and crew's 211
personal belongings including the slop chest are excluded from the sale without compensation, 212
as well as the following additional items: (include list) 213

Items on board which are on hire or owned by third parties, listed as follows, are excluded from 214
the sale without compensation: (include list) 215

Items on board at the time of inspection which are on hire or owned by third parties, not listed 216
above, shall be replaced or procured by the Sellers prior to dDelivery at their cost and expense. 217

The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and 218
greases in storage tanks and unopened drums and pay either: 219

(a) *t The actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or 220

(b) *the current net market price (excluding barging expenses) at the port and date of delivery 221
of the Vessel or, if unavailable, at the nearest bunkering port, 222

for the quantities taken over. 223

Payment under this Clause shall be made at the same time and place and in the same 224
currency as the Purchase Price. 225

"inspection" in this Clause 7, shall mean the Buyers' inspection according to Clause 4(a) or 4(b) 226
(Inspection), if applicable. If the Vessel is taken over without inspection, the date of this 227
Agreement shall be the relevant date. 228

*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions 229

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association

assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

5
第5页
alternative (a) shall apply. 230

8. Documentation 231
The place of documentary closing: offices of Buyers in Abu Dhabi, United Arab Emirates 232

(a) In exchange for payment of the Purchase Price the Sellers shall provide the Buyers with the 233
following dDelivery documents: 234

(i) Three Original, Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, 235

transferring ownership and title of the Vessel and stating that the Vessel is free from all 236

mortgages,

encumbrances and maritime liens or any other debts whatsoever, duly notarially attested 237

and legalised or apostilled by UAE Embassy, as required by the Buyers’ Nominated Flag 238

State; Cost of legalisation or apostille shall be for Buyers account and shall be paid at

Delivery with the Purchase Price.

(ii) Original Resolutions of Sellers’ Board of Directors to enter into and perform this 239
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Agreement for the Sale of the Vessel to Buyers and authorising one or more attorneys-in-fact

to act on behalf of the Sellers in respect of all acts and matters related to the transactions

contemplated by this Agreement. Said Resolutions to be duly notorially attested and legalised

at UAE Embassy. Cost of legalisation or apostille shall be for Buyers account and shall be paid

at Delivery with the Purchase Price. Evidence that all necessary corporate, shareholder and other

action has been taken by

the Sellers to authorise the execution, delivery and performance of this Agreement; 240

(iii) Original Power of Attorney of the Sellers authorising named attorneys (pursuant to 241

Clause 8ii herein) appointing one or more representatives to act on behalf

of the Sellers in the performance of this Agreement, duly notarially attested and legalised 242

or apostilled (as appropriate) by UAE Embassy. Cost of legalisation or apostille shall be 243

for Buyers account and shall be paid at Delivery with the Purchase Price;

(iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state 244

on the date of dDelivery evidencing the Sellers’ ownership of the Vessel and that the 245

Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by 246

such authority to the closing meeting with the original to be sent to the Buyers as soon as 247

possible after dDelivery of the Vessel; dated no earlier than 3 (three) Banking Days prior 248

to the Delivery Date.

(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance 249
Certificate issued within three (3) Banking Days prior to dDelivery confirming that the 250
Vessel is in Class free of condition/recommendation affecting her class; 251

(vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of 252
deletion appropriate to the Vessel's registry at the time of dDelivery, or, in the event that 253
the registry does not as a matter of practice issue such documentation immediately, a 254
written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith 255
and provide a certificate or other official evidence of deletion to the Buyers promptly and 256
latest within four (4) weeks after the Purchase Price has been paid and the Vessel has 257
been delivered; 258

(vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on which the 259
Vessel ceased to be registered with the Vessel's registry, or, in the event that the registry 260
does not as a matter of practice issue such certificate immediately, a written undertaking 261
from the Sellers to provide the copy of this certificate promptly upon it being issued 262
together with evidence of submission by the Sellers of a duly executed Form 2 stating 263
the date on which the Vessel shall cease to be registered with the Vessel's registry; 264

(viii) Three (3) Original Commercial Invoice for the Vessel duly signed, stamped and marked 265
‘Fully Paid’;

(ix) Three (3) Original Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and 266
greases; duly signed, stamped and marked ‘Fully Paid’;

(x) A copy of the Sellers’ letter to their satellite communication provider cancelling the 267
Vessel’s communications contract which is to be sent immediately after dDelivery of the 268
Vessel; 269

(xi) Any additional documents as may reasonably be required by the competent authorities of 270
the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the 271
Buyers notify the Sellers of any such documents as soon as possible after the date of 272

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association

assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

6
第6页
this Agreement; and 273

(xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not 274
black listed by any nation or international organisation and has not traded to Israel. 275

(xiii) Certificate of Incumbency, or equivalent, of the Sellers dated not more than fourteen
(14) days prior to the Delivery date, issued by the competent authorities of Sellers’ place of

incorporation certifying Sellers are in good standing, stating the names of the Directors and

Officers of the Sellers.

