Agenda - UK Chamber of Shipping 2.3.10. Conversion Contract The REPAIRCON subcommittee has discussed...

1

Agenda

Documentary Committee

Tuesday 14 November 2017 at 09:00

Copenhagen 1. Approval of minutes of the Documentary Committee meeting held on 6 June 2017

2. Marketing, proposed new projects and future work programme

2.1. Marketing activities 2.2. Future work programme 2.3. Proposed new projects

3. Items for Adoption

3.1. BIMCO Standard Bunker Contract – BIMCO Bunker Terms 2017 3.2. BARECON 2017 Standard Bareboat Charter Party 3.3. Escrow Agreements 3.4. FONASBA General Agency Agreement 3.5. WORLDFOOD 2017 Voyage Charter Party

4. Items for Review

4.1. DISMANTLECON Offshore Structure Dismantling Contract 4.2. Syndicated Term Sheet for Ship Financing 4.3. GENCON 1994 Uniform General Charter 4.4. Arrest Clause 4.5. REPAIRCON 4.6. Quantitative Risk Analysis Clause 4.7. Sea Traffic Management Clause 4.8. Monitoring, Reporting and Verifying (MRV) Clause

5. Any other Business

5.1. Withdrawal of the Bunker Quality Control Clause for Time Charters

6. Date and Place of Next Meeting

1

Agenda Notes

Documentary Committee

Tuesday 14 November 2017 at 09:00

1. Approval of minutes of the Documentary Committee meeting held on 6 June 2017

2. Marketing, proposed new projects and future work programme

2.1. Marketing Activities During the past 6 months marketing activities have focused on NYPE 2015, SHIPTERM and the newly published SUPPLYTIME 2017. Two NYPE 2015 seminars took place in June in Rotterdam (hosted by M S Amlin) and Hamburg (hosted by the VDR) – both events were well attended. Nearly 200 “final” copies of NYPE 2015 have been produced using IDEA since the new form was launched. A 60-minute video eLearning module has been produced highlighting the key features and benefits of using NYPE 2015. Two seminars have been held on SHIPTERM since the last DC meeting – in New York (hosted by Blank Rome LLP) and Dubai (hosted by Citibank). The seminars demonstrated that interest in the new form is high and we expect that it will begin to be used as a checklist for parties involved in bilateral loan transactions. SUPPLYTIME 2017 has received a lot of positive publicity since its launch. A seminar held by Quadrant Chambers in London in June, where BIMCO chaired a distinguished panel of QCs and lawyers, concluded that SUPPLYTIME was “much improved”. It has also been a topic at offshore conferences held in London and Oslo. At the ICMA (International Congress of Maritime Arbitrators) Conference held in Copenhagen in September, around 150 participants joined a session on charter parties which included a presentation on SUPPLYTIME 2017 by Hill Dickinson lawyer, Robert Gay. The first of a series of promotional talks about the new edition was given in Rotterdam in October (hosted by M S Amlin). Further presentations are planned in Oslo and Aberdeen in early 2018, followed by Asia and the USA in the spring.

2

A short video eLearning module is currently being developed discussing the benefits of switching to the new edition. The video is based on interviews with members of the SUPPLYTIME subcommittee. SERVICECON, the standard container volume agreement jointly developed with shippers several years ago, is being promoted with a new video. The 45-minute panel discussion is an exchange of views between shippers and carriers about the benefits of using SERVICECON and the objectives behind its development. We have increased our presence on social media sites like LinkedIn. We post articles on a regular basis on our activities and receive a high view rate. We believe that this is very helpful in raising the profile and awareness of our documentary work even further. This is in addition to writing articles for the BIMCO website and Bulletin and other publications. 2.2. Future Work Programme Assuming the contracts and clauses put forward for adoption on 14 November are approved for publication, our immediate future work programme includes the following ongoing projects: 1. DISMANTLECON Offshore Structure Dismantling Contract 2. Syndicated Term Sheet for Ship Financing 3. GENCON 1994 Uniform General Charter 4. Arrest Clause 5. REPAIRCON and MINREPCON 6. Quantitative Risk Analysis Clause 7. Sea Traffic Management Clause 8. LNG Bunker Purchase Contract

2.3. Proposed new projects The approval for publication of 5 projects at our November meeting will create capacity to add additional items to our work programme. The secretariat working together with the Chairman of the DC have compiled the following suggested list of new projects to add to our work programme after the November meeting: (1) Terminal Conditions of Use (2) SUPPLYTIME 2017 Special Tasks Annexes (3) Floating Hotel Charter Party (4) Bunker Non-Lien Clause (5) Hull Fouling Clause (6) YARA Charter When considering the above suggested list, please also review the list of proposed projects below (which includes details of the secretariat’s list). If you have any suggestions for new projects, then please mention them before or during the meeting.

3

2.3.1. Terminal conditions for use The development of a charter party clause addressing onerous terminal conditions of use has been on this list for some time. The concern lies with terminals who impose unreasonable terms of use as a pre-condition to the ship entering the port. These terms and conditions are signed by the master and may, in some cases, prejudice the owners’ P&I cover. A charter party clause could be used to pass any liability for the consequences of signing terminal conditions of use on to the charterers. INTERTANKO has produced a useful guide to tanker operators on this issue and it may be that a BIMCO clause would provide a useful and practical companion to the guidelines as well as having an extended reach into the dry cargo sector. 2.3.2. SUPPLYTIME 2017 – Special Tasks Annexes SUPPLYTIME is frequently used for a variety of tasks other than that which it was originally developed. During the recent revision the subcommittee discussed whether SUPPLYTIME should be “expanded” to cover other activities. They decided that if they were to do this, the result would be an unwieldy and unworkable contract. Now that SUPPLYTIME 2017 has been published and is being received positively by the offshore sector, the chairman of that subcommittee has come up with an idea that may assist those who use the contract for other activities. Without disturbing the terms and conditions of SUPPLYTIME it is possible to create a “suite” of annexes to be used as an add-on when the offshore support vessel is going to be used for specialist tasks. These specialist tasks are:

1. Crane (surface and subsea) Operations 2. Helicopters and Helidecks 3. Passengers, Accommodation and Catering 4. ROV Support and Operations 5. Dynamic Positioning Operations 6. Walk-to-work 7. Air and Saturation Diving Activities 8. Extended Offshore Support

The development of these annexes would make SUPPLYTIME 2017 even more appealing to the industry and provide helpful guidance to those who commonly agree to these additional services without a clear understanding of the additional clauses that may be required. 2.3.3. Revision of the Bunker Non-Lien Clause The withdrawal of the Bunker Non-Lien Clause was proposed at the meeting in June. It was decided to defer a decision until the revision of the BIMCO Terms 2015 Standard Bunker Contract is complete. The view of the Documentary Committee was that a revision of the clause was preferable to withdrawal.

4

2.3.4. Amendment of the Hull Fouling Clause We are beginning to see some port states implementing measures to reduce the risk of the transfer of invasive aquatic species by hull fouling in addition to existing regulations on ballast water. The IMO has issued Guidelines on Bio Fouling to help states manage this environmental risk. The potential consequences for owners are that they may be required to arrive at a port with a “clean hull”. If hull fouling has occurred at a previous port due to an extended stay and cleaning operations were not available or permitted, then the ship may be delayed trying to gain access to the next port. The Hull Fouling Clause does not currently address this scenario.

2.3.5. Super Yacht Contracts for Newbuilding and Yacht Management The super yacht industry remains a growing sector. It does not have any standard contracts for activities such as yacht building/repair and yacht management. Several of BIMCO’s ship manager members operate in this sector and are currently obliged to adapt contracts like SHIPMAN to meet their super yacht client’s needs. Yacht industry-specific standard contracts could be another niche sector for BIMCO to fill. 2.3.6. Floating Hotels Charter Party We have received several requests to develop a charter party for floating hotels (“floatels”) – primarily for use in the offshore wind farm sector. These floating accommodation units are increasingly used for installation projects to save on travel time and costs. It would supplement the WINDTIME time charter party for crew transfer vessels which has become widely used in the wind farm sector. 2.3.7. Cyber Security Clause At the June meeting it was suggested that BIMCO should look at the need to develop a Cyber Security Clause. It remains unclear what such a clause should contain. However, as cyber security is an issue on which BIMCO has taken a lead position, it is important that it remains a topic on our agenda and perhaps warrants some more research. 2.3.8. Managers’ Letter of Undertaking/Managers’ Assignments of Insurance Shipmanagers are being put under pressure by their clients and financiers to sign undertakings that may be impossible to fulfil. Some of the assignments create obligations beyond what is being assigned (for example, in Cyprus, the Directors of the Assignor are obliged to register the assignment as a charge on the company in the Company Registry). A BIMCO standard Letter of Undertaking/Manager’s Assignment of Insurance could help managers in creating documents that do not contain impossible undertakings, but which are acceptable to financial institutions. 2.3.9. Revision of the YARA Charter Hot on the heels of the recent revision of the HYDROCHARTER voyage charter party, we have received a request from YARA to conduct a similar revision of their YARACHARTER which, at present, is a mirror of the earlier edition of the HYDROCHARTER. It would be of value to owners to have these two charter parties aligned and made consistent.

5

2.3.10. Conversion Contract The REPAIRCON subcommittee has discussed the prospect of adapting BIMCO’s repair contract for conversion work and concluded that it would not be feasible. A conversion contract could, however, be developed using NEWBUILDCON as the underlying contractual infrastructure. We are aware that there is demand for a standard conversion contract. Its development would enhance BIMCO’s portfolio of related construction and repair contracts – NEWBUILDCON, REPAIRCON and MINREPCON.

6

3. Items for Adoption

3.1. BIMCO Standard Bunker Contract – BIMCO Bunker Terms 2017

Subcommittee members Mr Claus Kesting, J. Lauritzen (Chairperson) Mr Klaus Stamp, Norden Mr Henrik Zederkof, Dan-Bunkering, IBIA Mr Rob Crees, World Fuel Services Mr Zain Hudda, Peninsula Petroleum Mr Michael Hope, North of England P&I Mr James Kennedy, Clyde & Co

A detailed legal analysis by Clyde & Co on the effect of OW-type of clauses in a bunker purchase contract was circulated by e-mail and via the Discussion Forum in September. The analysis shared the view of the subcommittee in concluding that there is no legally and commercially workable contractual solution protecting owners from the risk of double payment in all situations. Members who responded to the analysis were in majority agreement that the bunker contract should not contain such a clause and that the subcommittee should continue its work to improve the appeal of the contract. BIMCO plans to publish an advisory note on how parties can better protect themselves commercially by risk management and know-your-counterparty due diligence before entering into a contract. The subcommittee has continued its work on revising the BIMCO Terms 2015 with the aim of widening its appeal among buyers and sellers. In response to several requests from DC members the name of the contract has been changed to the more descriptive “BIMCO Bunker Terms”. Please see Enclosure Item 3.1. The most important change to the contract is the insertion of a cap on liability. This is essential because the lack of a limit in the 2015 and earlier editions of the Standard Bunker Contract has been identified as the number one stumbling block preventing a more widespread adoption of the contract. The BIMCO Bunker Terms will, once adopted, be published together with explanatory notes and the advisory note. Marketing and promotion of the revised Terms will be conducted throughout 2018 to give it the best possible publicity. Members are invited to take note of the above and consider the revised BIMCO Bunker Terms 2017 for adoption.

7

3.2. BARECON 2017 Standard Bareboat Charter Party

Subcommittee members Capt. Ajay Hazari, Anglo-Eastern Ship Management (Chairperson) Mr Robert Almström, Stena RoRo Mr Stephan Bade, Leonhardt & Blumberg Mr Karl Even Rygh, Nordisk Defence Club Mr Adrian Moylan, Gard P&I Club

A draft copy of BARECON was circulated among a selected group of industry representatives during the summer for feedback. We received numerous constructive comments and helpful suggestions. These were processed by the subcommittee over the course of three meetings. The insurance provisions have been a focal point of the revision because of the majority view in the UK Supreme Court in the recent Ocean Victory case where the insurer was not allowed to recover from the third-party time charterer for the total loss of the ship. The UK Supreme Court’s reasoning was that under English law, co-assureds cannot claim against each other, and therefore, there could be no claim to subrogate to the insurers. The insurance provisions of the revised BARECON have been drafted to displace this principle and make express allowance for rights of recovery by the owners, charterers or their insurers against third parties, please see subclause 17(a) (Insurance – General) of Enclosure Item 3.2. The subcommittee had previously removed the additional parts for the hire/purchase option and ships registered in a bareboat charter registry. The consultation with the industry indicated that this was not a welcome decision even though it was acknowledged that these parts would always have to be amended. The hire/purchase option has now been replaced with a standard purchase option, and the option for bareboat charter registry has been reinstated and improved to better reflect the issues encountered in practice. Overall, the wording of BARECON has been improved and modernised. A useful optional formula has been added for allocating owners’ and charterers’ portion of costs for structural changes or new equipment required by class or compulsory legislation. Members are invited to take note of the above and consider BARECON 2017 for adoption.

8

3.3. Escrow Agreements

Subcommittee members Ms Lisa-Marie Perrella, Fednav (Chairperson) Mr Stuart Plotnek, Ince & Co Mr Paul Herring, Ince & Co Mr Christoph Bruhn, Bruhn Shipbrokers Mr Magne Andersen, Nordisk Defence Club

The subcommittee has considered the comments received during the last DC meeting and work on the two escrow agreements is now complete. See Enclosure Item 3.3. In response to several comments, subclause 3(b) (Security) of the Escrow Agreement for Disputes has been deleted. In the rare situation that security needs to be topped-up, the claimants will be able to apply for that even without this wording. A template letter of instruction for the release of the escrow amount under the Escrow Agreement for Disputes has been drafted. A clause for the payment of the escrow agent’s fees under the Escrow Agreement for Disputes has been included in a new clause 7 (Escrow Agent’s Fees). Finally, at the request of several DC members, the BIMCO Dispute Resolution Clause has been replaced with a Law and Jurisdiction Clause. The chosen wording is based on Clause 11 (Governing law and jurisdiction) of the BIMCO Charter Party Guarantee. The concern was that parties are unlikely to want to arbitrate an issue arising under an escrow agreement. The subcommittee discussed various other possibilities but concluded that this was the most appropriate solution for a BIMCO form. Referring to the underlying contract was discussed but, in respect of the Escrow Agreement for Ship Sale and Purchase Transactions, it was felt to be counterproductive as the MOA (SALEFORM) refers to arbitration and that is what we wanted to avoid. In respect of the Escrow Agreement for Disputes, there may not always be an underlying contract. Alternatively, the underlying contract may point to various jurisdictions which could have specific requirements that would prove difficult for the parties to comply with. Members are invited to take note of the above and consider the Escrow Agreements for adoption.

9

3.4. FONASBA General Agency Agreement

Subcommittee members Mr Han van Blanken (Chairperson) Mr Kyriakos Kourieas, Interorient Marine Services Mr John Ford, President, FONASBA Mr Fulvio Carlini, FONASBA Mr Simone Carlini, FONASBA Dr Alexander Geisler, FONASBA Mr Jonathan Williams, General Manager, FONASBA Mr Andrew Jamieson, ITIC

The adoption of the General Agency Agreement was deferred at the last meeting. This was done to allow further consideration of the basis of limiting agents’ liability for negligence. The relevant provision, Clause 19, was modelled on SHIPMAN with liability capped at a maximum of ten times the agreed level of remuneration. This method works well when a lumpsum figure has been agreed, such as the fee for a port visit. However, when payment is based on per capita container throughput; determined by reference to administrative functions; or linked to occasional husbandry duties, it may not be a workable or realistic solution. The subcommittee has concluded that it is not possible to create an all-embracing formula that can respond to all possible situations. The proposed solution is to maintain the limit of ten times the remuneration (which might be relevant in many circumstances) while offering parties the option to agree a fixed figure which they can determine on a case by case basis according to their individual needs. Clause 19 (i) has been modified to provide two alternatives (see Enclosure Item 3.4). Under sub-clause (a) the cap of ten times the remuneration figure is maintained with subclause (b) applying only if the parties have entered their agreed liability cap in Box 11. If Box 11 is not completed, subclause (a) will apply by default. The subcommittee is satisfied that the agreed outcome represents a pragmatic and workable solution to a complex problem. The General Agency Agreement was endorsed by FONASBA at their Annual Meeting in Dubai in October. It will be published jointly by BIMCO and FONASBA with copies bearing the respective logo of each organisation. Members are invited to take note of the above and consider the FONASBA General Agency Agreement for adoption.

10

3.5. WORLDFOOD 2017 Voyage Charter Party

Subcommittee members Mr Jean-Pierre Laffaye, LD Bulk (Chairperson) Mr Torsten Klüver, Aug. Bolten Mr Loutphi Madani, World Food Programme Mr Ottmar Schulte, World Food Programme Ms Carina Nilsson, World Food Programme Mr Leo Fileti, Banchero Costa Ms Judy Binnendijk, Britannia P&I Club Professor Richard Williams, Consultant to WFP

The revision of the WORLDFOOD 99 charter party is now complete. Please see Enclosure Item 3.5. The main focus of this project has been to update the contract and address issues that the World Food Programme has experienced with the previous edition. The language has also been clarified and modernised. Ships operating under the WORDLFOOD charter party trade to challenging areas of the world. Consequently, a larger degree of flexibility on the part of the Owners is needed compared to other charter parties. Some of the principles set out in the contract are dictated by the requirements of aid donors. The provisions regarding laytime have been amended to reduce discussions that have arisen under the earlier versions of the contract. New standard clauses have been added, for example, the International Group of P&I Clubs Financial Security in Respect of Pollution Clause; the BIMCO ISPS/MTSA Clause for Voyage Charter Parties 2005; BIMCO Ice Clause for Voyage Charter Parties; and the latest war risks clause (VOYWAR 2013). Members are invited to take note of the above and consider WORLDFOOD 2017 for adoption.