(b) At the time of dDelivery the Buyers shall provide the Sellers with: 276

(i) Evidence that all necessary corporate, shareholder and other action has been taken by 277
the Buyers to authorise the execution, dDelivery and performance of this Agreement; and 278

(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf 279
of the Buyers in the performance of this Agreement, duly notarially attested and legalised 280
or apostilled (as appropriate). 281

(c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English 282
language they shall be accompanied by an English translation by an authorised translator or 283
certified by a lawyer qualified to practice in the country of the translated language. 284

(d) The Parties shall to the extent possible exchange copies, drafts or samples of the 285
documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the 286
other party not later than ______ (state number of days), or if left blank, nine (9) days prior to the 287
Vessel’s intended date of readiness for dDelivery as notified by the Sellers pursuant to 288
Clause 5(b) of this Agreement. 289
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d-1 Sellers shall provide Buyers a copy in advance of the transcript of registry. In the event

that the Vessel is mortgaged a letter from the mortgagee shall be provided from Buyer to Seller
in advance confirming mortgagee’s approval and no objection to the sale and shall be dated no

more than 14 days prior to Delivery.

d-2 Sellers shall provide Buyers with a copy in advance of a statement by Panamanian Registry
that it has no objection to the sale dated not more than 14 days prior to Delivery. An original
shall be provided at the documentary closing.

In the absence of comments from the other party on the document copies within 7 days Sellers
shall be entitled to execute final documentation.

(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, 290
the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, 291
drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other 292
certificates which are on board the Vessel shall also be handed over to the Buyers unless 293
the Sellers are required to retain same, in which case the Buyers have the right to take copies. 294
Such documents shall include the following or equivalent):-
- Certificate of Registry
- International Tonnage Certificate
- International Loadline
- Cargo Ship Safety Equipment Certificate
- Cargo Ship Safety Construction Certificate
- I.O.P.P. Certificate

(f) Other technical documentation which may be in the Sellers' possession shall promptly after 295
delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep 296
the Vessel's log books but the Buyers have the right to take copies of same. 297

(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance 298
confirming the date and time of dDelivery of the Vessel from the Sellers to the Buyers. 299

(h) A hand-over meeting shall be held at the Delivery Place simultaneous with the
documentary closing meeting and signature of Protocol of Delivery.

9. Encumbrances 300

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, 301

encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject 302

to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the 303

Buyers against all consequences of claims made against the Vessel which have been incurred 304

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association

assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

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prior to the time of dDelivery. 305

10. Taxes, fees and expenses 306

Any taxes, fees and expenses in connection with the purchase and registration in the Buyers' 307

Nominated Flag State shall be for the Buyers' account, whereas similar charges in connection 308

with the closing of the Sellers' register or purchase of the Vessel under the Shipbuilding Contract 309

and its sale under this Agreement shall be for the Sellers' account.

11. Condition on dDelivery 310

Notwithstanding any express or implied term or condition to the contrary, Tthe Vessel with 311

everything belonging to her or relating to it shall be at the Sellers' risk and expense until she is

delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be 312

delivered and taken over as she was at the time of inspection, fair wear and tear excepted. 313

However, the Vessel shall be delivered free of cargo and free of stowaways with her Class 314
maintained without condition/recommendation*, free of average damage affecting the Vessel's 315
class, and with her classification certificates and national certificates, as well as all other 316
certificates the Vessel had at the time of inspection, valid and unextended without 317
condition/recommendation* by the Classification Society or the relevant authorities at the time 318
of delivery. 319

"inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4(a) or 320
4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this 321
Agreement shall be the relevant date. 322

*Notes and memoranda, if any, in the surveyor's report which are accepted by the Classification 323
Society without condition/recommendation are not to be taken into account. 324

12. Name/markings and Flag 325
Upon dDelivery the Buyers undertake to change the name of the Vessel and alter funnel 326
markings. 327
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(a) The Vessel is presently being constructed by the Builder for the Sellers under the

Shipbuilding Contract for registration and certification under the Panama flag. By written

notice to the Sellers given not less than 60 (sixty) days before the intended date of Delivery of

the Vessel under this Agreement (as such date may be updated from time to time by the
Sellers’ notices to the Buyers):-

(i) the Buyers may request the Sellers to change the flag selection so that the Vessel is
constructed for registration and certification under the United Arab Emirates flag; and

(ii) the Buyers shall notify the Sellers of the new name and marking requirements (funnel etc)
to be applied to the Vessel before Shipbuilding Contract Delivery and Delivery under this
Agreement.

b) The Sellers shall use reasonable commercial efforts to persuade the Builder to accept the
Buyers’ requests under (i) and (ii) above and to comply with them before Shipbuilding Contract
Delivery and Delivery under this Agreement.

c) If the Sellers or the Builder accepts and complies with the Buyers’ change of flag request
under (i) above, the Buyers agree to pay to the Sellers – at the same time and place and in the
same currency as the Purchase Price – any additional costs reasonably charged by the Builder
to the Sellers and properly evidenced by the Sellers to the Buyers in connection with the
Sellers or Builder’s compliance with such request. On the other hand, if Sellers or Builder do
not consent to the Buyers’ change of flag request under (i) above, then the Vessel will be
constructed and delivered for registration under the Panama flag.

13. Buyers' default 328 -
Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the 329
right to cancel this Agreement, and they shall be entitled to claim compensation for their losses 330
and for all expenses incurred together with interest. 331

Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers 332
have the right to cancel this Agreement, in which case the Deposit together with interest 333
earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the 334
Sellers shall be entitled to claim further compensation for their losses and for all expenses 335

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association

assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

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incurred together with interest. 336

14. Sellers' default 337
Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be 338
ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the 339
option of cancelling this Agreement. If after Notice of Readiness has been given but before 340
the Buyers have taken dDelivery, the Vessel ceases to be physically ready for dDelivery and is not 341
made physically ready again by the Cancelling Date and new Notice of Readiness given, the 342
Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this 343
Agreement, the Deposit together with interest earned, if any, shall be released to them 344
immediately. 345

Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to 346
validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers 347
for their loss and for all expenses together with interest if their failure is due to proven 348
negligence and whether or not the Buyers cancel this Agreement. 349

W15. Buyers' representatives 350
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After this Agreement has been signed by the Parties and the Purchase Price Deposit has been 351

lodged as per Clause 3, the

Buyers have the right to place three two (2) representatives on board the Vessel at their sole risk and 352

expense. 353

These representatives are on board for the purpose of familiarisation and in the capacity of 354

observers only, and they shall not interfere in any respect with the operation of the Vessel. The 355

Buyers and the Buyers’ representatives shall sign the Sellers' P&I Club’s standard letter of 356

indemnity prior to their embarkation. The representatives will be entitled to attend any trials ot 357

tests under the Shipbuilding Contract and receive copies of results.

16. Governing Law and Arbitration 358
(a) *This Agreement shall be governed by and construed in accordance with English law and 359
any dispute arising out of or in connection with this Agreement shall be referred to arbitration in 360
London in accordance with the Arbitration Act 1996 or any statutory modification or re- 361
enactment thereof save to the extent necessary to give effect to the provisions of this Clause. 362

The arbitration shall be conducted in accordance with the London Maritime Arbitrators 363
Association (LMAA) Terms current at the time when the arbitration proceedings are 364
commenced. 365

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall 366
appoint its arbitrator and send notice of such appointment in writing to the other party requiring 367
the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and 368
stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own 369
arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the 370
other party does not appoint its own arbitrator and give notice that it has done so within the 371
fourteen (14) days specified, the party referring a dispute to arbitration may, without the 372
requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator 373
and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on 374
both Parties as if the sole arbitrator had been appointed by agreement. 375

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the 376
arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at 377
the time when the arbitration proceedings are commenced. 378

(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the 379
United States Code and the substantive law (not including the choice of law rules) of the State 380
of New York and any dispute arising out of or in connection with this Agreement shall be 381
referred to three (3) persons at New York, one to be appointed by each of the parties hereto, 382
and the third by the two so chosen; their decision or that of any two of them shall be final, and 383
for the purposes of enforcing any award, judgment may be entered on an award by any court of 384
competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the 385
Society of Maritime Arbitrators, Inc. 386

In cases where neither the claim nor any counterclaim exceeds the sum of US$ 100,000 the 387
arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the 388
Society of Maritime Arbitrators, Inc. 389

(c) This Agreement shall be governed by and construed in accordance with the laws of ______ 390

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association

assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

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(state place) and any dispute arising out of or in connection with this Agreement shall be 391
referred to arbitration at ______ (state place), subject to the procedures applicable there. 392

*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of 393
deletions, alternative 16(a) shall apply.

17. Mutual Representations and Warranties

17.1 Each of the parties hereto (in each case, the Warrantor) makes the following
representations and warranties to each of the other parties hereto, all of which shall survive
the execution of this Agreement and the Delivery and each of which shall be deemed repeated
by reference to the facts and circumstances then prevailing when Sellers tender the Vessel for
Delivery:

(a) The Warrantor is duly formed, validly existing and in good standing under the laws of the
jurisdiction of its formation.
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(b) The Warrantor has full power to enter into and perform this Agreement and the
transactions contemplated hereby and all necessary corporate, shareholder and other action
has been taken to authorize the entry into and performance of this Agreement and such
transactions. This Agreement constitutes legal, valid and binding obligations of the Warrantor.

(c) The entry into and performance of this Agreement and the transactions contemplated
hereby do not and will not (i) conflict with any law, regulation or order binding upon the
Warrantor, (ii) contravene the constitutional documents of the Warrantor, or (iii) give rise to
any breach or default under any agreement or document by which the Warrantor is bound.

(d) All approvals, authorizations and consents required for the Warrantor to make any
disclosures made by it before or after the date hereof or to enter into and perform this
Agreement and the transactions contemplated hereby have been obtained and are in full force
and effect.

18. Sellers Representations, Warranties and Undertakings 394

18.1 The Sellers make the following representations, warranties and undertakings to the
Buyers, all of which shall survive the execution of this Agreement and the Delivery and each of
which shall be deemed repeated by reference to the facts and circumstances then prevailing
when Sellers tender the Vessel for the Delivery.

(a) Before the date hereof the Sellers have provided to the Buyers true and complete copies of
Vessel's (i) Specifications, (ii) all amendments, supplements and other documents relating to
the Specifications or otherwise regulating the obligations of the Builder to complete the
construction of the Vessel, and (iii) all documents under or in connection with which the
Sellers have or may acquire guarantee and warranty rights against the Builder or any maker,
manufacturer, subcontractor or supplier (a Supplier) contracted by the Builder or the Sellers,
subject to the Sellers' deletion of all financial details in all such documents.

(b) All documents and information provided by or on behalf of the Sellers to the Buyers is in
all material respects complete and accurate.

(c) As at the date hereof, the Shipbuilding Contract is in place, construction of the hull of the
Vessel in accordance with Shipbuilding Contract, the Specifications and all amendments,
supplements and other documents relating to the construction, testing and delivery of the
Vessel is progressing accordingly, no party to the construction, testing and delivery of the
Vessel and the Shipbuilding Contract has any claims against the other party under or in
connection with the construction, testing and delivery of the Vessel and the Shipbuilding
Contract, and no circumstance exists that reasonably could give rise to any claims under or in
connection with the construction, testing and delivery of the Vessel under the Shipbuilding
Contract. In particular, no circumstance exists that reasonably could give rise to any claims by
the Suppliers or the Builder for any permissible delays under the Shipbuilding Contract or that
could result in the Vessel not being completed and ready for delivery in accordance with the
Shipbuilding Contract by the scheduled delivery date specified in Clause 5 above.