11

4. Items for Review

4.1. DISMANTLECON Offshore Structure Dismantling Contract

Subcommittee members Mr Kees de Looff, Van Oord Marine Contractors (Chairperson) Mr Jens Klit Thomsen, Maersk Supply Service Ms Nicky Etherson, Bibby Offshore Mr Benjamin Minnee, Heerema Marine Contractors, IMCA Ms Gea Smid, Allseas, IMCA Mr Callum Sim, Shell International Mr Mark Hoddinott, International Salvage Union (ISU) Ms Katrina Ross, UK Chamber of Shipping Mr Tom Walters, Holman Fenwick Willan Ms Sarah Wallace, The Standard Club Mr John Brown, Marsh

After a lengthy search for an oil company representative to join this project, we are very pleased that Shell have agreed to take part. Callum Sim is Senior Legal Counsel at Shell International in Aberdeen, specialising in decommissioning projects. Although Shell have said that they are unlikely to use the BIMCO contract directly, it might be something that they would accept their marine service subcontractors using as part of a large decommissioning project. Shell are willing to exchange views and ideas on this specialist task and share information about their own decommissioning contract work. The subcommittee is pleased with the additional credibility that Shell will bring to this project. We will also benefit from the expertise of insurance specialist, John Brown, from Marsh in London. The subcommittee recognises the special considerations and potential high costs and risks that are involved in dismantling offshore structures and the need for appropriate insurance cover. Drafting work is now at a relatively advanced stage (see Enclosure Item 4.1). The overall framework of the contract is established. The contract does not deal with the physical disposal of the offshore structure once it has been dismantled – it ends when delivery is made to the oil company. Delivery may take place at the worksite once the structure has been loaded on to a barge, or it could be alongside a quay or other reception facility. Title to the structure does not pass to the contractors at any time – which is a very important consideration for the parties and for the allocation of risk. There is strong interest in this project from the industry, which is very encouraging. We have received several invitations to speak about the contract. Two members of the subcommittee and a speaker from the secretariat will talk about aspects of the contract at an Offshore Decommissioning Conference in London on 1 November 2017. The contract is due to be completed by May 2018. Members are invited to take note of the above and comment as appropriate.

12

4.2. Syndicated Term Sheet for Ship Financing

Subcommittee members Mr Francis Sarre, Compagnie Maritime Belge (Chairperson) Mr Christopher Conway, Citi Mr Daming Qian, ICBC Mr Gonzague Archambeaud, Louis Dreyfus Armateurs Mr Julien Pierret, HSBC Mr Klaus Vilstrup, Dampskibsselskabet NORDEN A/S Ms Liv Hege Dyrnes, AS Klaveness Chartering Mr Matt Hannaford, Hannaford Turner Mr Mike Vernell, Watson Farley & Williams Mr Nick Fell, BW Maritime Ms Olga Petrovic, Linklaters Mr Robin Bencard, shipping and structured asset financing consultant Mr Vasilis Papagianopoulos, Common Progress Mr Xavier Riffaud, INGEPAR

The subcommittee has met once since June and has prepared a first draft of the Syndicated Term Sheet (see Enclosure Item 4.2). The draft keeps the overall format and structure of the bilateral term sheet including a Part I box layout and a Part II containing the standard terms and conditions. It is a relatively short agreement which does not refer to the Loan Market Association (LMA). The draft includes elements commonly used in syndicated loan transactions. It reflects the involvement of more lenders (including their consent level); tranches; Export Credit Agency (ECA) support; additional fees (including agency fee, security agent fee and ECA premium); and hedging. While the security maintenance covenant in SHIPTERM only applies if the appropriate box has been completed, the starting point in this draft is that the covenant will apply in all transactions. Also included are four annexes which, to some extent, mirror those in SHIPTERM: vessel information, repayment profile, information and financial covenants. The draft does not cover all intra-bank provisions (such as bank sharing provisions and market disruption) as these are not considered relevant for the term sheet. The draft will be shared after the November DC meeting with the sounding board which consists of approximately 100 representatives from the ship owning, banking and legal sectors. The subcommittee will probably need two more meetings to consider comments from the sounding board. The next meeting is scheduled to take place in February in Oslo. The target date for adoption of the syndicated form is May 2018. Members are invited to take note of the above and comment as appropriate.

13

4.3. GENCON 1994 Uniform General Charter We are still gathering names of potential candidates to join the GENCON revision subcommittee. GENCON is one of BIMCO’s “premier” charter parties in widespread use throughout the world. We believe that it is essential that we appoint a subcommittee representing a broad geographical spread and whose members have the prerequisite commercial and legal expertise and sound knowledge of GENCON that this important task requires. We aim to appoint the subcommittee after the November meeting. Once appointed, the subcommittee will begin by preparing a “scope and objectives” paper for the proposed revision. If DC members would like to contribute to this exercise they should do so verbally at our meeting on 14 November 2017 or in writing as soon as possible afterwards. It is hoped to have a first draft ready to present to the Documentary Committee in May 2018. Members are invited to take note of the above information and comment as appropriate.

14

4.4. Arrest Clause

Subcommittee members Mr Piotr Cichocki, Polsteam (Chairperson) Mrs Sara Gillingham, Western Bulk Mrs Ann Shazell, Cargill Ocean Transportation Mr Wolf Gerlach, German Shipowners’ Defence Association Mr Iain Gilchrist, North of England P&I Club

The subcommittee has met twice since the last DC meeting. It has prepared a preliminary draft voyage charter clause (please see draft clause below). Subject to industry demand, a time charter party version will also be developed. The drafting work is at a very early stage of development. The subcommittee would value and appreciate your guidance and feedback on the “direction” the clause should take before they proceed any further. Some points for consideration: Scope - The scope of “Arrest” is wide and currently also cover detentions, including port state control detentions. Right to cancel against only being held liable for direct losses - A compromise has been proposed whereby owners will be held liable only for direct losses arising out of an arrest for which they are responsible. This position differs from many of the arrest clauses used in the market today, in which owners are often held liable for indirect losses as well. As a counter-balance to this compromise, charterers have been given a right to cancel the charter party if the arrest has not been lifted within 14 days. The right to cancel applies only if cargo has not been loaded on board the vessel. Owners’ warranty and liability for breach – the draft clause requires the owners to “confirm” that there are no outstanding claims against the ship that could expose the ship to imminent risk of arrest. This warranty is crucial as charterers will not accept a ship that is likely to be arrested during the voyage. The subcommittee would like the Committee’s guidance as to whether “confirm” is a sufficiently strong term, or whether “warrant” should be used. If the owners do not comply with this “warranty” and are in fact in breach of subclause (b), then charterers would likely be met with the bulk of claims and costs. Many of these claims may be consequential and so cannot be recovered from the owners under the current liability wording. Wording has been added to subclause (f) to ensure that owners will become responsible for consequential costs if in breach of subclause (b). Indemnity - The subcommittee is currently discussing whether the indemnity in subclause (f) should be limited to the act, neglect or default of the charterers or owners respectively, and not extend to those of charterers’ sub-charterers or agents and owners’ managers or agents. The committee will further investigate this issue, particularly in the light of the Global Santosh case. Guidance from the Committee on the best way to address this issue will be very welcome.

15

Members are invited to take note of the above information and comment as appropriate.

16

4.5. REPAIRCON

Subcommittee members Mr Søren Berg, J. Lauritzen (Chairperson) Mr Mikael Abrahamsson, Stena RoRo Mr Donald McLean, Lisnave Ms Nicola Jeanes, Mills & Co Mr Frank Riley, Skuld P&I Club

The revision of REPAIRCON has begun. A first meeting was held in September and another one is scheduled for December. This project also includes the revision of MINREPCON, which is designed for minor repairs afloat at a commercial berth or anchorage. It is intended to be used with sub-contractors who generally would not sign a longer contract, or who would present their own terms and conditions. The subcommittee has discussed the possibility of adapting REPAIRCON for ship conversions. The preliminary conclusion is that it would be difficult to make REPAIRCON usable for conversion work with just a few additional clauses. Ship conversion is a highly specialised area. Arrangements varies from “turn-key” projects where, in accordance with owners’ parameters, a yard is given wide scope to design and undertake required work, to non-design work where the yard works to owners’ specifications. There are several permutations of conversion work. These complexities suggest that it would probably be better to create a standard conversion contract modelled on a newbuilding contract instead. It is hoped to present a first draft of the revised REPAIRCON and possibly also MINREPCON at the next DC meeting in May 2018. Members are invited to take note of the above information.

17

4.6. Quantitative Risk Analysis Clause

Subcommittee members Mr Andrew Bardot, International Group of P&I Clubs Mr Sam Kendall-Marsden, Standard P&I Club Mr Matthew Moore, North P&I Club Mr Mark Hoddinott, ISU Mr Richard Janssen, Smit Salvage Mr Jason Bennett, Ardent Global

Work has begun on the development of a QRA Clause. The International Group of P&I Clubs’ representatives will meet with the International Salvage Union’s representatives after these papers have been circulated. A verbal report of the outcome of their meeting will be given at the DC meeting. Members are invited to take note of the above and comment as appropriate.

18

4.7. Sea Traffic Management Clause

Subcommittee members Professor Mikis Tsimplis, University of Southampton Professor Filippo Lorenzon, University of Southampton TBA

This project is part of the Sea Traffic Management (STM) Validation project partly funded by the EU. The overall objective is to contribute to a safer, more efficient and environmentally friendlier maritime sector by sharing information. The STM project is looking to provide four types of services:

• voyage management

• traffic flow management

• port collaborative decision making

• system wide information management to facilitate data sharing The purpose of the development of a clause is to help validate the pilot project with a contractual tool that can be used to facilitate better voyage management. A subcommittee is being formed at the time of writing. The subcommittee will meet for the first time after the DC meeting. Members are invited to take note of the above.

19

4.8. Monitoring, Reporting and Verifying (MRV) Clause

Subcommittee members Mr Søren Berg, J. Lauritzen Mr Michael Wester, German Shipowners’ Defence Association

At our June meeting it was agreed to form a small subcommittee to investigate a proposed initiative by BIMCO’s Marine committee, to develop a clause addressing the monitoring, reporting and verifying of CO2 emissions data under new EU Regulations. New EU MRV regulation (2015/757) entered into force on 1 July 2015. It requires shipowners and operators to monitor, report and verify CO2 emissions from ships larger than 5,000 gross tonnage on voyages to, from and between EU ports. Data collection will start 1 January 2018. A year later, on 1 January 2019, the IMO fuel consumption data collection system for international shipping will begin its first reporting period. That means that there will eventually be two schemes (with some differences) running in parallel. The subcommittee has concluded that so far there are insufficient risks or responsibilities to allocate between owners and charterers to warrant a standard clause. Under the EU regulation, the obligation to monitor and report on the relevant parameters lies with “the company”. The EU uses a SOLAS-like definition of the Company: “the shipowner or any other organisation or person, such as the manager or the bareboat charterer, which has assumed the responsibility for the operation of the ship from the shipowner”. In most cases, the company will be the Document of Compliance holder. As it is clear from the regulation where the responsibility lies, there seems to be no need to state this in a clause. Furthermore, it is difficult to see that there will be any time losses or costs incurred that need to be allocated contractually. If there is a change of company, for example, in a sale and purchase situation, the new company must ensure that the ship complies with the MRV requirements in relation to the entire reporting period. That means if a ship is sold in June 2018, the new company will be responsible for the reporting from January 2018. The buyers should collect from the sellers the monitoring plan and all relevant data from beginning of the year and to the date of delivery. This can be described in the sale and purchase contract on a case by case basis. We will continue to monitor MRV implementation and should a need for a clause arise the subcommittee is ready to respond. Members are invited to take note of the above information and comment as appropriate.

20

5. Any other Business 5.1. Withdrawal of the Bunker Quality Control Clause for Time Charters As mentioned at the June meeting, the provisions of the BIMCO Bunker Quality Control Clause conflict with the BIMCO Bunker Terms 2015 and its revised version. They are also inconsistent with provisions of the BIMCO suite of Bunker Clauses for Time Charters. To address this inconsistency, the secretariat proposes that the BIMCO Quality Control Clause for Time Charter Parties is formally withdrawn and physically removed from the BIMCO website and associated publications (with reasons given for its withdrawal). Members are invited to take note of the above information and consider formally withdrawing the Quality Control Clause.

6. Date and Place of Next Meeting The next meeting of the Documentary Committee will take place in New York on Wednesday 2 May 2018.

BIMCO BUNKER TERMS 20157

STANDARD BUNKER TERMS AND CONDITIONSCONTRACT General Terms and Conditions

Copyright © 20157 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this document will constitute an infringement of BIMCO’s copyright. For Terms of Use and Explanatory Notes visit www.bimco.org.

Enclosure Item 3.1 DC Meeting 14 Nov 2017

Preamble 1

These General Terms and Conditions shall apply to all deliveries contracted for unless the Sellers expressly 2 confirm otherwise in the Confirmation Note. Each delivery shall constitute a separate contract. 3

1. Definitions 4

Throughout this Contractthese General Terms and Conditions, except where the context otherwise 5

requires, the following definitions shall be applied: 6

“Banking Day” shall mean a day on which banks are open in the places of business of the Sellers and 7

the Buyers and, where a remittance is in US dollars, in New York or, if other than US dollars, in the 8

country of the price currency. 9

“BDN” means Bunker Delivery Note or Bunker Delivery Receipt. 10

“Bunker Tanker” means bunker barge or tanker or tank truck supplying Marine Fuels to the Vessel. 11

“Buyers” means the party stated in the Confirmation Note contracting to purchase, take delivery and 12

pay for the Marine Fuels. 13

“Confirmation Note” means the Sellers’ written confirmation. 14

“Contract” means this contract of salethese General Terms and delivery ofConditions, as amended and 15

supplemented by the Confirmation Note, and the Election Sheet (if applicable) when used for a single 16

agreement to purchase Marine Fuels on the terms hereof as agreed by and between the Parties. 17

“Day/days” means a calendar day(s), unless otherwise stated. 18

“Delivery Period” means the Vessel’s ETA/delivery window as stated in the Confirmation Note 19

“Election Sheet” means an election sheet in the format provided in the Annex A (Election Sheet) to 20

these General Terms and Conditions, as agreed between the Parties. 21

“General Terms and Conditions” means these standard bunker terms and conditions. 22

“Marine Fuels” means products as stated in the Confirmation Note. 23

“Parties” means the Sellers and Buyers collectively. 24

“Party” means Sellers or Buyers. 25

“Sellers” means the Party stated in the Confirmation Note contracting to sell and arrange delivery of 26

the Marine Fuels. 27


STANDARD BUNKER TERMS AND CONDITIONS



“Vessel” means the vessel nominated by the Buyers to receive Marine Fuels. 1

2. Specifications/Grades/Quality 2

(a) The Buyers shall have the sole responsibility for the nomination of the specifications and grades of 3

Marine Fuels fit for use by the Vessel. 4

(b) The Sellers warrant that the Marine Fuels shall be of a homogeneous and stable nature and shall 5

comply with the specifications and grades nominated by the Buyers.agreed between the parties and 6

stated in the Confirmation Note. Unless otherwise agreed in the Confirmation Note, the Marine Fuels 7

shall in all respects comply with the latest edition of ISO Standard 8217 as per the date of the 8

Confirmation Note. 9

3. Quantities/Measurements 10

(a) Subject to the provisions of Sub-clause 6(c) and Clause 9 (Claims) hereunder the quantities of Marine 11

Fuels delivered shall be determinedmeasured from the official gauge or manual sounding or meter of 12

the Bunker Tanker effecting delivery, or in case of delivery ex-wharf, of the shore-meter or the like 13

equipment. 14

(b) The Sellers shall invite the Buyers or their representatives to witness the opening and closing gauge, 15

or manual sounding or meter reading and the taking of bunker temperature of all bunker tanks on 16

the Bunker Tanker and shall be given sufficient information and access to the official gauge or 17

manual soundings or meter of the Bunker Tanker or shore-meter and relevant documentation to 18

verify the volume delivered. The absence of the Buyers or their representatives shall not prejudice 19

the validity of the measurement of the quantities of Marine Fuels delivered. In the event that local 20

bunkering rules and regulations apply mandatorily, these shall take precedence over the provisions 21

of Sub-clauses 3(a) and 3(b). 22

(c) The Marine Fuels to be delivered under thisthe Contract shall be measured and calculated in 23

accordance with the ISO-ASTM-API-IP Petroleum Measurement Tables. 24

4. Sampling 25

(a) The Sellers shall invite the Buyers or their representatives to witness the sampling of Marine Fuels. 26

During bunkering a primary sample shall be drawn at a point, to be mutually agreed between the 27

Sellers and the Buyers or their respective representatives, closest to the Vessel's bunker manifold 28

and otherwise in accordance with the procedures set out in IMO Resolution MEPC.182(59) 29

Guidelines for the Sampling of Fuel Oil for Determination of Compliance with MARPOL 73/78 Annex 30

VI or any subsequent amendments thereto. Each sample shall be thoroughly mixed and carefully 31

divided into a minimum of five (5four (4) identical samples and one sample of each grade of Marine 32





Fuels shall be retained on board the Vessel for MARPOL purposes. The absence of the Buyers or their 1

representatives shall not prejudice the validity of the samples taken. In the event that local 2

bunkering rules and regulations apply mandatorily, these shall take precedence over the provisions 3

of this Sub-clause 4(a). 4

(b) The samples referred to in sub-clause 4(a) shall be securely sealed and provided with labels showing 5

the Vessel's name, identity of delivery facility, product name, delivery date and place and point of 6

sampling and seal number, authenticated with the Vessel's stamp and signed by the Sellers' 7

representative and the Master of the Vessel or the Master’s authorized representative. 8

(c) Two (2) samples shall be retained by the Sellers for minimum forty-five (45) days after delivery of 9

the Marine Fuels to the Vessel or, on being requested in writing by the Buyers, for as long as the 10

Buyers may reasonably require, and the other three (3two (2) samples shall be retained on board the 11

Vessel (one of which shall be for MARPOL purposes). 12

(d) If the quantity is delivered by more than one Bunker Tanker, the sampling procedure shall be 13

repeated as outlined in this Clause 4. 14

5. Delivery 15

(a) Within the Delivery Period: 16

(i) the Sellers shall deliver the Marine Fuels; and 17

(ii) the Buyers shall take delivery of the Marine Fuels shall be made , 18

day and night, Sundays and holidays included, at the port or place of delivery, subject always to the 19

custom of that port or place. 20

(b) The Buyers, or their agents at the port or place of delivery, shall give the Sellers or their 21

representatives at the port or place of delivery, seventy-two (72) and forty-eight (48) hours 22

approximate and twenty-four (24) hours definite notice of the Vessel's arrival and the location and 23

time at which deliveries are requiredrequested. 24

(c) The Sellers shall: 25

(i) be in possession of all permits required to comply with all relevant regulations pertaining to 26

delivery of Marine Fuels at the port or place of delivery, and; 27

(ii) subject to local laws, render all necessary assistance which may be reasonably required to make 28

connections and disconnections between the delivery hose(s) and the Vessel's bunker manifold. 29





(d) The Buyers shall be responsible for making all connections and disconnections between the delivery 1

hose(s) and the Vessel's bunker manifold and to ensure that the hose(s) are properly connected to 2

the Vessel's bunker manifold prior to the commencement of delivery. 3

(e) The Buyers shall ensure that the Vessel is in possession of all certificates required to comply with all 4

relevant regulations pertaining to delivery of the Marine Fuels at the port or place of delivery and 5

that the Master of the Vessel shall: 6

(i) advise the Sellers in writing, prior to delivery, of the maximum allowable pumping rate and 7

pressure and agree on communication and emergency shut-down procedures; 8

(ii) notify the Sellers in writing prior to delivery, of any special conditions, difficulties, peculiarities, 9

deficiencies or defects in respect of and particular to the Vessel which might adversely affect the 10

delivery of the Marine Fuels, and; 11

(iii) provide a free side to receive the Marine Fuels and render all necessary assistance which may 12

reasonably be required to moor or unmoor the Bunker Tanker, as applicable. 13

6. Documentation 14

(a) Before commencement of delivery the Sellers shall present for written acknowledgement by the 15