(d) The Sellers shall not agree to or allow any amendment to, or variation in the terms of, the

Shipbuilding Contract, or waive or excuse performance of any of the provisions of the

Shipbuilding Contract, or exercise any right to cancel, rescind or terminate the Shipbuilding

Contract without (in any such case) obtaining the express prior written consent of the Buyers

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

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W which shall not be unreasonably withheld or delayed.
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COPY(e) The Sellers shall duly and promptly observe and perform all of their obligations under the
Shipbuilding Contract, and they shall use all efforts and means reasonably within their power
to ensure that the Builder or Suppliers duly and promptly observes and performs all of its
obligations under the Shipbuilding Contract.

(f) The Sellers shall at their cost and risk maintain their existing supervision team at the
Shipyard, and the Sellers shall exercise and implement in good time and in a manner
consistent with good shipbuilding practice all of their rights of inspection and supervision
under the Shipbuilding Contract during the construction, testing and completion of the Vessel.

(g) The Buyers may at their cost and risk place up to three representatives at the Shipyard to
follow and observe the construction of the Vessel. The Buyers' representatives shall be
entitled to attend all inspections, tests and trials of the Vessel and her equipment, and to follow
and observe all of the inspection and supervisory works from time to time carried out by the
Sellers' representatives at the Shipyard. The Buyers representatives shall act reasonably and
shall not interfere with or delay or obstruct the legitimate activities and operations of the
Builder or the Sellers representatives.

(h) The Sellers shall ensure that their representatives at the Shipyard give the Buyers'
representatives all necessary access, assistance, co-operation and information (including,
without limitation, timely advance notice of all inspections, tests and trials) in connection with
the construction and delivery of the Vessel. Further, the Sellers shall ensure that their
representatives take due account of, and implement, all comments, objections, remarks and
requests reasonably and timely made by the Buyers' representatives in relation to the
construction of the Vessel, the tests and trials conducted pursuant to the Shipbuilding
Contract and delivery of the Vessel. The Buyers representatives shall address all comments,
objections, remarks and requests to the Sellers representatives and not to the Builder and the
Sellers. The Sellers representatives shall be solely responsible for all communications with the
Builder.

(i) The Sellers shall co-operate with the Buyers in obtaining the Builders quotation under the
Shipbuilding Contract for any modifications to the Vessel reasonably requested by the Buyers
on condition that in connection with any such requests (i) all related communications with the
Builder shall be handled only by the Sellers representatives, (ii) all additional costs quoted by
the Builder and all extra time required by the Builder to implement such modifications under
the Shipbuilder Contract, must be accepted in writing by the Buyers as being for their account
before the modifications are implemented, and (iii) this Agreement shall be amended to reflect
the agreed cost and time effects of such modifications before they are implemented under the
Shipbuilding Contract. In the event that such modifications delay the Shipbuilding Contract
Delivery then Sellers have the right to reject but shall endeavour to assist Buyers contract
directly with the Builder for post-Delivery modifications.

(j) The Sellers shall promptly provide the Buyers with all information and documentation from
time to time pertinent to the construction and completion of the Vessel under the Shipbuilding
Contract including (without limitation) copies of all notices, communications and other
documents from time to time exchanged between the Builder and the Sellers or their
respective representatives or otherwise, and copies of all results of inspections, tests and
trials conducted in relation to the Vessel.

(k) The Sellers shall not grant or issue to the Builder or any other party any acceptances,
approvals, consents or other decisions under the terms of the Shipbuilding Contract without (i)
discussing the same with Buyers representatives in an open and timely manner, and (ii)
obtaining the express prior written consent of the Buyers (which shall not be unreasonably
withheld or delayed) in relation to any acceptance, approval, consent or other decision which
relates to a material deficiency in the condition of the Vessel including (without limitation) any
deficiency which is more than the maximum deficiency for speed or fuel consumption or
deadweight specified in the Shipbuilding Contract.

(l) The Sellers shall promptly notify the Buyers in writing of, and keep them fully and
regularly informed about, the nature and status of any claims or disputes arising under or in
connection with the Shipbuilding Contract including any claim or dispute respecting any
extension of the delivery date.

(m) The Sellers shall promptly notify the Buyers in writing of, and keep them fully and

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

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W regularly informed about, the nature and status of any circumstances that reasonably could
ORKING affect the timetable for completion and delivery of the Vessel under the Shipbuilding Contract.
COPY
(n) The Vessel shall be constructed in accordance with the Rules of the Classification Society
or any other Regulatory Bodies applicable at the date of keel laying for the Vessel, for
classification of the Vessel as a Maltese Cross Self Elevating Platform and as further specified
in Annex II. The Vessel shall also meet the rules, regulations and requirements of the IMO
International Convention on Load Lines at the date of keel laying for the Vessel. For the
avoidance of doubt, decisions of the Classification Society as to compliance with its rules and
regulations shall be final and all fees and charges related to the classification of the Vessel and
the satisfaction of the Rules of the Classification Society, as well as the Rules of other
Regulatory Bodies, shall be for the sole account of the Sellers and are deemed included in the
Purchase Price.

(o) All materials and equipment furnished by the Sellers (and/or its subcontractors) and
incorporated into the Vessel shall be new and of the very best quality as per the Specifications.