Master of the Vessel or the Master’s authorised representative, a bunker pre-delivery form or similar 16

document, duly signed by the Sellers or their representative, which shall contain the quantities to 17

be delivered and all information required in accordance with ISO 13739 or any subsequent 18

amendments thereof, including, in particular, the values for: viscosity; density; sulphur content; flash 19

point; and delivery temperature. In addition, and if available, similar information shall be provided 20

for vanadium, ash content, water content and pour point. In the event that local bunkering rules and 21

regulation apply mandatorily, these shall take precedence over the provisions of this Sub-clause (a). 22

(b) Once the delivery is completed and quantities measured, a BDN shall be signed and stamped by the 23

Master of the Vessel or the Master’s authorised representative, and returned to the Sellers, or their 24

representative, as acknowledgement of the actual volume and the actual delivery temperature only 25

and a duplicate copy shall be retained by the Master of the Vessel. This receipt shall contain the 26

following minimum information which is warranted by the Sellers: delivered quantity in volume 27

units; density in kg/m3 at 15 C as per ISO 3675; delivery temperature; flash point; sulphur content 28

in % m/m as per ISO 8754; and viscosity. 29

(c) In the event the Master of the Vessel is not satisfied with the sampling, quantity or any other matter 30

concerning the Marine Fuels or their delivery, the Master shall on completion of delivery: 31





(i) make appropriate remarks in the BDN detailing the complaints and/or referring to a separate 1

letter of protest; or 2

(ii) if remarks in the BDN are not permitted, issue a separate letter of protest, 3

receipt of either of which shall be acknowledged in writing by the Sellers’ representative. 4

7. Price 5

(a) The Sellers’ price of the Marine Fuels is valid only if the Vessel arrives within the Delivery Period and 6

shall be in the amount expressed per unit and in the currency stated in the Confirmation Note for 7

each grade of Marine Fuels delivered into the Vessel's tanks free delivered/ex-wharf as applicable 8

and stated in the Confirmation Note. In the event the price is quoted in volume units, conversion to 9

standard volume shall be at sixty (60) degrees Fahrenheit or at fifteen (15) degrees Celsius. If the 10

Sellers agree to arrange delivery of the Marine Fuels outside the Delivery Period the Sellers shall be 11

entitled to amend the price to take into account prevailing market prices. 12

(b) Any and all additional charges incurred by the Sellers which are for the Buyers' account shall be 13

specified in the Sellers' quotation and in the Confirmation Note and shall include but not be limited 14

to: 15

(i) wharfage charges, barging charges or other similar charges; 16

(ii) mooring charges or port dues, and; 17

(iii) duties, taxes, charges or other costs in the country where delivery takes place. 18

8. Payment 19

(a) Payment for the Marine Fuels shall be made by the Buyers within thirty (30) days or, if otherwise 20

agreed, within the number of days stated in the Confirmation Note after the completion of delivery. 21

In the event payment has been made in advance of delivery, such payment shall be adjusted on the 22

basis of the actual quantities of Marine Fuels delivered and additional payment and/or refund shall 23

be made within seven (7) days after the completion of delivery. 24

(b) Payment shall be made in full, without set-off, counterclaim, deduction and/or discount, and free of 25

bank charges. 26

(c) Payment shall be deemed to have been made on the date the payment is credited to the bank 27

account designated by the Sellers. 28





(d) If payment falls due on a non-Banking Day, then payment shall be made on or before the last Banking 1

Day before the due date. 2

(e) Payment for delivery under the Contract shall satisfy sums owed to the Seller in the following order: 3

(1) recoverable legal and enforcement costs; (2) interest; and (3) invoices from oldest to newest. 4

(f) Any delay in payment and/or refund shall entitle either Party to interest at the rate of two (2) per 5

cent per month or any part thereof or as otherwise agreed as per the Confirmation Note. 6

(g) In the event of non-payment or non-refund, the non-defaulting Party reserves the right to pursue 7

such legal remedies as may be available to them to recover the amount owed. 8

(h) Notwithstanding any agreement to the contrary, payment for any amounts due (whether yet 9

payable or not) under the Contract (or any other contract between the Buyers and the Sellers) will 10

become due immediately and in the event of: 11

(i) bankruptcy, liquidation or suspension of payment (or any of the events stated in Clause 17(a) and 12

(b)) or comparable situation of the Buyers; 13

(ii) any other situation, which in the reasonable discretion of the Sellers is deemed to affect adversely 14

the financial position of the Buyers, 15

the Sellers shall have the option to: 16

(1) demand that the Buyers comply with their obligations under the Contract; and/or 17

(2) demand adequate security; and/or 18

(3) suspend any pending deliveries; and/or 19

(4) withdraw permission to consume the Marine Fuels for the propulsion of the Vessel; and/or 20

(5) terminate the Contract. 21

9. Claims 22

(a) Quantity 23

(i) Any dispute as to the quantity delivered must be noted at the time of delivery in accordance with 24

sub-clause 6(c). If no), and a claim for such quantity dispute ismust be presented to the Sellers by the 25

Buyers in writing within fourteen (14) days from the date of delivery, any (or such number of days as 26





otherwise specified in the Election Sheet), failing either/both of which such claim shall be deemed 1

to be waived and barred. 2

(ii) The Sellers shall have the right to charge the Buyers for all proven additional expenses incurred 3

by the Sellers in connection with the Buyers' failure to take delivery of the full quantity of the Marine 4

Fuels ordered by the Buyers. (with an operational tolerance of +/- two (2) per cent). 5

(iii) The Buyers shall have the right to charge the Sellers for all proven additional expenses incurred 6

by the Buyers in connection with the Sellers’ failure to deliver the full quantity of the Marine Fuels 7

agreed as per the Confirmation Note, (with an operational tolerance of +/- two (2) per cent), unless 8

the quantity is amended by the Master in writing. 9

(b) Quality/Specification 10

(i) Any claim as to the quality or specification of the Marine Fuels must be notified in writing promptly 11

after the circumstances giving rise to such claim have been discovered. If the Buyers do not notify 12

the Sellers of any such claim within thirty (30) days of the date of delivery, (or such number of days 13

as otherwise specified in the Election Sheet), such claim shall be deemed to be waived and barred. 14

(ii) In the event a claim is raised pursuant to sub-clause 9(b)(i), the Parties hereto shall have the 15

quality of the Marine Fuels analysed by a mutually agreed, qualified and independent laboratory. 16

The Buyers have the option tomay request a full ISO 8217 analysis of the parameters of the Marine 17

Fuels in accordance with the specification set out in the Confirmation Note and ISO 4259. The Sellers 18

shall provide the laboratory with one of the samples retained by them as per sub-clause 4(c). The 19

analysis) and the test methods used by the laboratory shall be established by tests in accordance with 20

those set out in ISO 8217 and ISO 4259 or any subsequent amendments thereof.. Unless otherwise 21

agreed, the expensescost of the analysis shall be for the account of the Party whose claim is found 22

wrongunproven by the analysis. 23

(c) Delay 24

In the event of any delay resulting from: 25

(i) the Buyers' failure to give proper notices and/or to comply with the notices given pursuant to sub- 26

clause 5(b) and/or the Buyers' Vessel failing to receive Marine Fuels at the pumping rate and 27

pressure referred to in sub-clause 5(e)(i),); or; 28

(ii) the Sellers' failure to commence delivery of the Marine Fuels promptly in accordance with the Buyers' 29

required delivery time as notified pursuant to sub-clause 5(b) and confirmed by the Seller in writing and/or(ii) 30

the Sellers' failure to deliver the Marine Fuels in accordance with the minimum hourly pumping rate 31

and pressure referred to in the Confirmation Note, ; and/or 32





(iii) where the location and time at which the delivery is requested pursuant to sub-clause 5(b) 1

("Buyer's Requested Delivery Time") is confirmed by the Seller in writing, the Sellers' failure to 2

commence delivery of the Marine Fuels within six (6) hours (or such number of hours as otherwise 3

specified in the Election Sheet) of the Vessel’s arrival (provided such arrival is within the Delivery 4

Period) or the Buyer's Requested Delivery Time, whichever occurs later; or 5

(iv) where the Buyers' Requested Delivery Time is not confirmed by the Seller in writing, the Sellers' 6

failure to commence delivery of the Marine Fuels within twelve (12) hours (or such number of hours 7

as otherwise specified in the Election Sheet) of the Vessel’s arrival (provided such arrival is within 8

the Delivery Period) or the Buyer's Requested Delivery Time, whichever occurs later, 9

then the Party suffering such delay shall be entitled to compensation from the other Party for any 10

documented loss suffered as a result of that delay. 11

(d) Exclusions 12

Other than those mentioned above, neither the Buyers nor the Sellers shall be liable to the other Party for: 13

(i) any loss of profit, loss of use or loss of production whatsoever and whether arising directly or indirectly 14 from the performance or non-performance of this Contract, and whether or not the same is due to negligence 15 or any other fault on the part of either Party, their servants or agents, or 16

(ii) any consequential loss or damage for any reason whatsoever, whether or not the same is due to any 17 breach of contract, negligence or any other fault on the part of either Party, their servants or agents. 18

(d) Time Bar 19

In each and every case any and all claims, except those under Sub-clauses 9(a)(i) and 9(b)(i), by the 20

Buyers shall be time barred unless arbitration proceedings have been commenced in accordance 21

with Clause 22 (Dispute Resolution) hereof within twelve (12) months of the date of delivery of the 22

bunkersMarine Fuels or the day that delivery should have commenced as per the Confirmation Note. 23

10. Risk/Title 24

(a)* Risk and title in the Marine Fuels shall pass to the Buyers once the Marine Fuels have passed the 25

Sellers' flange connected to the Vessel's bunker manifold. 26

(b))* Risk in the Marine Fuels shall pass to the Buyers once the Marine Fuels have passed the Sellers' 27

flange connected to the Vessel's bunker manifold. Title to the Marine Fuels shall pass to the Buyers 28

upon payment for the value of the Marine Fuels delivered, pursuant to the terms of Clause 8 (Payment) 29

hereofof all sums due to the Sellers under the Contract. Until such time as payment is made, on behalf 30

of themselves and the Vessel, the Buyers agree that they are in possession of the Marine Fuels solely 31

as bailee for the Sellers. If, prior to payment, the Sellers' Marine Fuels are commingled with other 32





marine fuels on board the Vessel, title to the Marine Fuels shall remain with the Sellers 1

corresponding to the quantity of the Marine Fuels delivered. The above is without prejudice to such 2

other rights as the Sellers may have under the laws of the governing jurisdiction against the Buyers 3

or the Vessel in the event of non-payment. 4

*subclauses (a) and (b) are alternatives. Indicate agreed alternative in the Election Sheet. If neither 5

(a) or (b) is stated then subclause (b) shall apply. 6

(c) The Buyers have the Sellers’ permission to consume the Marine Fuels for propulsion of the Vessel. 7

11. Compliance with Laws and Regulations 8

The Parties will not do or permit to be done anything which might cause any breach or infringement 9

of the laws and regulations of the Flag State of the Vessel or the country of incorporation of the 10

Sellers, or of the places where the Vessel tradesor the Sellers trade or takes bunkersMarine Fuels 11

under the Contract. 12

12. Sanctions Compliance Clause 13

(a) In thisthe Contract the following provisions shall apply where“Sanctions Laws” means any sanction, 14

prohibition or restriction is imposed on any specified persons, entities or bodies including by the 15

designation of any specified vessels or fleets under United Nations Resolutions or trade or economic 16

sanctions, laws or regulations of the , the European Union, the United Kingdom or the United States of 17

America, including but not limited to the US Department of the Treasury Office of Foreign Asset 18

Control (“OFAC”) including the OFAC Specially Designated Nationals or Blocked Persons List (SDN) 19

and the US Department of State. 20

(b) The Buyers and the Sellers each warrant that at the date of entering into thisthe Contract and 21

continuing until delivery of the Marine Fuels and Payment by the Buyers to the Sellers in full: 22

(i) neither Party is subject to any of the sanctions, prohibitions, restrictions or designationSanctions Laws 23

referred to in sub-clause 12(a) which prohibit or render unlawful any performance under thisthe 24

Contract; 25

(ii) the Sellers are selling and the Buyers are purchasing the Marine Fuels as principals and not as 26

agent, trustee or nominee of any person with whom transactions are prohibited or restricted under 27

sub-clause 12(a); 28

(iii) the Buyers further warrant that the Vessel is not a designated vessel and is not and will not be 29

chartered to any entity or transport any cargo contrary to the restrictions or prohibitions in sub- 30

clause 12(a) above. 31





(iv) the Sellers further warrant that the Marine Fuels are not of an origin or have been exported as a 1

product from a place that is subject to any of the sanctions, prohibitions, restrictions or 2

designationSanctions Laws referred to in sub-clause 12(a) above. 3

(c) If at any time during the performance of thisthe Contract either Party becomes aware that the other 4

Party is in breach of warranty as aforesaid, the Party not in breach shall comply with the laws and 5

regulations of any Government to which that Party or the Vessel is subject and follow any orders or 6

directions which may be given by any regulatory or administrative body, acting with powers to 7

compel compliance. In the absence of any such orders, directions, laws or regulations, the Party not 8

in breach may terminate thisthe Contract forthwith. 9

(d) Notwithstanding anything to the contrary in this Clause, Buyers and Sellers shall not be required to 10

do anything which constitutes a violation of the laws and regulations of any State to which either of 11

them is subject. 12

(e) The Buyers and the Sellers shall be liable to indemnify the other Party against any and all claims, 13

including return of any Payment, losses, damage, costs and fines whatsoever suffered by the other 14

Party resulting from any breach of warranty as aforesaid and in accordance with thisthe Contract. 15

13. Anti-Corruption Clause 16

(a) The parties agree that in connection with the performance of any Contract they shall each: 17

18

(i) comply at all times with all applicable anti-corruption legislation and have procedures in place 19

that are, to the best of its knowledge and belief, designed to prevent the commission of any 20

offence under such legislation by any member of its organisation or by any person providing 21

services for it or on its behalf; and 22

23

(ii) make and keep books, records, and accounts which in reasonable detail accurately and fairly 24

reflect the transactions in connection with any Contract. 25

26

(b) If a demand for payment, goods or any other thing of value (“Demand”) is made to either Party by 27

any official, any contractor or sub-contractor engaged by or acting on behalf of either Party or any 28

other person not employed by either Party and it appears that meeting such Demand would 29

breach any applicable anti-corruption legislation, then the Party receiving the Demand shall notify 30

the other Party as soon as practicable and the Parties shall cooperate in taking reasonable steps to 31

resist the Demand. 32

33





(c) If either party fails to comply with any applicable anti-corruption legislation it shall defend and 1

indemnify the other party against any fine, penalty, liability, loss or damage and for any related 2

costs (including, without limitation, court costs and legal fees) arising from such breach. 3

4

(d) Without prejudice to any of its other rights under any Contract, either party may terminate a 5

Contract without incurring any liability to the other party if: 6

7

(i) at any time the other party or any member of its organisation has committed a breach of any 8

applicable anti-corruption legislation in connection with any Contract; and 9

10

(ii) such breach causes the non-breaching party to be in breach of any applicable anti-corruption 11

legislation. 12

13

Any such right to terminate must be exercised without undue delay. 14

15

(e) Each Party represents and warrants that in connection with the negotiation of any Contract neither 16

it nor any member of its organisation has committed any breach of applicable anti-corruption 17

legislation. Breach of this Sub-clause 13(e) shall entitle the other party to terminate a Contract 18

without incurring any liability to the other. 19

14. Indemnity 20

(a) Without prejudice to any other claims arising hereunder or in connection herewith and 21

notwithstanding the provisions of sub-clause 9(d), if loss is suffered or a liability is incurred by either 22

Party hereto as a direct result of compliance with directions given by the other Party, during or for 23

the purposes of the Parties' obligations hereunder, then the injured party is to be indemnified by 24

the other in respect of such loss or liability; unless such loss or liability arises due to a negligent act 25

or omission by the Party incurring the loss or liability. 26

(b) Where claims arise under sub-clause 9(c) and sub-clause 1314(a), compensation payable in 27

accordance with sub-clause 9(c) shall be taken into account in assessing sums payable under sub- 28

clause 1314(a). 29

1415. Liability 30

(a) Neither the Buyers nor the Sellers shall be liable to the other Party for: 31

(i) any loss of profit, loss of use or loss of production whatsoever and whether arising directly or 32

indirectly from the performance or non-performance of the Contract, and whether or not the same 33

is due to negligence or any other fault on the part of either Party, their servants or agents, and 34





(ii) any indirect or consequential loss whatsoever arising out of or in connection with the 1

performance or non-performance of the Contract, whether or not the same is due to any breach of 2

contract, negligence or any other fault on the part of either Party, their servants or agents. 3

(b) Notwithstanding any other provision in the Contract, the liability of either party, whatsoever or 4

howsoever caused, shall (unless otherwise agreed in the Election Sheet) not exceed the invoice value 5

of the Marine Fuels or USD 500,000, whichever is the higher figure, subject to anything stated in the 6

Election Sheet or otherwise agreed by the Parties. 7

16. Force Majeure 8

Neither Party shall be liable for any loss, damage or delay due to any of the following force majeure 9

events and/or conditions at the port of delivery which could not reasonably be foreseen at the time 10

of entering into the Contract or guarded against to the extent the Party invoking force majeure is 11

prevented or hindered from performing any or all of their obligations under thisthe Contract, 12

provided they have made all reasonable efforts to avoid, minimize or prevent the effect of such 13

events and/or conditions: 14

(a) acts of God; 15

(b) any Government requisition, control, intervention, requirement or interference; 16

(c) any circumstances arising out of war, threatened act of war or warlike operations, acts of 17

terrorism, sabotage or piracy, or the consequences thereof; 18

(d) riots, civil commotion, blockades or embargoes; 19

(e) epidemics; 20

(f) earthquakes, landslides, floods or other extraordinary weather conditions; 21

(g) strikes, lockouts or other industrial action, unless limited to the employees of the Party seeking to 22

invoke force majeure; 23

(h) fire, accident, explosion - except where caused by negligence of the Party seeking to invoke force 24

majeure; 25

(i) any other similar cause beyond the reasonable control of either Party. 26

The party seeking to invoke force majeure shall notify the other Party in writing within two (2) Days 27

of the occurrence of any such event/condition. 28





1517. Termination 1

Without prejudice to accrued rights hereunder, either Party hereto shall be entitled to terminate 2

thisthe Contract in the event of: 3

(a) any application being made or any proceedings being commenced, or any order or judgment being 4

given by any court, for 5

(i) the winding up, dissolution, liquidation or bankruptcy of either Party (otherwise than for the 6

purpose of reconstruction or amalgamation) or if a receiver or administrator is appointed, or if it 7

suspends payment, ceases to carry on business or makes any special arrangement or composition 8

with its creditors; or 9

(ii) the appointment of a receiver, liquidator, trustee, administrator, administrative receiver or 10

similar functionary of the other Party of all or a substantial part of its assets (otherwise than for the 11

purpose of a reconstruction or amalgamation); or 12

(b) any act being done or event occurring which, under the applicable law thereof, has a substantially 13

similar effect to any of the said acts or events described above; or 14

(c) either Party is in breach of the provisions of Clause 12 (Sanctions Compliance Clause) (if applicable); 15

or 16

(d) either Party is in breach of any material provision under the Contract; or 17

(e) if a force majeure event as defined in Clause 1416 (Force Majeure) prevents or hinders the 18

performance of the Contract for a period exceeding ten (10) consecutive days from the time at which 19

the impediment begins to prevent performance if notice is given without delay or, if notice is not 20

given without delay, from the time at which notice thereof reaches the other Party. 21

1618. Pollution 22

(a) In the event of any spillage (which for the purpose of this Clause shall mean any leakage, escape, 23

spillage or overflow of the Marine Fuels) causing or likely to cause pollution occurring at any stage 24

of the bunkering operation, the Buyers and the Sellers shall jointly, and regardless as to whether the 25

Buyers or the Sellers are responsible, immediately take such actions as are reasonably necessary to 26

effect clean up and which shall always be conducted in accordance with such local laws and 27

regulations which may compulsorily apply. 28

(b) Where it is a compulsory requirement of the law of the port or place of delivery of the Marine Fuels 29

that the Sellers shall have in place their own oil spill contingency plans, the Sellers shall ensure that 30

they have in place valid oil spill contingency plans. 31





(c) The Sellers Each Party hereby guaranteeguarantees payment of and/or agreeagrees to indemnify and 1

hold the Buyersother Party harmless for any claims, losses, damages, expenses, penalties or other 2

liabilities incurred by the Buyers(including but not limited to those incurred under any state, national 3

or international oil pollution legislation,), as a result of any spillage occurring whilst the Marine Fuels are 4

being transported directly or indirectly to or from the Vessel's bunker manifold except to the extent that arising 5

out of or in connection with the performance of the Contract where such spillage is caused or 6

contributed to by that Party. To the extent that such spillage is caused or contributed to by any fault 7

on the part of the Buyers. The Buyersboth Parties, each Party shall similarly indemnify the Sellers where 8

any such spillage occurs once risk in the Marine Fuels has passed to the Buyers except to the extent that such 9

spillage is caused by anyother Party for its respective degree of fault on the part of the Sellers. . 10

(d) The Sellers shall use their best endeavours to ensure that the owners of the Bunker Tanker are fully 11

insured for oil spill liabilities as required by statutory rules or regulations. If such coverage or 12

insurance is not obtained by the owners of the Bunker Tanker, it shall be the sole responsibility of 13

the Sellers to establish such coverage for their account. Proof and conditions of such coverage, 14

whether established by the bunkerMarine Fuels supplying company or by the Sellers shall be made 15

available to the Buyers at their request, as soon as practically possible. 16

1719. Drugs and Alcohol Policy 17

(a) Each Party shall enforce a company drug and alcohol policy on board the Vessel and the Bunker 18

Tanker and, in the case of the Sellers, also in their facilities. 19

(b) Such company drug and alcohol policies shall meet or exceed the standards in the International 20

Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978, as 21

amended. 22

(c) The Buyers' personnel shall comply with the Sellers’ policy in the Seller’s facilities or on board the 23

Bunker Tanker, and the Seller’s personnel shall comply with the Buyer’s policy when on board the 24

Vessel. 25

(d) Both Parties acknowledge and agree that the selling, possession, distribution, use or being under the 26

influence of alcohol or any controlled substance or dangerous drugs other than those medically 27

prescribed is prohibited. 28

1820. Confidentiality 29

(a) Neither Party shall disclose to third parties any confidential information relating to pre-contractual 30

discussions and/or the terms and conditions of thisthe Contract, except with the prior written 31

consent of the other Party, or to the extent required by law, or by a request of a government or its 32

agency thereof. 33





(b) The Parties shall take reasonable precautions to ensure that no unauthorised disclosure of 1

confidential information takes place. 2

(c) If a Party is uncertain as to whether information is confidential, the Sellers or the Buyers (as the case 3

may be) shall consult with the other Party. 4

(d) Should either Party be required by law to disclose confidential information, the disclosing Party will, 5

where permitted, notify the other party and shall disclose only the minimum confidential 6

information required to satisfy legal requirements. 7

(e) Information is not confidential for the purposes of this Clause if it was in the possession of the Party 8

prior to receipt from the other Party; becomes publicly available other than as a result of a breach 9

of thisthe Contract by one of the Parties; or is lawfully received from a third party. 10

(f) This Clause shall survive termination of thisthe Contract. 11

1921. Third Party Rights 12

No third parties may enforce any term of thisthe Contract. 13

2022. Assignment 14

Neitherneither Party shall assign any of their rights under thisthe Contract without the prior written 15

consent of the other Party, such consent not to be unreasonably withheld or delayed, or unless 16

otherwise agreed in the Election Sheet. 17

2123. Partial Validity 18

If any provision of thisthe Contract is or becomes or is held to be illegal, invalid or unenforceable in 19

any respect under any law or jurisdiction, the provision shall be deemed to be amended to the extent 20

necessary to avoid such illegality, invalidity or unenforceability, or, if such amendment is not 21

possible, the provision shall be deemed to be deleted from thisthe Contract to the extent of such 22

illegality, invalidity or unenforceability, and the remaining provisions shall continue in full force and 23

effect and shall not in any way be affected or impaired thereby. 24

24. BIMCO Standard Dispute Resolution Clause 2016 25

(a)* The Contract shall be governed by and construed in accordance with English law and any dispute 26

arising out of or in connection with the Contract shall be referred to arbitration in London in 27

accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save 28

to the extent necessary to give effect to the provisions of this Clause. 29





The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association 1

(LMAA) Terms current at the time when the arbitration proceedings are commenced. 2

The reference shall be to three arbitrators. A Party wishing to refer a dispute to arbitration shall 3

appoint its arbitrator and send notice of such appointment in writing to the other Party requiring 4

the other Party to appoint its own arbitrator within fourteen (14) calendar days of that notice and 5

stating that it will appoint its arbitrator as sole arbitrator unless the other Party appoints its own 6

arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other 7

Party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) 8

days specified, the Party referring a dispute to arbitration may, without the requirement of any 9

further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the 10

other Party accordingly. The award of the sole arbitrator shall be binding on both Parties as if the 11

arbitrator had been appointed by agreement. 12

Nothing herein shall prevent the Parties agreeing in writing to vary these provisions to provide for 13

the appointment of a sole arbitrator. 14

In cases where neither the claim nor any counterclaim exceeds the sum of USD 100,000 (or such 15

other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA 16

Small Claims Procedure current at the time when the arbitration proceedings are commenced. 17

(b)* The Contract shall be governed by US maritime law or, if the Contract is not a maritime contract 18

under US law, by the laws of the State of New York. Any dispute arising out of or in connection with 19

the Contract shall be referred to three (3) persons at New York, one to be appointed by each of the 20

parties hereto, and the third by the two so chosen. The decision of the arbitrators or any two of 21

them shall be final, and for the purposes of enforcing any award, judgment may be entered on an 22

award by any court of competent jurisdiction. The proceedings shall be conducted in accordance 23

with the SMA Rules current as of the date of the Contract. 24


other sum as the parties may agree) the arbitration shall be conducted in accordance with the SMA 26

Rules for Shortened Arbitration Procedure current as of the date of the Contract. 27

(c)* The Contract shall be governed by and construed in accordance with Singapore**/English** law. 28

Any dispute arising out of or in connection with the Contract, including any question regarding its 29

existence, validity or termination shall be referred to and finally resolved by arbitration in Singapore 30

in accordance with the Singapore International Arbitration Act (Chapter 143A) and any statutory 31

modification or re-enactment thereof save to the extent necessary to give effect to the provisions 32

of this Clause. 33





The arbitration shall be conducted in accordance with the Arbitration Rules of the Singapore 1

Chamber of Maritime Arbitration (SCMA) current at the time when the arbitration proceedings are 2

commenced. 3

The reference to arbitration of disputes under this clause shall be to three arbitrators. A Party 4

wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such 5

appointment in writing to the other Party requiring the other Party to appoint its own arbitrator and 6

give notice that it has done so within fourteen (14) calendar days of that notice and stating that it 7

will appoint its own arbitrator as sole arbitrator unless the other Party appoints its own arbitrator 8

and gives notice that it has done so within the fourteen (14) days specified. If the other Party does 9

not give notice that it has done so within the fourteen (14) days specified, the Party referring a 10

dispute to arbitration may, without the requirement of any further prior notice to the other Party, 11

appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a 12

sole arbitrator shall be binding on both Parties as if the arbitrator had been appointed by agreement. 13

Nothing herein shall prevent the Parties agreeing in writing to vary these provisions to provide for 14

the appointment of a sole arbitrator. 15


other sum as the Parties may agree) the arbitration shall be conducted before a single arbitrator in 17

accordance with the SCMA Small Claims Procedure current at the time when the arbitration 18

proceedings are commenced. 19

(d)* The Contract shall be governed by and construed in accordance with the laws of the place mutually 20

agreed by the Parties and any dispute arising out of or in connection with the Contract shall be 21

referred to arbitration at a mutually agreed place, subject to the procedures applicable there. 22

(e) The parties may agree at any time to refer to mediation any difference and/or dispute arising out of 23

or in connection with the Contract. In the case of any dispute in respect of which arbitration has 24

been commenced under subclause (a), (c) or (d), the following shall apply: 25

(i) Either Party may at any time and from time to time elect to refer the dispute or part of the dispute 26

to mediation by service on the other Party of a written notice (the “Mediation Notice”) calling on 27

the other Party to agree to mediation. 28

(ii) The other Party shall thereupon within fourteen (14) calendar days of receipt of the Mediation 29

Notice confirm that they agree to mediation, in which case the Parties shall thereafter agree a 30

mediator within a further fourteen (14) calendar days, failing which on the application of either Party 31

a mediator will be appointed promptly by the Arbitration Tribunal (“the Tribunal”) or such person as 32

the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in 33





accordance with such procedure and on such terms as the Parties may agree or, in the event of 1

disagreement, as may be set by the mediator. 2

(iii) If the other Party does not agree to mediate, that fact may be brought to the attention of the 3

Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration 4

as between the Parties. 5

(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it 6

considers necessary to protect its interest. 7

(v) Either Party may advise the Tribunal that they have agreed to mediation. The arbitration 8

procedure shall continue during the conduct of the mediation but the Tribunal may take the 9

mediation timetable into account when setting the timetable for steps in the arbitration. 10

(vi) Unless otherwise agreed or specified in the mediation terms, each Party shall bear its own costs 11

incurred in the mediation and the Parties shall share equally the mediator’s costs and expenses. 12

(vii) The mediation process shall be without prejudice and confidential and no information or 13

documents disclosed during it shall be revealed to the Tribunal except to the extent that they are 14

disclosable under the law and procedure governing the arbitration. 15

(Note: The Parties should be aware that the mediation process may not necessarily interrupt time 16

limits.) 17

*Subclauses (a), (b), (c) and (d) are alternatives to be specified in the Election Sheet; if this Clause 18

has been incorporated into the Contract without an express choice of law and arbitration forum 19

chosen from subclauses (a), (b), (c) and (d), then sub-clause (a) of this Clause shall apply. Subclause 20

(e) shall apply in all cases except for alternative (b). 21

**Singapore and English law are alternatives; if subclause (c) is agreed also indicate choice of 22

Singapore or English law. If neither or both are indicated, then English law shall apply by default. 23

2325. Notices 24

Any Party giving notice under thisthe Contract shall ensure that it is effectively given and such notice 25

shall be treated as received during the recipients’ office hours. If such notice is sent outside the 26

recipients’ office hours it shall be treated as received during the recipients’ next working day. 27

2426. Entire Agreement and Priority of Terms 28

(a) The written terms of thisthe Contract comprise the entire agreement between the Buyers and the 29

Sellers in relation to the sale and purchase of the Marine Fuels and supersede all previous 30





agreements whether oral or written between the Parties in relation thereto. No amendments to a 1

Contract may be made unless agreed by both Parties in writing. 2

(b) Each of the Parties acknowledges that in entering into thisthe Contract it has not relied on and shall 3

have no right or remedy in respect of any statement, representation, assurance or warranty 4

(whether or not made negligently) other than as is expressly set out in thisthe Contract. 5

(c) Any terms implied into thisthe Contract by any applicable statute or law are hereby excluded to the 6

extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any 7

liability for fraud by any Party to the Contract. 8

(d) In the event of a conflict of conditions between any of the provisions of these General Terms and Conditions and the Election Sheet, the provisions of the Election Sheet shall prevail over the provisions of these Terms and Conditions. If there is a conflict of conditions between any of the provisions of these General Terms and Conditions, the Election Sheet and the Confirmation Note respectively, the provisions of the Confirmation Note shall prevail over these General Terms and Conditions and the Election Sheet to the extent of such conflict, but no further.

BIMCO BUNKER TERMS 2017 - ANNEX A (ELECTION SHEET)

Copyright © 20152017 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this document will constitute an infringement of BIMCO’s

copyright. For TermsConditions of Use and Explanatory Notes visit www.bimco.org.

Customisation of Provisions in the BIMCO BUNKER TERMS 2017

Name of Seller (the “Seller”) [ ] Name of Buyer (“Buyer”) [ ]

Effective Date (state effective date of agreement) [ ]

If any of the following elections are left blank, then the default provisions of the BIMCO BUNKER TERMS 2017 shall apply.

Clause 9 (Claims)

Clause 9(a)(i):

Number of days for presenting a quantity claim: [ ] days

Clause 9(b)(i): Number of days for notifying a quality claim: [ ] days

Clause 9(c)(iii) State number of hours to apply [ ]

Clause 10 (Risk/Title)

State if (a) or (b) to apply [ ]

Clause 12 (Sanctions compliance clause)

If ticked here [ ] Clause 12 shall not apply

Clause 15 (Limitation of liability)

State maximum liability amount and currency [ ]

Clause 22 (Assignment) Sellers may assign the following rights under the Contract:

Buyers may assign the following rights under the Contract: Clause 24 (Dispute Resolution Clause)

State choice of law and arbitration venue to apply (a) English law, London arbitration, (b) US law, New York arbitration, (c) Singapore/English law, Singapore arbitration or (d) Free choice [ ]

If (d) state applicable law and arbitration forum [ ]

If (c) state if English or Singapore law to apply [ ]

Alternative method of dispute resolution

If ticked here [ ] Clause 24 shall not apply

State applicable law and jurisdiction [ ]

Additional clauses

Add text here [ ]

Executed by the duly authorised representative of each party effective as of the Effective Date:

Seller Buyer

[Name of Party]

[Name of Party]

BARECON 2017 Standard Bareboat Charter Party DRAFT NO. 9, 17 October 2017

1 Copyright © 2017 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this document will constitute an infringement of BIMCO’s copyright. For Explanatory Notes visit www.bimco.org.

1. Place and date

2. Owners (Cl. 1)

(i) Name

(ii) Place of registered office

(iii) Law of registry

3. Charterers (Cl. 1)

(i) Name

(ii) Place of registered office

(iii) Law of registry

4. Vessel (Cl. 1 and 3)

(i) Name

(ii) IMO number

(iii) Flag State

(iv) Type

(v) GT/NT

(vi) Summer DWT

(vii) When/where built

(viii) Classification Society

5. Date of last special survey by the Vessel’s Classification Society

6. Validity of class certificates (state number of months to apply)

(i) Delivery (Cl. 3)

(ii) Redelivery (Cl. 10)

7. Latent Defects (state number of months to apply) (Cl. 3)

8. Port or Place of delivery (Cl. 3)

9. Delivery Notices (Cl. 4)

___ days’ approximate and ____ days’ definite

10. Time for delivery (Cl. 4)

11. Cancelling date (Cl. 4, 5)

12. Port or Place of redelivery (Cl. 10)

13. Redelivery Notices (Cl. 10)

___ days’ approximate and ____ days’ definite

14. Trading limits (Cl. 11)

15. Bunker fuels, unused oils and greases (optional, state if (a) (actual net price), or (b) (current net market price) to apply) (Cl. 9)

16. Charter period (Cl. 2)

17. Charter hire (state currency and amount) (Cl. 2, 10 and 15)

(i) Charter hire

(ii) Charter hire for optional period

18. Optional period and notice (Cl. 2)

(i) State extension period in months

(ii) State when declarable



19. Rate of interest payable (Cl. 15(g))

20. Owners’ bank details (state beneficiary and bank account) (Cl. 15)

21. New class and other regulatory requirements (Cl. 13(2)(ii))

(i) State if 13(b)(ii)(1) or (2) to apply

(ii) Threshold amount (AMT)

(iii) Vessel’s expected remaining life (VEL) in years

22. Mortgage(s), if any (state if 16(a) or (b) to apply; if 16(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business) (Cl. 16)

23. Insured Total Loss value (Cl. 17)

24. Insuring party (state if Cl. 17(b) (Charterers to insure) or Cl. 17(c) (Owners to insure) to apply)

25. Performance guarantee (state amount and entity) (Cl. 27) (optional)

26. Dispute Resolution (state 33(a), 33(b), 33(c) or 33(d); if 33(c) is agreed, state Singapore or English law; if 33(d) is agreed, state governing law and place of arbitration) (Cl. 33)

27. Newbuilding Vessel (if Part III is to apply, complete details below) (optional)

(i) Name of Builders

(ii) Hull number

(iii) Date of newbuilding contract

(iv) Liquidated damages for physical defects or deficiencies (state party)

(v) Liquidated damages for delay in delivery (state party)

28. Purchase Option (state if Purchase Option in Part IV to apply) (optional)

Yes/No

29. Bareboat Charter Registry (if Part V is to apply, complete details below) (optional)

(i) Underlying Registry

(ii) Bareboat Charter Registry

30. Notices to Owners (state full style details for serving notices) (Cl. 34)

31. Notices to Charterers (state full style details for serving notices) (Cl. 34)

It is mutually agreed that this Charter Party shall be performed subject to the conditions contained in this Charter Party which shall include PART I and PART II. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter Party if expressly agreed and stated in Box 27, 28 and 29. If PART III and/or PART IV and/or PART V applies, it is further agreed that in the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.