(p) All of Sellers and Builder's personnel shall have sufficient skill and experience to properly
perform the work in respect of the construction, testing and delivery of the Vessel assigned to
them. Sellers and Builder's personnel engaged in special work or skilled work shall have
sufficient experience in such work and in the operation of the equipment required to perform
all such work efficiently, properly and satisfactorily.

(r) To cooperate with any contractors designated by the Buyers, other contractors,
subcontractors or clients of the Buyers, and coordinate, join and integrate Sellers' and
Builder's performance of in respect of the construction, testing and delivery of the Vessel with
contractor designated by the Buyers, other contractors, subcontractors or clients of the
Buyers, as reasonably requested by the Buyers.

(s) Shipyard's facilities and available personnel are such that it can absorb reasonable
additions or changes to the Vessel requested by the Buyers without any delay.

(t) The Sellers shall cooperate with the Buyers' representative in order to have the
construction, testing and delivery of the Vessel carried out safely, expeditiously and smoothly.
The Sellers shall provide not less than seventy-two (72) hours (or, in the case of factory
acceptance tests, not less than seven (7) days) advance written notice to the Buyers'
representative of any and all Tests and Trials (including, without limitation, any factory
acceptance tests, inclining experiments, systems integration testing, dock trials and/or sea
trials) (the Tests and Trials) to be performed by the Sellers and/or the Builder (or its
subcontractors) in connection with the Vessel. The Buyers and, if required, the representatives
of any Regulatory Bodies (including, without limitation, the Classification Society surveyor)
shall be present to witness any and all Tests and Trials as performed by the Sellers (or its
subcontractors). However, notwithstanding the foregoing provisions hereof, no Tests and
Trials whatsoever may be conducted without the presence of, if required by the Specifications
and/or the Rules, a representative of the applicable Regulatory Bodies (including, without
limitation, the Classification Society surveyor). Notwithstanding the foregoing provisions of
this Clause, the satisfactory completion of any Tests and Trials will not relieve, in any way, the
Sellers from any liabilities assumed, or warranties provided, by it under this Agreement,
including, without limitation, any liabilities assumed or warranties provided in Clause 20.

19. Delivery

19.1 The Sellers undertake and agree with the Buyers that they shall not take or accept delivery
of the Vessel under the Shipbuilding Contract or otherwise unless and until:

(a) The Vessel shall have achieved the Class notations specified in the Shipbuilding Contract
and is free of any and all conditions, recommendations, qualifications and restrictions.

(b) The Vessel shall be in full compliance with all of the laws, regulations, resolutions, rules
and other requirements of all relevant governmental and regulatory authorities and bodies
including (without limitation) the International Maritime Organization and the regulatory
authorities and bodies described or listed in the Shipbuilding Contract.

(c) The Vessel is otherwise complete and in all respects ready for delivery in accordance with
the provisions of the Shipbuilding Contract.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

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W (d) The Vessel shall have achieved the performance criteria as defined in attached Annex II as
ORKING attached hereto.
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19.2 Subject to the provisions of this Agreement (and, more particularly but without limitation,
the proviso hereto), the Sellers shall sell, and the Buyers shall purchase, the Vessel directly
following Shipbuilding Contract Delivery on the Shipbuilding Contract Delivery Date (or such
later date, if any, upon which the Buyers shall be obliged to purchase the Vessel hereunder)
provided always that the Buyers shall not be under any obligation to purchase and pay for the
Vessel hereunder unless and until:

(a) the Buyers shall have received the notices specified in Clause 5b) above;

(b) the Vessel shall be in deliverable condition in accordance with the provisions of Clause
19.1 above;

(c) the Buyers shall have received the following documents or evidence each in form and
terms reasonably satisfactory to the Buyers:

(i) the documents referred to in Clause 8 herein;

(ii) certified, by an officer of the Sellers, true and complete copies of all documents required
to be delivered by the Builder to the Sellers at or before Shipbuilding Contract Delivery
pursuant to the provisions of the Shipbuilding Contract (including, but without limitation,
certified (as aforesaid) true and complete copies of the Protocol of Delivery and Acceptance of
the Vessel together with the originals of the Bill of Sale and such other usual documents as the
Sellers may reasonably be required to execute in order for the Buyers to be able to register the
Vessel in the name of the Buyers under their chosen flag on the Delivery Date; (iii) evidence
that the requirements of Clause 21 below have been met; and
(iv) the Sellers written confirmation that since the Vessels launching it has not grounded or
sustained any damage to its underwater parts.

19.3 If after the date hereof any reduction of the contract price under the Shipbuilding Contract
arises on account of any deficiency in the hull of the Vessel, the Sellers shall promptly notify
the Buyers and account to them for the full amount of such reduction. The Purchase Price
payable by the Buyers hereunder shall be reduced by the aggregate total of any reductions
referred to above.

19.4 Subject always to the Vessel being in deliverable condition for the purposes of Clause
19.1 above, and subject also to the provisions of Clauses 19.2 and 19.3 above, the Vessel shall
be delivered to the Buyers in exactly the same condition as at the time of Shipbuilding
Contract Delivery, together with everything belonging or relating to the Vessel on the
Shipbuilding Contract Delivery Date, including all spare parts, equipment and other inventory
as provided for in the Specifications, all of which shall become the property of the Buyers with
effect from the Delivery.