Signature (Owners)

Signature (Charterers)



1. Definitions 1

In this Charter Party: 2

“Banking Day” means a day on which banks are open in the places stated in Boxes 2, 3, 30 and 31, and, 3

for payments in US dollars, in New York. 4

“Charterers” means the party identified in Box 3. 5

“Crew” means the Master, officers and ratings and any other personnel employed on board the Vessel. 6

“Financial Instrument” means the mortgage, deed of covenant or other such financial security instrument 7

as identified in Box 22. 8

“Flag State” means the flag state in Box 4 or such other flag state to which the Charterers may have re-9

registered the Vessel with the Owners’ consent during the Charter Period. 10

“Latent Defect” means a defect which could not be discovered on such an examination as a reasonably 11

careful skilled person would make. 12

“Owners” means the party identified in Box 2. 13

“Total Loss” means an actual, constructive, compromised or agreed total loss of the Vessel under the 14

insurances. 15

“Vessel” means the vessel described in Box 4 including its equipment, machinery, boilers, fixtures and 16

fittings. 17

2. Charter Period 18

The Owners have agreed to let and the Charterers have agreed to hire the Vessel for the period stated in 19

Box 16 (“Charter Period”). 20

The Charterers shall have the option to extend the Charter Period by the period stated in Box 18(i) at the 21

rate stated in Box 17(ii), which option shall be exercised by written notice to the Owners latest as stated 22

in Box 18(ii). 23

Subject to the terms and conditions herein provided, during the Charter Period the Vessel shall be in the 24

full possession and at the absolute disposal for all purposes of the Charterers and under their complete 25

control in every respect. 26

3. Delivery 27

(not applicable when Part III applies, as stated in Box 27) 28

(a) The Owners shall deliver the Vessel in a seaworthy condition and in every respect ready for service under 29

this Charter Party and in accordance with the particulars stated in Boxes 4 to 6. 30

If the Charterers have inspected the Vessel prior to delivery, the Vessel shall be delivered by the Owners 31

in the same condition as at the time of inspection, fair wear and tear excepted. 32

The Vessel shall be delivered by the Owners and taken over by the Charterers at the port or place stated 33

in Box 8 in such readily accessible safe berth or mooring as the Charterers may direct. 34

(b) The Vessel shall be properly documented on delivery in accordance with the laws and regulations of the 35

Flag State and the requirements of the Classification Society stated in Box 4. The Vessel upon delivery 36



shall have her survey cycles up to date and class certificates valid and unextended for at least the number 37

of months stated in Box 6 free of any conditions or recommendations. If Box 6 is not filled in, then six (6) 38

months shall apply. 39

(c) The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall 40

constitute a full performance by the Owners of all the Owners’ obligations under this Clause, and 41

thereafter the Charterers shall not be entitled to make or assert any claim against the Owners on account 42

of any conditions, representations or warranties expressed or implied with respect to the Vessel but the 43

Owners shall be liable for the cost of but not the time for repairs or renewals arising out of Latent Defects 44

in the Vessel existing at the time of delivery under this Charter Party, provided such Latent Defects 45

manifest themselves within the number of months after delivery stated in Box 7. If Box 7 is not filled in, 46

then twelve (12) months shall apply. 47

4. Time for Delivery 48


The Vessel shall not be delivered before the date stated in Box 10 without the Charterers’ consent and 50

the Owners shall exercise due diligence to deliver the Vessel not later than the date stated in Box 11. 51

The Owners shall keep the Charterers informed of the Vessel’s itinerary for the voyage leading up to 52

delivery and shall serve the Charterers with the number of days approximate/definite notices of the 53

Vessel’s delivery stated in Box 9. Following the tender of any such notices the Owners shall give or allow 54

to be given to the Vessel only such further employment orders as are reasonably expected when given 55

to allow delivery to occur by the date notified. 56

5. Cancelling 57


(a) Should the Vessel not be delivered by the cancelling date stated in Box 11, the Charterers shall have the 59

option of cancelling this Charter Party. 60

(b) If it appears that the Vessel will be delayed beyond the cancelling date, the Owners may, as soon as they 61

are in a position to state with reasonable certainty the day on which the Vessel should be ready, give 62

notice thereof to the Charterers asking whether they will exercise their option of cancelling, and the 63

option must then be declared within three (3) Banking Days of the receipt by the Charterers of such 64

notice. If the Charterers do not then exercise their option of cancelling, the readiness date stated in the 65

Owners’ notice shall be substituted for the cancelling date stated in Box 11 for the purpose of this Clause 66

5 (Cancelling). 67

(c) Cancellation under this Clause 5 (Cancelling) shall be without prejudice to any claim the Charterers may 68

otherwise have against the Owners under this Charter Party. 69

6. Familiarisation 70

(a) The Charterers shall have the right to place a maximum of two (2) representatives on board the Vessel 71

at their sole risk and expense for a reasonable period prior to the delivery of the Vessel. 72

The Charterers and the Charterers’ representatives shall sign the Owners’ usual letter of indemnity 73

prior to embarkation. 74

(b) The Owners shall have the right to place a maximum of two (2) representatives on board the Vessel at 75

their sole risk and expense for a reasonable period prior to the redelivery of the Vessel. 76



The Owners and the Owners’ representatives shall sign the Charterers’ usual letter of indemnity prior to 77

embarkation. 78

(c) Such representatives shall be on board for the purpose of familiarisation and in the capacity of observers 79

only, and they shall not interfere in any respect with the operation of the Vessel. 80

7. Surveys on Delivery and Redelivery 81

(a) The Owners and Charterers shall each appoint and pay for their respective surveyors for the purpose of 82

determining and agreeing in writing the condition of the Vessel at the time of delivery and redelivery 83

hereunder. The Owners shall bear all the Vessel’s expenses related to the On-hire Survey including loss 84

of time, if any. The Charterers shall bear all the Vessel’s expenses related to the Off-hire Survey including 85

loss of time, if any. 86

(b) Divers inspection on delivery/re-delivery 87

The Charterers shall have the option at delivery and the Owners shall have the option at redelivery, at 88

their respective time, cost and expense, to arrange for an underwater inspection by a diver approved by 89

the Classification Society, in the presence of a Classification Society surveyor, to determine the condition 90

of the rudder, propeller, bottom and other underwater parts of the Vessel. 91

8. Inventories 92

A complete inventory of the Vessel’s equipment, outfit, spare parts and consumable stores on board the 93

Vessel shall be made by the parties on delivery and redelivery of the Vessel. 94

9. Bunker fuels, oils and greases 95

The Charterers and the Owners, respectively, shall at the time of delivery and redelivery take over and 96

pay for all bunker fuels and unused lubricating and hydraulic oils and greases in storage tanks and 97

unopened drums at: 98

(a)* The actual price paid (excluding barging expenses) as evidenced by invoices or vouchers. 99

(b)* The current market price (excluding barging expenses) at the port and date of delivery/redelivery of the 100

Vessel or, if unavailable, at the nearest bunkering port. 101

*Subclauses (a) and (b) are alternatives; state alternative agreed in Box 15. If Box 15 is not filled in, then 102

subclause (a) shall apply. 103

10. Redelivery 104

At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers and taken over 105

by the Owners at the port or place stated in Box 12 in such readily accessible safe berth or mooring as 106

the Owners may direct. 107

The Charterers shall keep the Owners informed of the Vessel’s itinerary for the voyage leading up to 108

redelivery and shall serve the Owners with the number of days approximate/definite notices of the 109

Vessel’s redelivery stated in Box 13. 110

The Charterers warrant that they will not permit the Vessel to commence a voyage (including any 111

preceding ballast voyage) which cannot reasonably be expected to be completed in time to allow 112

redelivery of the Vessel within the Charter Period and in accordance with the notices given. 113

Notwithstanding the above, should the Charterers fail to redeliver the Vessel within the Charter Period, 114

the Charterers shall pay the daily equivalent to the rate of hire stated in Box 17 applicable at the time 115

plus ten (10) per cent or the market rate, whichever is the higher, for the number of days by which the 116



Charter Period is exceeded. Such payment of the enhanced hire rate shall be without prejudice to any 117

claims the Owners may have against the Charterers in this respect. All other terms, conditions and 118

provisions of this Charter Party shall continue to apply. 119

Subject to the provisions of Clause 13 (Maintenance and Operation), the Vessel shall be redelivered to 120

the Owners in the same condition and class as that in which it was delivered, fair wear and tear not 121

affecting class excepted. 122

The Vessel upon redelivery shall have her survey cycles up to date and class certificates valid and 123

unextended for at least the number of months agreed in Box 6 free of any conditions or 124

recommendations. 125

All plans, drawings and manuals (excluding ISM/ISPS manuals) and maintenance records shall remain on 126

board and accessible to the Owners upon redelivery. Any other technical documentation regarding the 127

Vessel which may be in the Charterers’ possession shall promptly after redelivery be forwarded to the 128

Owners at their expense, if they so request. The Charterers may keep the Vessel’s log books but the 129

Owners shall have the right to make copies of same. 130

11. Trading Restrictions 131

The Vessel shall be employed in lawful trades for the carriage of lawful merchandise within the trading 132

limits stated in Box 14. 133

The Charterers undertake not to employ the Vessel or allow the Vessel to be employed otherwise than 134

in conformity with the terms of the contracts of insurance (including any warranties expressed or implied 135

therein) without first obtaining the consent of the insurers to such employment and complying with such 136

requirements as to additional premium or otherwise as the insurers may require. 137

The Charterers will not do or permit to be done anything which might cause any breach or infringement 138

of the laws and regulations of the Flag State, or of the places where the Vessel trades. 139

Notwithstanding any other provisions contained in this Charter Party it is agreed that nuclear fuels or 140

radioactive products or waste are specifically excluded from the cargo permitted to be loaded or carried 141

under this Charter Party. This exclusion does not apply to radio-isotopes used or intended to be used for 142

any industrial, commercial, agricultural, medical or scientific purposes provided the Owners’ prior 143

approval has been obtained to loading thereof. 144

12. Contracts of Carriage 145

(a) The Charterers are to procure that all documents issued during the Charter Period evidencing the terms 146

and conditions agreed in respect of carriage of goods shall contain a paramount clause which shall 147

incorporate the Hague-Visby Rules unless any other legislation relating to carrier’s liability for cargo is 148

compulsorily applicable in the trade. The documents shall also contain the New Jason Clause and the 149

Both-to-Blame Collision Clause. 150

(b) The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage 151

of passengers and their luggage under this Charter Party shall contain a paramount clause which shall 152

incorporate the Athens Convention Relating to the Carriage of Passengers and their Luggage by Sea, 1974, 153

and any protocol thereto, unless any other legislation relating to carrier’s liability for passengers and their 154

luggage is compulsorily applicable in the trade. 155



13. Maintenance and Operation 156

(a) Maintenance 157

The Charterers shall properly maintain the Vessel in a good state of repair, in efficient operating condition 158

and in accordance with good commercial maintenance practice and, at their own expense, maintain the 159

Vessel’s Class with the Classification Society stated in Box 4 and all necessary certificates. 160

(b) New Class and Other Regulatory Requirements 161

(i)* In the event of any structural changes or new equipment becoming necessary for the continued 162

operation of the Vessel by reason of new class requirements or by compulsory legislation (“Required 163

Modification”), all such costs shall be for the Charterers’ account. 164

(ii)* In the event of any structural changes or new equipment becoming necessary for the continued 165

operation of the Vessel by reason of a Required Modification, the costs shall be apportioned as follows: 166

(1) if the costs of the Required Modification are less than the amount stated in Box 21(ii), such costs 167

shall be for the Charterers’ account; 168

(2) if the costs of the Required Modification are greater than the amount stated in Box 21(ii), the 169

Charterers’ portion of costs shall be apportioned using the formula below; all costs other than 170

the Charterers’ portion shall be for the Owners’ account. 171

AMT = agreed amount stated in Box 21(ii) 172

CRM = cost of Required Modification 173

MEL = modification’s expected life in years 174

VEL = Vessel’s expected remaining life in years in Box 21(iii) 175

RPY = remaining charter period in years 176

(i) If the Required Modification’ IS expected to last for the remaining life of the Vessel, then: 177

Charterers’ portion of costs = 𝑪𝑹𝑴

𝑽𝑬𝑳𝒙 𝑹𝑷𝒀 178

(ii) If the Required Modification is NOT expected to last for the remaining life of the Vessel, then: 179

Charterers’ portion of costs = 𝑪𝑹𝑴

𝑴𝑬𝑳𝒙 𝑹𝑷𝒀 180

*subclauses 13(b)(i) and 13(b)(ii) are alternatives, state alternative agreed in Box 21(i). If Box 21(i) is not 181

filled in, then subclause 13(b)(i) shall apply. 182

(c) Financial Security 183

The Charterers shall maintain financial security or responsibility in respect of third party liabilities as 184

required by any government, including federal, state or municipal or other division or authority thereof, 185

to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, 186

territorial or contiguous waters of any country, state or municipality in performance of this Charter Party 187

without any delay. This obligation shall apply whether or not such requirements have been lawfully 188

imposed by such government or division or authority thereof. The Charterers shall make and maintain all 189

arrangements by bond or otherwise as may be necessary to satisfy such requirements at the Charterers’ 190



sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever 191

(including loss of time) for any failure or inability to do so. 192

(d) Operation of the Vessel 193

The Charterers shall at their own expense crew, victual, navigate, operate, supply, fuel, maintain and 194

repair the Vessel during the Charter Period and they shall be responsible for all costs and expenses 195

whatsoever relating to their use and operation of the Vessel, including any taxes and fees. The Crew shall 196

be the servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the 197

Owners. 198

(e) Information to Owners 199

The Charterers shall keep the Owners advised of the intended employment, planned dry-docking and 200

major repairs of the Vessel, as reasonably required by the Owners. 201

(f) Flag and Name of Vessel 202

During the Charter Period, the Charterers shall have the liberty to paint the Vessel in their own colours, 203

install and display their funnel insignia and fly their own house flag. The Charterers shall also have the 204

liberty, with the Owners’ prior written consent, which shall not be unreasonably withheld, to change the 205

flag and/or the name of the Vessel during the Charter Period. Painting and re-painting, instalment and 206

re-instalment, registration and re-registration, if required by the Owners, shall be at the Charterers’ 207

expense and time. 208

(g) Changes to the Vessel 209

Subject to Clause 13(a)(ii) (New Class and Other Regulatory Requirements), the Charterers shall make no 210

structural or substantial changes to the Vessel without the Owners’ prior written approval. If the Owners 211

agree to such changes, the Charterers shall, if the Owners so require, restore the Vessel, prior to 212

redelivery of the Vessel, to its former condition. 213

(h) Use of the Vessel’s Outfit and Equipment 214

The Charterers shall have the use of all outfit, equipment and spare parts on board the Vessel at the time 215

of delivery, provided the same or their substantial equivalent shall be returned to the Owners on 216

redelivery in the same good order and condition as on delivery as per the inventory (see Clause 8 217

(Inventories)), ordinary wear and tear excepted. The Charterers shall from time to time during the Charter 218

Period replace such equipment that become unfit for use. The Charterers are to procure that all repairs 219

to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as 220

regards workmanship and quality of materials, including spare parts) as not to diminish the value of the 221

Vessel. 222

The Charterers have the right to fit additional equipment at their expense and risk but the Charterers 223

shall remove such equipment at the end of the Charter Period if requested by the Owners. Any hired 224

equipment on board the Vessel at time of delivery shall be kept and maintained by the Charterers and 225

the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in 226

connection therewith and shall reimburse the Owners for all expenses incurred in connection therewith, 227

also for any new hired equipment required in order to comply with any regulations. 228

(i) Periodical Dry-Docking 229

The Charterers shall dry-dock the Vessel and clean and paint her underwater parts whenever the same 230

may be necessary, but not less than every sixty (60) calendar months or such other period as may be 231

required by the Classification Society or Flag State. 232



14. Inspection during the Charter Period 233

The Owners shall have the right at any time after giving reasonable notice to the Charterers to inspect 234

the Vessel or instruct a duly authorised surveyor to carry out such inspection on their behalf to ascertain 235

its condition and satisfy themselves that the Vessel is being properly repaired and maintained or for any 236

other commercial reason they consider necessary (provided it does not unduly interfere with the 237

commercial operation of the Vessel). 238

The fees for such inspections shall be paid for by the Owners. All time used in respect of inspection shall 239

be for the Charterers’ account and form part of the Charter Period. 240

The Charterers shall also permit the Owners to inspect the Vessel’s class records, log books, certificates, 241

maintenance and other records whenever requested and shall whenever required by the Owners furnish 242

them with full information regarding any casualties or other accidents or damage to the Vessel. 243

15. Hire 244

(a) The Charterers shall pay hire due to the Owners punctually in accordance with the terms of this Charter 245

Party. 246

(b) The Charterers shall pay to the Owners for the hire of the Vessel a lump sum in the amount stated in Box 247

17 which shall be payable not later than every thirty (30) running days in advance, the first lump sum 248

being payable on the date and hour of the Vessel’s delivery to the Charterers. Hire shall be paid 249

continuously throughout the Charter Period. 250

(c) Payment of hire shall be made to the Owners’ bank account stated in Box 20. 251

(d) All payments of Charter Hire and any other payments due under this Charter shall be made without any 252

set-off whatsoever and free and clear of any withholding or deduction for, or on account of, any present 253

or future income, freight, stamp or other taxes, levies, imposts, duties, fees, charges, restrictions or 254

conditions of any nature. If the Charterers are required by any authority in any country to make any 255

withholding or deduction from any such payment, the sum due from the Charterers in respect of such 256

payment will be increased to the extent necessary to ensure that, after the making of such withholding 257

or deduction the Owners receive a net sum equal to the amount which it would have received had no 258

such deduction or withholding been required to be made. 259

(e) If the Charterers fail to make punctual payment of hire due, the Owners shall give the Charterers three 260

(3) Banking Days written notice to rectify the failure, and when so rectified within those three (3) Banking 261

Days following the Owners’ notice, the payment shall stand as punctual. 262

Failure by the Charterers to pay hire due in full within three (3) Banking Days of their receiving a notice 263

from Owners shall entitle the Owners, without prejudice to any other rights or claims the Owners may 264

have against the Charterers, to terminate this Charter Party at any time thereafter, as long as hire remains 265

outstanding. 266

(f) If the Owners choose not to exercise any of the rights afforded to them by this Clause in respect of any 267

particular late payment of hire, or a series of late payments of hire, under the Charter Party, this shall not 268

be construed as a waiver of their right to terminate the Charter Party. 269

(g) Any delay in payment of hire shall entitle the Owners to interest at the rate per annum as agreed in Box 270

19. If Box 19 has not been filled in, the one month Interbank offered rate in London (LIBOR or its successor) 271

for the currency stated in Box 17, as quoted on the date when the hire fell due, increased by three (3) per 272

cent, shall apply. 273



(h) Payment of interest due under sub-clause 15(g) shall be made within seven (7) running days of the date 274

of the Owners’ invoice specifying the amount payable or, in the absence of an invoice, at the time of the 275

next hire payment date. 276

(i) Final payment of hire, if for a period of less than thirty (30) running days, shall be calculated proportionally 277

according to the number of days and hours remaining before redelivery and advance payment to be 278

effected accordingly. 279

16. Mortgage 280

(only to apply if Box 22 has been appropriately filled in) 281

(a)* The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not 282

effect any mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably 283

withheld. 284

(b)* The Vessel chartered under this Charter Party is financed by a mortgage according to the Financial 285

Instrument. The Charterers undertake to comply, and provide such information and documents to enable 286

the Owners to comply, with all such instructions or directions in regard to the employment, insurances, 287

operation, repairs and maintenance of the Vessel as laid down in the Financial Instrument or as may be 288

directed from time to time during the currency of the Charter Party by the mortgagee(s) in conformity 289

with the Financial Instrument, including the display or posting of such notices as the Mortgagees may 290

require. The Charterers confirm that, for this purpose, they have acquainted themselves with all relevant 291

terms, conditions and provisions of the Financial Instrument and agree to acknowledge this in writing in 292

any form that may be required by the mortgagee(s). The Owners warrant that they have not effected any 293

mortgage(s) other than stated in Box 22 and that they shall not agree to any amendment of the 294

mortgage(s) referred to in Box 22 or effect any other mortgage(s) without the prior consent of the 295

Charterers, which shall not be unreasonably withheld. 296

*(Optional, subclauses 16(a) and 16(b) are alternatives; indicate alternative agreed in Box 22). 297

17. Insurance 298

(a) General 299

(i) The value of the Vessel for hull and machinery (including increased value) and war risks insurance is 300

the sum stated in Box 23, or such other sum as the parties may from time to time agree in writing. The 301

party insuring the Vessel shall do so on such terms and conditions and with such insurers as the other 302

party shall approve in writing, which approval shall not be unreasonably withheld, and shall name the 303

other party as co-assured. 304

(ii) Notwithstanding that the parties are co-assured, these insurance provisions shall neither exclude nor 305

discharge liability between the Owners and the Charterers under this Charter Party, but are intended to 306

secure payment of the loss insurance proceeds as a first resort to make good the Owners’ loss. If such 307

payment is made to the Owners it shall be treated as satisfaction (but not exclusion or discharge) of the 308

Charterers’ liability towards the Owners. For the avoidance of doubt, such payment is no bar to a claim 309

by the Owners and/or their insurers against the Charterers to seek indemnity by way of subrogation. 310

(iii) Nothing herein shall prejudice any rights of recovery of the Owners or the Charterers (or their 311

insurers) against third parties. 312

(b)* Charterers to insure 313

(i) During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against 314

hull and machinery, war, and protection and indemnity risks (and any risks against which it is compulsory 315



to insure for the operation of the Vessel, including maintaining financial security in accordance with sub-316

clause 13(c)). 317

(ii) Such insurances shall be arranged by the Charterers to protect the interests of the Owners and the 318

Charterers and the mortgagee(s) (if any), and the Charterers shall be at liberty to protect under such 319

insurances the interests of any managers they may appoint. 320

(iii) The Charterers shall upon the request of the Owners, provide information and promptly execute such 321

documents as may be required to enable the Owners to comply with the insurance provisions of the 322

Financial Instrument. 323

(c)* Owners to insure 324

(i) During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull 325

and machinery and war risks. The Charterers shall progress claims for recovery against any third parties 326

for the benefit of the Owners’ and the Charterers’ respective interests. 327

(ii) During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against 328

Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation 329

of the Vessel, including maintaining financial security in accordance with sub-clause 13(c)). 330

(iii) In the event that any act or negligence of the Charterers prejudices any of the insurances herein 331

provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims 332

and demands which would otherwise have been covered by such insurances. 333

*Subclauses 17(b) and 17(c) are alternatives, state alternative agreed in Box 24. If Box 24 is not filled in, 334

then subclause 17(b) (Charterers to insure) shall apply. 335

18. Repairs 336

(a) Subject to the provisions of any Financial Instrument, and the approval of the Owners, the Charterers 337

shall effect all insured repairs, and undertake settlement of all miscellaneous expenses in connection with 338

such repairs as well as all insured charges, expenses and liabilities. 339

To the extent of coverage under the insurances provided for under the provisions of sub-clause 17(c) 340

(Owners to insure), the Charterers shall be reimbursed under the Owners’ insurances for such 341

expenditures upon presentation of accounts. 342

(b) The Charterers shall remain responsible for and effect repairs and settlement of costs and expenses 343

incurred thereby in respect of all repairs not covered by the insurances and/or not exceeding any 344

deductibles provided for in the insurances. 345

(c) All time used for repairs under the provisions of sub-clauses 18(a) and 18(b) and for repairs of Latent 346

Defects according to Clause 3 (Delivery) above, including any deviation, shall be for the Charterers’ 347

account and shall form part of the Charter Period. 348

19. Total loss 349

(a) The Charterers shall be liable to the Owners by way of damages if the Vessel becomes a Total Loss. Subject 350

to the provisions of any Financial Instrument, if the Vessel becomes a Total Loss, all insurance payments 351

for such loss shall be paid to the Owners who shall distribute the monies between the Owners and the 352

Charterers according to their respective interests, which shall satisfy (but not exclude or discharge) the 353

Charterers’ liability to the Owners thereof. The Charterers undertake to notify the Owners and the 354

mortgagee(s), if any, of any occurrences in consequence of which the Vessel is likely to become a Total 355

Loss. 356



(b) Notwithstanding any other clause herein, it is recognised that the Charterers have a continuing obligation 357

to protect and preserve the Vessel as an asset of the Owners. Charterers shall have a continuing duty 358

after termination of the Charter Party to preserve and present claims on behalf of Owners and Charterers 359

and/or any subrogated insurers against any third party held responsible for the Total Loss during the 360

Charter Period and account for any recovery achieved. 361

(c) The Owners or the Charterers, as the case may be, shall upon the request of the other party, promptly 362

execute such documents as may be required to enable the other party to abandon the Vessel to the 363

insurers and claim a constructive total loss. 364

20. Lien 365

The Owners shall have a lien upon all cargoes, hires and freights (including deadfreight and demurrage) 366

belonging or due to the Charterers or any sub-charterers, for any amounts due under this Charter Party 367

and the Charterers shall have a lien on the Vessel for all monies paid in advance and not earned. 368

21. Non-Lien 369

The Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or 370

their agents, which might have priority over the title and interest of the Owners in the Vessel. 371

22. Indemnity 372

(a) The Charterers shall indemnify the Owners against any loss, damage or expense arising out of or in 373

relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising 374

out of an event occurring during the Charter Period. This shall include indemnity for any loss, damage or 375

expense arising out of or in relation to any international convention which may impose liability upon the 376

Owners. 377

(b) Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners 378

against all consequences or liabilities arising from the Master, officers or agents signing bills of lading or 379

other documents. 380

(c) If the Vessel is arrested or otherwise detained for any reason whatsoever other than those covered in 381

subclause (d), the Charterers shall at their own expense take all reasonable steps to secure that within a 382

reasonable time the Vessel is released, including the provision of bail. 383

(d) If the Vessel is arrested or otherwise detained by reason of a claim or claims against the Owners, the 384

Owners shall at their own expense take all reasonable steps to secure that within a reasonable time the 385

Vessel is released, including the provision of bail. 386

In such circumstances the Owners shall indemnify the Charterers against any loss, damage or expense 387

incurred by the Charterers (including hire paid under this Charter Party) as a direct consequence of such 388

arrest or detention. 389

23. Salvage 390

All salvage and towage performed by the Vessel shall be for the Charterers’ benefit and the cost of 391

repairing damage occasioned thereby shall be borne by the Charterers. 392

24. Wreck Removal 393

If the Vessel becomes a wreck, or any part of the Vessel is lost or abandoned, and is an obstruction to 394

navigation or poses a hazard and has to be raised, removed, destroyed, marked or lit by order of any 395

lawful authority having jurisdiction over the area or as a result of any applicable law, the Charterers shall 396

be liable for any and all expenses in connection with the raising, removal, destruction, lighting or marking 397



of the Vessel and shall indemnify the Owners against any sums whatsoever which the Owners shall 398

become liable to pay as a consequence. 399

25. General Average 400

The Owners shall not contribute to General Average. 401

26. Assignment, Novation, Sub-Charter and Sale 402

(a) The Charterers shall not assign or novate this Charter Party nor sub-charter the Vessel on a bareboat basis 403

except with the prior consent in writing of the Owners, which shall not be unreasonably withheld, and 404

subject to such terms and conditions as the Owners shall approve. 405

(b) The Owners shall not sell the Vessel during the currency of this Charter Party except with the prior written 406

consent of the Charterers, which shall not be unreasonably withheld, and subject to the buyer accepting 407

a novation of this Charter Party. 408

(c) The Owners shall be entitled to assign their rights under this Charter Party. 409

27. Performance Guarantee 410

(Optional, to apply only if Box 25 filled in) 411

The Charterers undertake to furnish, before delivery of the Vessel, a guarantee or bond in the amount of 412

and from the entity stated in Box 25 in a form acceptable to the Owners as guarantee for full performance 413

of their obligations under this Charter Party. 414

28. Anti-Corruption 415

(a) The parties agree that in connection with the performance of this Charter Party they shall each: 416

(i) comply at all times with all applicable anti-corruption legislation and have procedures in place that are, 417

to the best of its knowledge and belief, designed to prevent the commission of any offence under such 418

legislation by any member of its organisation and/or by any person providing services for it or on its 419

behalf; and 420

(ii) make and keep books, records, and accounts which in reasonable detail accurately and fairly reflect 421

the transactions in connection with this Charter Party. 422

(b) If either party fails to comply with any applicable anti-corruption legislation, it shall defend and indemnify 423

the other party against any fine, penalty, liability, loss or damage and for any related costs (including, 424

without limitation, court costs and legal fees) arising from such breach. 425

(c) Without prejudice to any of its other rights under this Charter Party, either party may terminate this 426

Charter Party without incurring any liability to the other party if 427

(i) at any time the other party or any member of its organisation has committed a breach of any applicable 428

anti-corruption legislation in connection with this Charter Party; and 429

(ii) such breach causes the non-breaching party to be in breach of any applicable anti-corruption 430

legislation. 431

Any such right to terminate must be exercised without undue delay. 432

(d) Each party represents and warrants that in connection with the negotiation of this Charter Party neither 433

it nor any member of its organisation has committed any breach of applicable anti-corruption legislation. 434



Breach of this Sub-clause (d) shall entitle the other party to terminate the Charter Party without incurring 435

any liability to the other. 436

29. Sanctions and Designated Entities 437

(a) The provisions of this clause shall apply in relation to any sanction, prohibition or restriction imposed on 438

any specified persons, entities or bodies including the designation of specified vessels or fleets under 439

United Nations Resolutions or trade or economic sanctions, laws or regulations of the European Union or 440

the United States of America. 441

(b) The Owners and the Charterers respectively warrant for themselves (and in the case of any sub-charter, 442

the Charterers further warrant in respect of any sub-charterers, shippers, receivers, or cargo interests) 443

that at the date of this fixture and throughout the duration of this Charter Party they are not subject to 444

any of the sanctions, prohibitions, restrictions or designation referred to in Sub-clause (a) which prohibit 445

or render unlawful any performance under this Charter Party. The Owners further warrant that the Vessel 446

is not a designated vessel. 447

(c) If at any time during the performance of this Charter Party either party becomes aware that the other 448

party is in breach of warranty in this Clause, the party not in breach shall comply with the laws and 449

regulations of any Government to which that party or the Vessel is subject, and follow any orders or 450

directions which may be given by any body acting with powers to compel compliance, including where 451

applicable the Owners’ Flag State. In the absence of any such orders, directions, laws or regulations, the 452

party not in breach may, in its option, terminate the Charter Party forthwith in accordance with Clause 453

31 (Termination). 454

(d) If, in compliance with the provisions of this Clause, anything is done or is not done, such shall not be 455

deemed a deviation but shall be considered due fulfilment of this Charter Party. 456

(e) Notwithstanding anything in this Clause to the contrary, the Owners or the Charterers shall not be 457

required to do anything which constitutes a violation of the laws and regulations of any State to which 458

either of them is subject. 459

(f) The Owners or the Charterers shall be liable to indemnify the other party against any and all claims, 460

losses, damage, costs and fines whatsoever suffered by the other party resulting from any breach of 461

warranty in this Clause. 462

30. Requisition/Acquisition 463

(a) In the event of the requisition for hire of the Vessel by any governmental or other competent authority 464

at any time during the Charter Period, this Charter Party shall not be deemed to be frustrated or 465

otherwise terminated. The Charterers shall continue to pay hire according to the Charter Party until the 466

time when the Charter Party would have expired or terminated pursuant to any of the provisions hereof. 467

However, if any requisition hire or compensation is received by the Owners for the remainder of the 468

Charter Period or the period of the requisition, whichever is shorter, it shall be payable by the Owners to 469

the Charterers. 470

(b) In the event of the Owners being deprived of their ownership in the Vessel by any compulsory acquisition 471

of the Vessel or requisition for title by any governmental or other competent authority (hereinafter 472

referred to as “Compulsory Acquisition”), then, irrespective of the date during the Charter Period when 473

Compulsory Acquisition may occur, this Charter Party shall be deemed terminated as of the date of such 474

Compulsory Acquisition. In such event hire to be considered as earned and to be paid up to the date and 475

time of such Compulsory Acquisition. The Owners shall be entitled to any compensation received for such 476

Compulsory Acquisition. 477



31. Termination 478

(a) Charterers’ Default 479

The Owners shall be entitled to terminate this Charter Party by written notice to the Charterers under the 480

following circumstances and to claim damages including, but not limited to, for the loss of the remainder 481

of the Charter Party: 482

(i) Non-payment of hire (see Clause 15 (Hire)). 483

(ii) Charterers’ failure to comply with the requirements of: 484

(1) Clause 11 (Trading Restrictions); or 485

(2) Clause 17(b) (Charterers to insure). 486

(iii) the Charterers do not rectify any failure to comply with the requirements of sub-clause 13(a) 487

(Maintenance) as soon as practically possible after the Owners have notified them to do so and in any 488

event so that the Vessel’s insurance cover is not prejudiced. 489

(b) Owners’ Default 490

The Charterers shall be entitled to terminate this Charter Party with immediate effect by written notice 491

to the Owners and to claim damages including, but not limited to, for the loss of the remainder of the 492

Charter Party: 493

(i) If the Owners shall by any act or omission be in breach of their obligations under this Charter Party to 494

the extent that the Charterers are deprived of the use of the Vessel and such breach continues for a 495

period of fourteen (14) running days after written notice thereof has been given by the Charterers to the 496

Owners; or 497

(ii) if the Owners fail to arrange or maintain the insurances in accordance with Clause 17(c) (Owners to 498

insure). 499

(c) Loss of Vessel 500

This Charter Party shall be deemed to be terminated, without prejudice to any accrued rights or 501

obligations, if the Vessel becomes lost either when it has become an actual total loss or agreement has 502

been reached with the Vessel’s underwriters in respect of its constructive total loss or if such agreement 503

with the Vessel’s underwriters is not reached it is adjudged by a competent tribunal that a constructive 504

loss of the Vessel has occurred, or has been declared missing. The date upon which the Vessel is to be 505

treated as declared missing shall be ten (10) days after the Vessel was last reported or when the Vessel 506

is recorded as missing by the Vessel’s underwriters, whichever occurs first. 507

(d) Bankruptcy 508

Either party shall be entitled to terminate this Charter with immediate effect by written notice to the 509

other party if that other party has a petition presented for its winding up or administration or any other 510

action is taken with a view to its winding up (otherwise than for the purpose of solvent reconstruction or 511

amalgamation), or becomes bankrupt or commits an act of bankruptcy, or makes any arrangement or 512

composition for the benefit of creditors, or has a receiver or manager or administrative receiver or 513

administrator or liquidator appointed in respect of any of its assets, or suspends payments, or anything 514

analogous to any of the foregoing under the law of any jurisdiction happens to it, or ceases or threatens 515

to cease to carry on business. 516



(e) The termination of this Charter Party shall be without prejudice to all rights accrued due between the 517

parties prior to the date of termination and to any claim that either party might have. 518

32. Repossession 519

In the event of the early termination of this Charter Party in accordance with the applicable provisions of 520

this Charter Party, the Owners shall have the right to repossess the Vessel from the Charterers at her 521

current or next port of call, or at a port or place convenient to them without hindrance or interference 522

by the Charterers, courts or local authorities. Pending physical repossession of the Vessel, the Charterers 523

shall hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised 524

representative to board the Vessel as soon as reasonably practicable following the termination of this 525

Charter Party. The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon 526

the boarding of the Vessel by the Owners’ representative. All arrangements and expenses relating to the 527

settling of wages, disembarkation and repatriation of the Crew shall be the sole responsibility of the 528

Charterers. 529

33. BIMCO Dispute Resolution Clause 2016 530

(a)* This Charter Party shall be governed by and construed in accordance with English law and any dispute 531

arising out of or in connection with this Charter Party shall be referred to arbitration in London in 532

accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to 533

the extent necessary to give effect to the provisions of this Clause. 534

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association 535

(LMAA) Terms current at the time when the arbitration proceedings are commenced. 536

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint 537

its arbitrator and send notice of such appointment in writing to the other party requiring the other party 538

to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will 539

appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice 540

that it has done so within the fourteen (14) days specified. If the other party does not appoint its own 541

arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring 542

a dispute to arbitration may, without the requirement of any further prior notice to the other party, 543

appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of the sole 544

arbitrator shall be binding on both parties as if he had been appointed by agreement. 545

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the 546

appointment of a sole arbitrator. 547

In cases where neither the claim nor any counterclaim exceeds the sum of USD 100,000 (or such other 548

sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small 549

Claims Procedure current at the time when the arbitration proceedings are commenced. 550

(b)* This Charter Party shall be governed by U.S. maritime law or, if this Charter Party is not a maritime 551

contract under U.S. law, by the laws of the State of New York. Any dispute arising out of or in connection 552

with this Charter Party shall be referred to three (3) persons at New York, one to be appointed by each 553

of the parties hereto, and the third by the two so chosen. The decision of the arbitrators or any two of 554

them shall be final, and for the purposes of enforcing any award, judgment may be entered on an award 555

by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the SMA 556

Rules current as of the date of this Charter Party. 557


sum as the parties may agree) the arbitration shall be conducted in accordance with the SMA Rules for 559