20. Warranty of Quality

20.1.The Sellers hereby warrant to the Buyers that the Vessel (including her hull, machinery,
equipment, gear and all appurtenances thereto, but excluding (i) any equipment furnished by
the Buyers, other than that (a) which has been improperly installed by the Sellers, the Builders
or their subcontractors or any other contractors hired or engaged by Sellers and/or the
Builder, or (b) which has been damaged as a result of Sellers or Builder's handling, storage or
maintenance or Sellers or Builder's work in respect to the installation, commissioning or
testing thereof and (ii) any works that have been carried out by the Buyers, is free from any
defects in workmanship, equipment and/or materials whatsoever. The warranty set forth in the
preceding sentence shall commence on the date of the Protocol of Delivery and Acceptance,
when the Vessel is delivered to the Buyers, and (subject to Clauses 20.6 and 20.7) cease upon
the date falling twelve (12) months thereafter (the Warranty Period).

20.2.The Buyers shall notify the Sellers in writing, as promptly as reasonably practicable, after
discovery of any defect or deviations for which a warranty claim is made pursuant to Clause
20.1 (the Notice of Warranty Claim). The Notice of Warranty Claim shall describe the nature of
the defect(s) and the extent of damage (if any) caused thereby. Thereafter, within two (2) days
of Sellers receipt of a Notice of Warranty Claim, Sellers shall respond in writing to the Buyers
(the Warranty Response), advising Buyers of (a) whether or not the warranty claim(s) is/are
accepted or rejected, and (b) how and when Sellers (or its Affiliate) intends to perform the

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

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W necessary repairs or replace the defective equipment and materials, or, alternatively, if Sellers
ORKINGdeems it impractical for Sellers (or its Affiliate) to perform such repairs or replace the defective
COPYequipment or materials. Sellers shall have the discretion whether to repair or replace defective
equipment and materials; provided, if Buyers advises Sellers that the warranty work will result
in suspension of operations or otherwise delay performance of a contract with Buyers' client,
Sellers shall undertake to remedy the defective equipment and materials using the most
expeditious method.

If, however, it is determined by Sellers to be impractical for Sellers (or its Affiliate) to perform
the needed repairs or replace any defective equipment or materials made the subject of a
warranty claim, Buyers may engage a third party or parties to perform or make the needed
repairs/replacement. In such event, Sellers shall be liable to reimburse Buyers the lesser of (a)
the actual cost and expense incurred by Buyers to have a third party perform repairs and/or
replace equipment and materials determined to be defective, or (b) two hundred percent (200%)
of what the cost and expense would have been had the repairs or replacement of said defect(s)
been performed or made by Sellers at the Shipyard under similar circumstances.

20.3For purposes hereof, Sellers liability for any warranty claim(s) shall be deemed to include
(i) any defects in workmanship, equipment and/or materials furnished/performed by Sellers, as
well as any subcontractors or contractors designated by the Buyers and engaged by Sellers,
(ii) all costs of labour associated with the repair or replacement of any defects, including,
without limitation, the cost of housing and feeding such labour, (iii) the costs of transporting
labour and/or personnel to/from the Vessel for the purpose of supervising or making any
repairs or replacement, as the case may be, (iv) the costs of all materials, equipment and
supplies necessary, including the costs of shipping and/or transporting the same to the
Vessel, (v) any wharfage, dock or dry-docking rentals/fees, (vi) to the extent only represented
by the deductibles under the Buyers' hull and machinery insurances (but in no event to exceed
USD [50,000]), any loss or damage to the Vessel or its equipment caused by Sellers (or its
Affiliate and subcontractors) while undergoing repairs or other remedial works at the Shipyard
pursuant to Clause 20 and (vii) all other ancillary costs directly associated with or related to
the satisfaction of Sellers' obligations pursuant to the provisions of this Clause 20.3. Any
justification of Sellers costs and expenses to perform repairs or replace equipment or
materials in the U.A.E. shall require Sellers to provide reasonable documentation supporting
such costs and expenses, including, without limitation, Sellers' unit labour costs (fully
burdened) and unit materials costs that are in effect and applicable to a third party customer in
the U.A.E. at the time of the Notice of a Warranty Claim.

20.4 If for any reason Buyers should reasonably determine, in its sole discretion, that time is
of the essence in order to restore or avoid delays in the operation or workings of the Vessel or
any of its key operating equipment or systems (an Emergency Claim), then, notwithstanding
the provisions of Clauses 20.2 and 20.3, the Buyers may undertake or cause the necessary
repairs or replacements to be made by a third party, provided that the Buyers shall, as soon as
possible, provide Sellers with Notice of Warranty Claim. In the event of an Emergency Claim,
Sellers' liability to reimburse Buyers shall be determined in accordance with the last paragraph
of Clause 20.2.

20.5 Notwithstanding any provision of this Clause 20 to the contrary, should Sellers (a) fail to
provide a Warranty Response to Buyers within four (4) days of Sellers' receipt of a Notice of
Warranty Claim, which response shall include Sellers' express written rejection or acceptance
of the warranty claim(s) or, (b) reject any warranty claim submitted by the Buyers, Buyers may,
at its sole discretion, elect, by any reasonable means available, to undertake the repair or
replacement of any alleged defect(s) made the subject of its warranty claim(s) and thereafter,
submit the subject of its claim(s) for resolution pursuant to the provisions of Clause 16. If a
claim by the Buyers should ultimately be determined to be a valid warranty claim through the
dispute resolution procedure set forth in Clause 16, subject to the limitations on Sellers'
liability in the last paragraph of Clause 20.2, Buyers shall be entitled to reimbursement of such
costs and expenses incurred in conjunction with the repair or replacement of any defect(s)
made the subject of such claim, as may be determined through such dispute resolution
procedure.