Shortened Arbitration Procedure current as of the date of this Charter Party. 560

(c)* This Charter Party shall be governed by and construed in accordance with Singapore**/English** law. 561



Any dispute arising out of or in connection with this Charter Party, including any question regarding its 562

existence, validity or termination shall be referred to and finally resolved by arbitration in Singapore in 563

accordance with the Singapore International Arbitration Act (Chapter 143A) and any statutory 564

modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this 565

Clause. 566

The arbitration shall be conducted in accordance with the Arbitration Rules of the Singapore Chamber of 567

Maritime Arbitration (SCMA) current at the time when the arbitration proceedings are commenced. 568

The reference to arbitration of disputes under this clause shall be to three arbitrators. A party wishing to 569

refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing 570

to the other party requiring the other party to appoint its own arbitrator and give notice that it has done 571

so within fourteen (14) calendar days of that notice and stating that it will appoint its own arbitrator as 572

sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so 573

within the fourteen (14) days specified. If the other party does not give notice that it has done so within 574

the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement 575

of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the 576

other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been 577

appointed by agreement. 578

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the 579

appointment of a sole arbitrator. 580


sum as the parties may agree) the arbitration shall be conducted before a single arbitrator in accordance 582

with the SCMA Small Claims Procedure current at the time when the arbitration proceedings are 583

commenced. 584

**Delete whichever does not apply. If neither or both are deleted, then English law shall apply by default. 585

(d)* This Charter Party shall be governed by and construed in accordance with the laws of the place mutually 586

agreed by the Parties and any dispute arising out of or in connection with this Charter Party shall be 587

referred to arbitration at a mutually agreed place, subject to the procedures applicable there. 588

(e) The parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in 589

connection with this Charter Party. In the case of any dispute in respect of which arbitration has been 590

commenced under Sub-clause (a), (c) or (d), the following shall apply: 591

(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to 592

mediation by service on the other party of a written notice (the “Mediation Notice”) calling on the other 593

party to agree to mediation. 594

(ii) The other party shall thereupon within fourteen (14) calendar days of receipt of the Mediation Notice 595

confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within 596

a further fourteen (14) calendar days, failing which on the application of either party a mediator will be 597

appointed promptly by the Arbitration Tribunal (“the Tribunal”) or such person as the Tribunal may 598

designate for that purpose. The mediation shall be conducted in such place and in accordance with such 599

procedure and on such terms as the parties may agree or, in the event of disagreement, as may be set by 600

the mediator. 601

(iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal 602

and may be taken into account by the Tribunal when allocating the costs of the arbitration as between 603

the parties. 604

(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it 605

considers necessary to protect its interest. 606



(v) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure 607

shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable 608

into account when setting the timetable for steps in the arbitration. 609

(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs 610

incurred in the mediation and the parties shall share equally the mediator’s costs and expenses. 611

(vii) The mediation process shall be without prejudice and confidential and no information or documents 612

disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under 613

the law and procedure governing the arbitration. 614

(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.) 615

*Sub-clauses (a), (b), (c) and (d) are alternatives; indicate alternative agreed in Box 26. 616

If Box 26 in Part I is not appropriately filled in, sub-clause (a) of this Clause shall apply. Sub-clause (d) shall 617

apply in all cases except for alternative (b). 618

34. Notices 619

All notices, requests and other communications required or permitted by any clause of this Charter Party 620

shall be given in writing and shall be sufficiently given or transmitted if delivered by hand, email, express 621

courier service or registered mail and addressed if to the Owners as stated in Box 30 or such other address 622

or email address as the Owners may hereafter designate in writing, and if to the Charterers as stated in 623

Box 31 or such other address or email address as the Charterers may hereafter designate in writing. Any 624

such communication shall be deemed to have been given on the date of actual receipt by the party to 625

which it is addressed. 626

35. Partial Validity 627

If by reason of any enactment or judgment any provision of this Charter Party shall be deemed or held to 628

be illegal, void or unenforceable in whole or in part, all other provisions of this Charter Party shall be 629

unaffected thereby and shall remain in full force and effect. 630

36. Entire Agreement 631

This Charter Party is the entire agreement of the parties, which supersedes all previous written or oral 632

understandings and which may not be modified except by a written amendment signed by both parties. 633

37. Headings 634

The headings of this Charter Party are for identification only and shall not be deemed to be part hereof 635

or be taken into consideration in the interpretation or construction of this Charter Party. 636

38. Singular/Plural 637

The singular includes the plural and vice versa as the context admits or requires. 638

639



PART III 640

PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY 641

(Optional, only applicable if Box 27 has been completed) 642

1. Specifications and Building Contract 643

(a) The Vessel shall be constructed in accordance with the building contract between the Builders and the 644

Owners including the specifications and plans incorporated therein (“Building Contract”). The Owners shall 645

provide the Charterers with a copy of the Building Contract to the extent relevant to this Charter Party. 646

(b) No variations shall be made to the Building Contract without the Charterers’ prior written consent. The 647

Charterers shall be entitled to request change orders in accordance with the Building Contract. Any 648

additional costs or consequences due to Charterers’ change orders shall be borne by the Charterers. 649

(c) The Owners and the Charterers will liaise and cooperate in all matters regarding the construction of the 650

Vessel and the Building Contract. The Charterers shall have the right to send their representative to the 651

Builders’ yard to inspect the Vessel during its construction. 652

(d) The Owners shall assign their guarantee rights under the Building Contract to the Charterers, if permitted. 653

If not permitted, the Owners shall exercise their guarantee rights against the Builders for the benefit of the 654

Charterers. The Charterers shall be obliged to accept such sums as the Owners are reasonably able to 655

recover under the guarantee provisions of the Building Contract. 656

2. Delivery and Cancellation 657

(a) (i) Subject to the provisions of Clause 3 hereunder, the Charterers shall be obliged to accept the Vessel from 658

the Owners, constructed and delivered in accordance with the Building Contract and including buyers’ 659

supplies, on the date of delivery by the Builders. The Charterers undertake that having accepted the Vessel 660

they will not thereafter raise any claims against the Owners in respect of the Vessel’s performance or 661

specification or defects, if any. 662

(ii) The date of delivery for the purpose of this Charter shall be the date (the "Delivery Date") when the 663

Vessel is in fact delivered by the Builders to the Owners in accordance with the Building Contract, whether 664

that is before or after the scheduled delivery date under the Building Contract. The Owners shall be under 665

no responsibility for any delay whatsoever in delivery of the Vessel to the Charterers under this Charter, 666

except to the extent caused solely by the Owners' acts or omissions resulting in a default by the Owners 667

under the Building Contract. The Owners shall be responsible to the Charterers for any direct losses incurred 668

by the Charterers, if the Vessel is not delivered to the Owners due solely to the Owners' acts or omissions 669

resulting in a default by the Owners under the Building Contract. 670

(iii) The Owners and the Charterers shall on the Delivery Date sign a Protocol of Delivery and Acceptance 671

evidencing delivery of the Vessel hereunder. 672

(b) (i) The Owners' obligation to charter the Vessel to the Charterers hereunder is conditional upon delivery of 673

the Vessel to the Owners by the Builders in accordance with the Building Contract. 674

(ii) If for any reason other than a default by the Owners under the Building Contract, the Builders become 675

entitled under that Contract not to deliver the Vessel and exercise that right, the Owners shall be entitled 676

to cancel this Charter Party by written notice to the Charterers. 677

(iii) If for any reason the Owners become entitled to cancel the Building Contract and exercise that right, the 678

Owners shall be entitled to cancel this Charter Party by written notice to the Charterers. If, however, the 679

Owners do not exercise their right to cancel the Building Contract, the Charterers shall be entitled to cancel 680

this Charter Party by written notice to the Owners. 681

OPTIONAL PART



3. Liquidated Damages 682

(a) Any liquidated damages for physical defects or deficiencies and any costs incurred in pursuing a claim 683

therefor shall be credited to the party stated in Box 27(iv) or if not filled in shall be shared equally between 684

the parties. 685

(b) Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing 686

a claim therefor shall be credited to the party stated in Box 27(v) or if not filled in shall be shared equally 687

between the parties. 688

689

690



PART IV 691

PURCHASE OPTION 692

(Optional, only applicable if Box 28 has been completed) 693

1. The Charterers shall have an option to purchase the Vessel (the “Purchase Option”) exercisable on each 694

of the dates stated below as follows: 695

696

Date (state number of months after

delivery of the Vessel)

Purchase Price (the “Purchase Option Price”)

(months) (amount and currency)

697

2. To exercise their Purchase Option, the Charterers shall notify the Owners in writing not later than 6 698

months prior to the relevant date stated in the table above. Such notification shall not be withdrawn or 699

cancelled. 700

701

3. If the Charterers exercise their Purchase Option, the ownership of the Vessel shall be transferred to them 702

on the relevant date. If such date is not a Banking Day, the ownership of the Vessel shall be transferred 703

on the next Banking Day, on a strictly “as is/where is” basis, at the Charterers’ sole cost and expense. 704

705

4. The Owners shall obtain and provide the Charterers with such documents and take such actions as the 706

Charterers may reasonably request to facilitate the sale and the registration of the Vessel under the flag 707

designated by the Charterers. 708

709

5. The Owners warrant that the Vessel at the time of transfer of ownership shall be free of any of Owners’ 710

encumbrance or mortgage and that they have not committed any act or omission which would impair 711

title to the Vessel. 712

713

6. The Owners make no representation or warranty as to the seaworthiness, value, condition, design, 714

merchantability or operation of the Vessel, or as to the quality of the material, equipment or 715

workmanship in the Vessel, or as to the fitness of the Vessel for any particular trade. 716

717

7. In exchange for the transfer of ownership of the Vessel, the Charterers shall pay the Purchase Option 718

Price to the bank account nominated by the Owners together with any unpaid charter hire and other 719

amounts due and payable under this Charter Party. 720

721

8. Upon payment and transfer of ownership in accordance with Clause 7 above, this Charter Party and all 722

rights and obligations of the parties shall terminate without prejudice to all rights accrued due between 723

the parties prior to the date of termination and any claim that either party might have. 724

725

726

727

728

OPTIONAL PART



PART V 729

PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A BAREBOAT CHARTER REGISTRY 730

(Optional, only to apply if expressly agreed and stated in Box 29) 731

732

733

1. Definitions 734

“Bareboat Charter Registry” shall mean the registry stated in Box 29(ii) whose flag the Vessel will fly and 735

in which the Charterers are registered as the bareboat charterers during the period of this Charter Party. 736

“Underlying Registry” shall mean the registry stated in Box 29(i) in which the Owners of the Vessel are 737

registered as Owners and to which jurisdiction and control of the Vessel will revert upon termination of 738

the Bareboat Charter registration. 739

2. The Owners have agreed to and the Charterers shall arrange for the Vessel to be registered under the 740

Bareboat Charter Registry. The Charterers shall be responsible for all costs thereof. 741

3. Upon termination of this Charter Party for any reason whatsoever the Charterers shall immediately 742

arrange for the deletion of the Vessel from the Bareboat Registry. 743

4. In the event of the Vessel being deleted from the Bareboat Charter Registry due to any default by the 744

Owners, the Charterers shall have the right to terminate this Charter forthwith and without prejudice to 745

any other claim they may have against the Owners under this Charter Party. 746

OPTIONAL PART

Enclosure Item 3.3.A D.C. Meeting 14 Nov 2017

Draft no. 3, 11 Oct 2017

Copyright © 2017 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this document will constitute an infringement of BIMCO’s copyright. Printed by BIMCO’s IDEA2. For Conditions of Use and Explanatory Notes visit www.bimco.org.

ESCROW AGREEMENT

STANDARD ESCROW AGREEMENT FOR DISPUTES

1. Date of this Agreement

2. Claimants

(i) Name:

(ii) Address:

(iii) Telephone number:

(iv) Email address:

3. Defendants

(i) Name:

(ii) Address:


(iv) Email address:

4. Description of the Dispute (state particulars to identify the dispute)

5. Escrow Agent

(i) Name:

(ii) Address:


(iv) Email address:

6. Escrow Amount (state amount and currency) 7. Escrow Account

(i) Bank:

(ii) Address:

(iii) Account Name:

(iv) Account Number:

(v) IBAN:

(vi) SWIFT/BIC:

(vii) Payment Reference:

8. Banking Days’ Jurisdiction(s)

9. Escrow Agent’s Fee (Claimants’ share) (Cl. 7)

Amount: ___________, plus_________per cent (sales tax)

10. Escrow Agent’s Fee (Defendants’ share) (Cl. 7)


11. Governing law (Cl. 14(a)) 12. Exclusive jurisdiction (Cl. 14(b))

Pending the resolution of the Dispute, the Claimants and the Defendants have agreed that the Escrow Amount shall be held 1 by the Escrow Agent in accordance with the terms of this Agreement. 2

1. Definitions 3 Banking Days means days on which banks are open for business in the jurisdictions stated in Box 8. 4

Claimants means the party stated in Box 2. 5

Defendants means the party stated in Box 3. 6

Dispute means the dispute described in Box 4. 7

Escrow Account means the account stated in Box 7. 8

2 Copyright © 2017 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this document will constitute an infringement of BIMCO’s copyright. Printed by BIMCO’s IDEA2. For Conditions of Use and Explanatory Notes visit www.bimco.org.

Escrow Agent means the party stated in Box 5. 9

Escrow Amount means the amount stated in Box 6 plus any interest accrued while held in the Escrow Account. 10

2. Appointment of the Escrow Agent 11 The Claimants and the Defendants hereby appoint the Escrow Agent to hold the Escrow Amount in accordance with 12 this Agreement, and the Escrow Agent accepts its appointment hereunder. 13

3. Security 14 (a) Upon payment by the Defendants of the Escrow Amount, the Claimants shall refrain from taking or 15 continuing any action for the purpose of obtaining security for the Dispute. 16

(b) However, if the Escrow Amount becomes insufficient in respect of the Dispute, the Claimants shall have the right 17 to seek additional security. 18

4. Payment of the Escrow Amount 19 (a) The Escrow Agent shall notify the Claimants and the Defendants when it is ready to receive the Escrow Amount. 20

(b) The Defendants shall transfer the Escrow Amount to the Escrow Account without deduction, withholding or set-21 off unless obliged to do so, in which case the amount to be transferred shall be increased to the extent necessary to 22 ensure the Escrow Agent receives the Escrow Amount in full. 23

(c) The Escrow Agent shall notify the Claimants and the Defendants immediately upon receipt of funds, stating the 24 amount received. 25

5. Release of the Escrow Amount 26 (a) The Escrow Agent shall release the Escrow Amount or any part thereof from the Escrow Account on receipt of 27 either: 28

(i) written instructions (in the form attached as Annex A (Letter of Instruction) or in such other form as the parties may 29 agree) signed by both the Claimants and the Defendants; or 30

(ii) a final and unappealable award or final and unappealable judgment of any competent court, tribunal or arbitration 31 panel. 32

(b) Any balance of the Escrow Amount remaining in the Escrow Account after release in accordance with subclause 33 5(a) shall be released to the Defendants, provided that the Dispute has been fully and finally resolved. 34

(c) Any bank charges incurred in releasing the Escrow Amount or any part thereof shall be for the account of the 35 receiving party. 36

6. Responsibilities of the Escrow Agent 37 (a) The Escrow Agent shall hold and deal with the Escrow Amount in accordance with the terms of this Agreement. 38 Unless stated otherwise the Escrow Agent owes no duty, obligation or responsibility whatsoever (whether express 39 or implied) to either the Claimants or the Defendants or any other person. 40

(b) The Escrow Agent shall not be liable for any loss, liability, damages, costs or expenses arising out of or in 41 connection with the performance of its obligations under this Agreement unless caused by its negligence or willful 42 misconduct. 43

(c) In any event, the Escrow Agent shall not be liable for: 44

(i) any loss of business, loss of goodwill, loss of opportunity or loss of profit; nor 45

(ii) any loss whatsoever deemed consequential or indirect under applicable law. 46

(d) The Claimants and the Defendants shall jointly and severally indemnify the Escrow Agent against any loss, 47 liability, damages, costs or expenses, (including legal expenses) howsoever arising in relation to this Agreement or 48 the Escrow Amount. 49

(e) The Escrow Agent shall keep the Escrow Amount separate from the Escrow Agent’s own funds at all times and 50 fully identifiable as being held in escrow for the Claimants and the Defendants. 51

(f) The Claimants and the Defendants acknowledge that any payment by the Escrow Agent from the Escrow Account 52 will be made as soon as reasonably practicable after receipt by the Escrow Agent of instructions in accordance with 53 Clause 5 (Release of the Escrow Amount). All payments shall be made by way of telegraphic transfer. 54


(g) The Escrow Agent’s obligations in relation to any particular payment required to be made in accordance with this 55 Agreement shall be fully discharged when the Escrow Agent has initiated the payment of the required amount to the 56 relevant payee’s account. 57

(h) The Escrow Agent shall have fulfilled its obligations under this Agreement when payment(s) of all amounts in the 58 Escrow Account have been initiated. 59

(h)7. Escrow Agent’s Fees 60 At the same time as the Defendants transfer the Escrow Amount to the Escrow Account, the Defendants shall also 61 transfer the amount plus any sales tax stated in Box 10 which the Escrow Agent is authorised to deduct from the 62 Escrow Account in settlement of the Defendants’ share of the Escrow Agent’s Fee. The Escrow Agent is authorised 63 to deduct from the first payment it makes to the Claimants the amount plus any sales tax stated in Box 9 in settlement 64 of the Claimants’ share of the Escrow Agent’s fee. If no payment is made to the Claimants the Escrow Agent may 65 invoice the Claimants directly for their share of the Escrow Agent’s Fee. 66

7.8. Notices 67 All notices under this Agreement shall be given in writing to the email addresses stated in Boxes 2, 3 and 5, as the 68 case may be. 69

8.9. Variations 70 This Agreement may be amended at any time only by and upon the written agreement of each of the Escrow Agent, 71 the Claimants and the Defendants. 72

9.10. Counterparts 73 This Agreement may be executed in any number of separate counterparts, each of which is an original but all of 74 which together shall constitute one and the same instrument. 75

10.11. Third Party Rights 76 This Agreement is not intended, and shall not create, any third party beneficiaries or rights in any third parties and 77 the provisions of the Contract (Rights of Third Parties) Act 1999 are expressly excluded. 78

11.12. Invalidity 79 If one or more of the provisions of this Agreement is or becomes invalid, illegal or unenforceable the validity, legality 80 and enforceability of the remaining provisions of this Agreement shall not be in any way affected or impaired thereby. 81

12.13. Entire Agreement 82 This Agreement comprises the entire agreement between the Escrow Agent, the Claimants and the Defendants and 83 supersedes all previous agreements whether oral or written between the parties. 84

13.14. Law and JurisdictionDispute Resolution Clause 85 (a) This Agreement shall be governed by and construed in accordance with the law of the country stated in Box 11. 86 If Box 11 is left blank, then English law shall apply. 87

(b) The parties submit to the exclusive jurisdiction stated in Box 12. If Box 12 is left blank, then the exclusive 88 jurisdiction of the courts of England and Wales shall apply. 89

90

91

This Agreement has been executed as of the date stated in Box 1. 92

93

SIGNED by _________________________ 94 For and on behalf of the Claimants 95

96

SIGNED by _________________________ 97 For and on behalf of the Defendants 98

99

SIGNED by _________________________ 100 For and on behalf of the Escrow Agent 101

Standard Escrow Agreement for Disputes

Copyright © 2017 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this document will constitute an infringement of BIMCO’s copyright. Printed by BIMCO’s IDEA2. Explanatory Notes are available from BIMCO at www.bimco.org.