20.6 Notwithstanding the provisions of Clause 20.1 to the contrary, Sellers shall (a) obtain from
the paint manufacturer designated or selected in respect to the Work a minimum two (2) year
warranty for all paint and coating materials, and (b) use all reasonable endeavors to obtain the
maximum warranty available from the manufacturers or suppliers of any equipment, which
warranty, if possible, will be negotiated to extend for twelve (12) months upon the actual
Delivery of the Vessel to Buyers.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

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W 20.7 Any work performance, materials/equipment supplied or repairs by the Sellers in
ORKING satisfaction of its warranty obligations as provided in Clause 20.1 shall be further warranted for
COPYthe balance of the Warranty Period or six (6) months from completion of such work, repairs or
replacement of equipment/materials, whichever is later.

20.9The warranty and remedies set forth in this Clause 20 are in lieu of any and all other
warranties and remedies expressed or which might be implied (including, but not limited to,
any implied warranties of merchantability, fitness for a particular purpose or workmanlike
services) with respect to the condition or quality of the vessel, and, without prejudice to Clause
18, neither the Sellers, nor its subcontractors and their respective servants or agents, shall in
any event be liable in respect of defects in or damage to the vessel in whole or in part, except
as specifically set forth in this Clause 20. The Sellers obligation to remedy defects and
damages as detailed in this Clause 20 represents the Sellers' entire liability to the Buyers and
the Buyer's sole remedy against the builder in respect of any such defects and damages.

21 Warranty Assignments

21.1 By signing this Agreement, the Sellers agree to secure the assignation and transfer to the
Buyers any and all guarantees and/or warranties given and/or to be given to the Sellers or to
the Sellers' subcontractors by the manufacturers and/or vendors of supplies, materials and
equipment (including equipment furnished by the Buyers) furnished by the Sellers and its
subcontractors. However, notwithstanding the foregoing, any such warranties assigned or
transferred pursuant to the terms hereof shall not be in lieu of or limit the warranties given by
the Sellers as recited in Clauses 20.1 and 20.7 above.
21.2 The Sellers shall arrange for the execution and delivery to the Buyers at Delivery written
assignments of warranties (in terms reasonably acceptable to the Buyers) by which the Sellers
will transfer and assign to the Buyers:
(a) with the written consent of the Builder, Sellers' subcontractors, manufacturers and/or
vendors of supplies, materials and equipment (including equipment furnished by the Buyers)
furnished by the Sellers and its subcontractors, the Sellers' rights relating to post-delivery
warranties for the Vessel as set out in the Contract; and
(b) with the written consent (if required) of any supplier who has provided warranties with
respect to the Vessel, the Sellers' rights relating to such warranties.
21.3 If any of the above-mentioned assignments of warranty rights for whatever reason is not
permitted, then either, in the Buyers' option: (i) the Sellers agree and undertake as agent for
the Buyers to represent the interests of the Buyers in any reasonable and justified claims
under the relevant warranties by the Sellers promptly exercising and enforcing such warranties
against the Builder, Sellers' subcontractors, manufacturers and/or vendors of supplies,
materials and equipment (including equipment furnished by the Buyers) furnished by the
Sellers and its subcontractors or (as the case may be) the relevant supplier, for the benefit of
the Buyers; or (ii) the Buyers shall be entitled to directly pursue against the Builder, Sellers'
subcontractors, manufacturers and/or vendors of supplies, materials and equipment (including
equipment furnished by the Buyers) furnished by the Sellers and its subcontractors any claim
that the Sellers are entitled to bring against the Builder, Sellers' subcontractors, manufacturers
and/or vendors of supplies, materials and equipment (including equipment furnished by the
Buyers) furnished by the Sellers and its subcontractors provided always that the Sellers shall
lend their name to any such action and any evidential support that is required by the Buyers.
In either case, the Sellers shall hold on trust for, and promptly account to the Buyers for, any
moneys received by the Sellers in or pursuant to the exercise or enforcement of the relevant
warranty rights under this Clause 21.3. The Sellers shall provide all such assistance and co-
operation under this Clause 21.3 as the Buyers may from time to time request subject to the
Buyers agreeing to indemnify the Sellers against reasonable and properly documented losses,
costs (including legal costs), damages and expenses which the Sellers incur in rendering such
assistance and co-operation.

22. Confidentiality

22.1 The parties shall treat as strictly private and confidential, and shall ensure that their
respective representatives and agents treat as strictly private and confidential, the existence
and provisions of this Agreement and the transactions contemplated hereby provided that:
(a) each party may make disclosures with respect to this Agreement with the express prior
written consent of the other parties; and

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

15
第15页
(b) each party may make appropriate disclosures on a need to know basis to their respective
shareholders or prospective shareholders, bankers or other financiers, or professional
advisors, or as necessary to rating agencies, or as required by the rules or regulations of any
applicable stock exchange or similar body (whether or not having the force of law), or as
required by any other applicable law, rule or regulation.
The parties will agree the terms and publication dates of any press announcements in relation
to the transactions contemplated by this Agreement and otherwise no press announcements
shall be made by any of the parties.

23. Ship Broker
23.1 The Sellers have employed Clarksons Platou DMCC as shipbroker (the Broker) in
connection with the transactions contemplated by this Agreement and the Sellers have not
used any other broker in connection with such transactions. The Sellers shall be exclusively
liable to pay all commission or other reward at any time due to the Broker in connection with
the transactions contemplated by this Agreement. The Sellers shall indemnify the Buyers
against and hold them harmless from any claims made against the Buyers or any of their
affiliates or any or all of their respective officers, directors, shareholders, managers, members,
employees, representatives or agents, whether by the Broker or any entity or person which
purports to claim through the Sellers or the Broker, for commission or other reward in
connection with the transactions contemplated by this Agreement.
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ORKING
COPY
23.2 The Buyers shall have no liability to pay or contribute to any commission or other reward
at any time due to the Broker in connection with the transactions contemplated by this
Agreement. The Buyers have not used any broker in connection with the transactions
contemplated by this Agreement. The Buyers shall indemnify the Sellers against and hold them
harmless from any claims made against the Sellers by any entity or person, other than the
Broker or anyone claiming through the Broker, which purports to claim through the Buyers for
commission or other reward in connection with such transactions.

24. Counterparts
24.1 This Agreement will be treated as having been signed by the parties hereto at the time and
on the date when each party has signed and initialled a complete, legible and identical
counterpart of this Agreement and exchanged the same by email via Shipbroker or in person
with the other parties.
24.2 Thereafter, for record purposes only two complete, legible and identical original
counterparts of this Agreement shall be signed and initialled by each of the parties after which
one signed original shall be delivered to each party.

25. Notices
17.

All notices or other communication to be provided under this Agreement shall be in writing in the 395
English language and shall be given to the addressee at the address set out below:-.

396

Contact details for recipients of notices are as follows: 397
For the Buyers:
Attn: Ms Lilian Yu / Mr Cai Zhongwhen
China Sunrise (Group) Company, Limited
Tel 86-20-89899666
Fax86-20-89899777 86-20-89899778
Address: 23/F, South Tower, Poly International Plaza, No.1 East Pazhou Road, Hai zhu District,
Guangzhou, China
Zip510308
E-mailShippingshipping@essgo.com.cn

For the Sellers: 398
Attn: Mr Khalifa M. Al Qubaisi
Abu Dhabi Petroleum Ports Operations Company
Tel: +971 2 336 700
3rd Floor, Adnoc Building, Sheikh Khalifa Street, PO Box 61, Abu Dhabi, UAE
Email: info@irshad.ae

26. Entire Agreement 399
18.
400
The written terms of this Agreement comprise the entire agreement between the Buyers and 401
the Sellers in relation to the sale and purchase of the Vessel and supersede all previous

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association

assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

16
第16页
agreements whether oral or written between the Parties in relation thereto. 402

Each of the Parties acknowledges that in entering into this Agreement it has not relied on and 403
shall have no right or remedy in respect of any statement, representation, assurance or 404
warranty (whether or not made negligently) other than as is expressly set out in this Agreement. 405

Any terms implied into this Agreement by any applicable statute or law are hereby excluded to 406
the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude 407
any liability for fraud. 408

27. Amendments, Waivers

27.1 No amendment or variation of this Agreement will be valid unless it is made in writing and
signed by or on behalf of each party. No failure or delay on the part of any party in exercising
any right, power or privilege under this Agreement shall operate as a waiver thereof. Nor shall
any single or partial exercise of any right, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege under this
Agreement.
W
ORKING28. Severability
COPY
28.1 If any provision of this Agreement is held to be illegal or invalid such illegality or invalidity
will not affect the other provisions of this Agreement which will remain in full force and effect.

29. Successors and assigns

29.1 This Agreement shall be binding upon and inure to the benefit of and be enforceable by
the respective successors and permitted assigns of the parties. No party may assign or
transfer any of its rights, obligations or interests hereunder without the prior written consent of
the other parties (such consent not to be unreasonably withheld) save that upon notice to the
Sellers (but without the need to seek or obtain their consent) the Buyers may assign their
rights hereunder as security in connection with any of its financing arrangements for the
purchase of the Vessel.

30. Performance Bond

31.1 As security for the obligation of the Sellers to satisfy its warranty obligations under this
Agreement, the Sellers agree that the Sellers shall provide a performance bond or bank
guarantee an amount equal to 2 percent (2 %) of the Purchase Price. Within 5 (five) Banking
Days after receiving notice from Sellers of the expiration of the Warranty Period for the Vessel
(as extended for any warranty work performed thereon), the remaining portion of the
performance bond or guarantee shall be paid or released by Buyers.

31.2 All fees, costs and other charges whatsoever: (i) in connection with the Performance Bond
(including, without limitation, fees payable to the relevant bank(s) and/ or insurance
company(ies) in respect of payments made there under) shall be borne and paid by the Sellers;
and (ii) arising in connection with any payment made under this Agreement shall be borne and
paid by the paying Party provided that any fees, costs and other charges levied by the
receiving Party's bank(s) (including correspondence banks, whether in United Arab Emirates
or elsewhere) shall be borne and paid by the receiving Party.

31. Mobilisation Option

No later than the later date in line 59, Clause 4 herein Buyers may exercise option for Sellers to
mobilise vessel to Abu Dhabi Roads. In such instance, the Purchase Price shall be increased
by $3m and delivery / cancellation dates shall be delayed by 60 days.

32. Subsequent Vessels

The Builder is presently constructing for Sellers two enhanced sister vessels to the Vessel of
SE300LB 260 design delivery expected April 2017 and June 2017. Seller grants Buyer a
purchase option on these vessels at $50m each, otherwise same terms and conditions
logically amended. This option shall be declared no later than 1 June 2016 and seperate
Agreements shall be executed on logically amended terms to this Agreement.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association

assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

17
第17页
Executed For and on behalf of the Buyers
Name: ______
For and on behalf of the Sellers
Name: ______ Title: ______
Title: ______

W
ORKING
COPY

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of
any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association

assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

18
第18页
Annex I Brief Specifications and General Arrangement
Annex II Shipbuilding Contract (commercial pricing removed)

W
ORKING
COPY
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