Enclosure Item 3.3.A DC Meeting 14 Nov 2017

Annex A – Letter of Instruction

To: [Content control box prompting insertion of “Name of Escrow Agent”] Reference is made to the Escrow Agreement dated ___________ made between you as Escrow Agent and us. In accordance with the terms and conditions of the Escrow Agreement, we hereby jointly and irrevocably instruct you to pay the following amount from the Escrow Account to the account as specified below: Amount: Bank: Address: Account Name: Account Number: IBAN: SWIFT/BIC: Payment reference: Any balance remaining in the Escrow Account shall be returned to the Defendants. Dated: ______________ SIGNED by _________________________ SIGNED by _________________________

For and on behalf of the Claimants For and on behalf of the Defendants

Name: Name:

Enclosure Item 3.3.B D.C. Meeting 14 Nov 2017

Draft no. 5, 11 Oct 2017

Copyright © 2017 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this document will constitute an infringement of BIMCO’s copyright. Printed by BIMCO’s IDEA2. For Conditions of Use and Explanatory Notes visit www.bimco.org.

ESCROW AGREEMENT

STANDARD DEPOSIT ESCROW AGREEMENT FOR SHIP SALE AND PURCHASE

1. Date of this Agreement 2. Date of Memorandum of Agreement (MOA)

3. Sellers

(i) Name:

(ii) Address:


(iv) Email address:

4. Sellers’ Authorised Representatives (Name, Nationality, Passport/Idenitity Card Number)

5. Buyers

(i) Name:

(ii) Address:


(iv) Email address:

6. Buyers’ Authorised Representatives (Name, Nationality,

Passport/Idenitity Card Number)

7. Deposit Holder

(i) Name:

(ii) Address:


(iv) Email address:

8. Deposit (state amount and currency)

9. Deposit Account

(i) Bank:

(ii) Address:

(iii) Account Name:

(iv) Account Number:

(v) IBAN:

(vi) SWIFT/BIC:

(vii) Payment Reference:

10. Vessel

(i) Name:

(ii) IMO number:

(iii) Flag State:

11. Banking Days’ Jurisdiction(s)

12. Deposit Holder’s Fee (Sellers’ share)


13. Deposit Holder’s Fee (Buyers’ share)


14. Governing law (Cl. 14(a)) 15. Exclusive jurisdiction (Cl. 14(b))

The Sellers and the Buyers have entered into the MOA identified in Box 2 for the sale of the Vessel stated in Box 10 and 1 have agreed that the Deposit shall be held by the Deposit Holder on behalf of the Sellers and the Buyers in accordance with 2 the terms of this Agreement. 3

1. Definitions 4

Banking Days means days on which banks are open for business in the jurisdictions named in the MOA and in any 5 additional jurisdictions stated in Box 11. 6

Buyers means the party stated in Box 5. 7

Deposit Holder means the party stated in Box 7. 8


Deposit means the amount stated in Box 8. 9

Deposit Account means the account stated in Box 9. 10

Sellers means the party stated in Box 3. 11

All other capitalised terms used in this Agreement shall have the same meaning as in the MOA. 12

2. Appointment of the Deposit Holder 13 The Sellers and the Buyers hereby appoint the Deposit Holder to hold the Deposit in accordance with this Agreement, 14 and the Deposit Holder accepts its appointment hereunder. 15

3. Documentation 16 The Deposit Holder shall not be obliged to open the Deposit Account or to accept payment of the Deposit until the 17 Deposit Holder has received in form and content acceptable to it, the following: 18

(a) a copy of the MOA signed by the Sellers and the Buyers; 19

(b) this Agreement duly signed either in original or by email; 20

(c) any application forms or bank mandates relating to the opening and operation of the Deposit Account required by 21 the Deposit Holder; 22

(d) a copy of the certificate of incorporation and memorandum and articles of association or equivalent constitutional 23 documents of both the Sellers and Buyers; 24

(e) any documentation necessary to satisfy the Deposit Holder’s ‘Know-Your-Customer’ (KYC) policies; and 25

(f) any other information reasonably required by the Deposit Holder. 26

Immediately upon opening of the Deposit Account the Deposit Holder shall notify the Sellers and the Buyers that it is 27 ready to receive the Deposit. 28

If the Deposit Holder does not receive the above documentation within five (5) Banking Days from the date of this 29 Agreement the Deposit Holder may terminate this Agreement by written notice to the Sellers and the Buyers. Such 30 termination shall be without liability to either the Sellers or the Buyers and without prejudice to any rights of the 31 Deposit Holder under this Agreement. 32

4. Payment of Deposit 33 (a) The Buyers shall transfer the Deposit to the Deposit Account in accordance with the MOA, without deduction, 34 withholding or set-off unless obliged to do so, in which case the amount to be transferred to the Deposit Holder shall 35 be increased to the extent necessary to ensure the Deposit Holder receives the Deposit in full. 36

(b) The Deposit Holder shall notify the Sellers and the Buyers immediately upon receipt of funds and if the Deposit 37 is not received in full. 38

5. Release of the Deposit 39 (a) The Deposit Holder shall release the Deposit and interest, if any, on receipt of either: 40

(i) a Letter of Instruction in the form attached as Annex A signed by an authorised representative of each of the 41 Sellers and the Buyers; or 42

(ii) a final and unappealable award or final and unappealable judgment of any competent court, tribunal or arbitration 43 panel. 44

(b) Any bank charges incurred in releasing any funds from the Deposit Account shall be for the account of the party 45 receiving those funds. 46

6. Responsibilities of the Deposit Holder 47 (a) The Deposit Holder shall hold and deal with the Deposit in accordance with the terms of this Agreement. Unless 48 stated otherwise the Deposit Holder owes no duty, obligation or responsibility whatsoever (whether express or 49 implied) to either the Sellers or the Buyers or any other person. 50

(b) The Deposit Holder shall not be liable for any loss, liability, damages, costs or expenses arising out of or in 51 connection with the performance of its obligations under this Agreement unless caused by its negligence or willful 52 misconduct. 53

(c) In any event, the Deposit Holder shall not be liable for: 54


(i) any loss of business, loss of goodwill, loss of opportunity or loss of profit; nor 55

(ii) any loss whatsoever deemed consequential or indirect under applicable law. 56

(d) The Sellers and the Buyers shall jointly and severally indemnify the Deposit Holder against any loss, liability, 57 damages, costs or expenses, (including legal expenses) howsoever arising in relation to this Agreement or the 58 Deposit. 59

(e) The Deposit Holder shall keep the Deposit separate from the Deposit Holder’s own funds at all times and fully 60 identifiable as being held as deposit only for the Sellers and the Buyers. 61

(f) The Sellers and the Buyers acknowledge that any payment by the Deposit Holder from the Deposit Account will 62 be made as soon as reasonably practicable after receipt by the Deposit Holder of instructions in accordance with 63 Clause 5 (Release of the Deposit). All payments shall be made by way of telegraphic transfer. 64

(g) The Deposit Holder’s obligations in relation to any particular payment required to be made in accordance with 65 this Agreement shall be fully discharged when the Deposit Holder has initiated the payment of the required amount 66 to the relevant payee’s account. 67

(h) The Deposit Holder shall have fulfilled its obligations under this Agreement when payment of all amounts 68 (including interest) in the Deposit Account have been initiated. 69

7. Deposit Holder’s Fees 70 At the same time as the Buyers pay the Deposit to the Deposit Account, the Buyers shall also pay the amount plus 71 any sales tax stated in Box 13 which the Deposit Holder is authorised to deduct from the Deposit Account in 72 settlement of the Buyers’ share of the Deposit Holder’s Fee. The Deposit Holder is authorised to deduct from the first 73 payment it makes to the Sellers the amount plus any sales tax stated in Box 12 in settlement of the Sellers’ share of 74 the Deposit Holder’s fee. If no payment is made to the Sellers the Deposit Holder may invoice the Sellers directly for 75 its share of the Deposit Holder’s Fee. 76 77

8. Notices 78 All notices under this Agreement shall be given in writing to the email addresses stated in Boxes 3, 5 and 7, as the 79 case may be. 80

9. Variations 81 This Agreement may be amended at any time only by and upon the written agreement of each of the Deposit Holder, 82 the Sellers and the Buyers. 83 84

10. Counterparts 85 This Agreement may be executed in any number of separate counterparts, each of which is an original but all of 86 which together shall constitute one and the same instrument. 87 88

11. Third Party Rights 89 This Agreement is not intended, and shall not create, any third party beneficiaries or rights in any third parties and 90 the provisions of the Contract (Rights of Third Parties) Act 1999 are expressly excluded. 91

12. Invalidity 92 If one or more of the provisions of this Agreement is or becomes invalid, illegal or unenforceable the validity, legality 93 and enforceability of the remaining provisions of this Agreement shall not be in any way affected or impaired thereby. 94

13. Entire Agreement 95 This Agreement comprises the entire agreement between the Deposit Holder, the Sellers and the Buyers and 96 supersedes all previous agreements whether oral or written between the parties. 97

14. Law and JurisdictionDispute Resolution Clause 98 (a) This Agreement shall be governed by and construed in accordance with the law of the country stated in Box 14. 99 If Box 14 is left blank, then English law shall apply. 100

(a)(b) The parties submit to the exclusive jurisdiction stated in Box 15. If Box 15 is left blank, then the exclusive 101 jurisdiction of the courts of England and Wales shall apply. 102

103


This Agreement has been executed as of the date stated in Box 1. 104

105

SIGNED by _________________________ 106 For and on behalf of the Sellers 107

108

SIGNED by _________________________ 109 For and on behalf of the Buyers 110

111

SIGNED by _________________________ 112 For and on behalf of the Deposit Holder 113

Standard Escrow Agreement for Sale and Purchase Transactions

Copyright © 2017 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this document will constitute an infringement of BIMCO’s copyright. Printed by BIMCO’s IDEA2. Explanatory Notes are available from BIMCO at www.bimco.org.

Enclosure Item 3.3.B DC Meeting 14 Nov 2017

Annex A – Letter of Instruction

To: [Content control box prompting insertion of “Name of Deposit Holder”] Reference is made to the Memorandum of Agreement dated ___________ between ourselves as Sellers and Buyers respectively, relating to the sale of the Vessel and the Escrow Agreement dated ___________ between you as Deposit Holder and ourselves. In accordance with the terms and conditions of the Escrow Agreement, we hereby jointly and irrevocably instruct you to pay the following amount from the Deposit Account to the account as specified below: Amount: Bank: Address: Account Name: Account Number: IBAN: SWIFT/BIC: Payment reference: [content control box prompting insertion of “name of Vessel”] /Deposit Interest accrued on the Deposit, if any, shall be returned to the Buyers. Dated: ______________ SIGNED by _________________________ SIGNED by _________________________

For and on behalf of the Sellers For and on behalf of the Buyers

Name: Name:

Enclosure Item 3.4 D.C. Meeting 14 Nov 2017

Copyright © 2017 FONASBA. Published jointly by BIMCO and FONASBA.

All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this document will

constitute an infringement of FONASBA’s copyright.

GENERAL AGENCY AGREEMENT

PART I 1. Date of Agreement

2. Agent (full style and address) FONASBA Quality Standard Certification Yes No

3. Principal (full style and address)

4. Commencement date/Period

5. Notice of termination

6. Territory 7. Trade

8. Activities (tick the boxes to apply) (Clause 7 and Annex C) Marketing and sales Port agency Husbandry agency General agency Documentation Other (specify)

9. Agent’s bank details Currency: Bank: Address: Account Number: Account Name: IBAN: BIC/SWIFT code:

10. Remuneration (See Annex A) 11.Liability cap (Clause 19(i)(b)) Applies only if an amount is stated; if left blank, Clause 19(i)(a) applies.

12. Funding (See Annex B)

13. Agent contact details

14. Principal contact details

15. Dispute Resolution (Clause 28 BIMCO Dispute Resolution Clause state (a), (b), (c) or (d); if (c) agreed state Singapore or English law; if (d) agreed, governing law and place of arbitration must be stated)

16. Additional Clauses, if any

It is mutually agreed that this Agreement shall be performed subject to the conditions contained herein consisting of Part I, Part II and Annexes A, B and C. In the event of a conflict of conditions, the provisions of Part I shall prevail over those of Part II and Annexes A, B and C to the extent of such conflict but no further.

Signature and Company Stamp (Agent)

Signature and Company Stamp (Principal)


PART II General Agency Agreement




Definitions

“Activities” means the functions specified in Box 8.

“Agent” means the party stated in Box 2.

“Disbursements” means expenses paid or payable to third parties.

“Expenses” means costs incurred by or on behalf of the Agent for the account of the Principal.

“Funding” means the terms on which Remuneration will be paid and Disbursements settled.

“Parties” means the Agent and the Principal.

“Period” means the length of time and/or the project details specified in Box 4.

“Principal” means the party stated in Box 3.

“Remuneration” means the fee, commission or other sum payable to the Agent for the performance of the agreed Activities.

“Territory” means the port(s), place(s) or geographic area specified in Box 6.

Section 1 Basis of the Agreement

1. The Agent has agreed to act on behalf of the Principal in the Territory in accordance with this Agreement.

2. This Agreement shall commence on the date stated in Box 4 and continue for the Period stated therein. In the event that no Period is specified, the Agreement shall continue until terminated by either party giving to the other the period of notice specified in Box 5.

3. The Agent will not accept representation of other shipping companies or engage in NVOCC or freight forwarding activities in the Territory, which are in direct competition with the trade specified in Box 7, without prior written consent which shall not be unreasonably withheld.

4. The Principal undertakes not to appoint any other party in the Territory for the Activities set out in Box 8, unless and solely to the extent required to do so by the terms of a charter party or other contract of carriage. In such event, all other Activities under this agreement shall be performed by the Agent.

5. The Principal will remunerate the Agent for the Activities agreed in Box 8 in accordance with Box 10 and/or Annex A (Remuneration).






6. The Agent may appoint sub-agents subject to prior written approval by the Principal.

(a)* The Agent shall be responsible for any loss or damage to the Principal arising from sub-agents’ negligent, reckless or wilful acts or omissions in the discharge of their obligations under this Agreement.

(b)* The Agent shall not be responsible for the negligent acts or defaults of any sub-agents unless the Agent fails to exercise due care in the appointment and supervision of such sub-agent. Notwithstanding the foregoing the Agent shall be responsible for the acts of its subsidiary companies appointed within the context of this Clause.

The Agent shall not be responsible for failure to exercise due care in the appointment of any sub-agent nominated by the Principal.

* Subclauses (a) and (b) are alternatives. Strike out the one not to apply. If no choice has been made, Subclause (a) shall apply.

Section 2 Activities

7. Activities include the following and may be expanded upon in Annex C:

(a) Marketing and sales

(i) Undertaking marketing and sales in the Territory by maintaining contact with shippers, consignees, freight forwarders and charterers and keeping the Principal informed of potential business opportunities;

(ii) providing statistics and information reasonably requested by the Principal;

(iii) engaging in public relations activities and participating in any trade association as agreed with the Principal; and

(iv) agreeing a budget with the Principal to enable the Agent to fulfil the agreed scope of representation.

(b) Port agency

(i) Arranging for berthing of vessels, loading and discharging of cargo and/or passengers in accordance with local custom and conditions;

(ii) cargo operations: co-ordinating stevedores and terminal operators, reporting to relevant authorities and arranging and checking documentation;






(iii) inward and outward clearance of vessels: making arrangements to permit entry and departure, complying with the requirements of statutory and regulatory authorities and arranging and co-ordinating the provision of port services;

(iv) keeping the Principal regularly and in a timely manner informed of port and working conditions likely to affect the despatch of the Principal’s vessels;

(v) reporting to the Principal the vessel’s position and preparing a statement of facts of the call and/or a port log; and

(vi) placing orders on behalf of the Principal for the supply of goods and services.

(c) Husbandry agency

(i) Attending the Master and all crew matters, consular requirements, organising medical and dental treatment and supervising crew changes;

(ii) ordering and receiving goods, services, supplies and spare parts for the vessel;

(iii) making arrangements for receiving bunkers;

(iv) arranging and co-ordinating repairs; and

(v) all other activities relating to the day to day running of the vessel.

(d) General agency

(i) Co-ordinating all activities of port and/or sub-agents, as set forth in this Agreement, in order to ensure the proper performance of all customary requirements for the operation of the Principal’s vessels in the Territory; and

(ii) attending to the Principal’s requirements concerning claims handling. All expenses involved with claims handling are for the Principal’s account.

(e) Documentation

On behalf of the Principal, issuing bills of lading and manifests, delivery orders, certificates and such other documents as may be required.

8. All communications, instructions and exchanges between the Parties in connection with arrangements for, and the operation of, Activities shall be in accordance with the Agent’s contact details at Box 13 and the Principal’s contact details at Box 14.






Section 3 Finance and Budgets

9. The Agent shall:

(i) collect any monies due to the Principal including, but not limited to, freight, storage, demurrage and terminal handling charges;

(ii) check all invoices or vouchers received for services rendered and prepare a proper disbursement account in respect of each voyage or accounting period;

(iii) encourage authorities, port and terminal operators and service providers to render invoices in a timely manner and take prompt action to obtain any invoices that are delayed without good reason;

(iv) provide appropriate records of the Principal’s financial position, which shall be available for inspection. The costs of such inspection shall be entirely for the Principal’s account;

(v) advise the Principal of all amendments to port tariffs and other charges as they become known;

(vi) calculate freight and other charges and exercise reasonable skill and care in applying all terms and conditions and agreements;

(vii) take and pass the benefit on to the Principal of all available discounts;

(viii) remit to the Principal any monies due at such periodic intervals as may be agreed. All bank charges shall be for the Principal’s account. The Agent shall have authority to retain money from the freight collected to cover all past and current Disbursements and Remuneration, subject to providing regular cash position statements to the Principal. In the event of a debit balance, the Principal shall restore Funding to the agreed level but may deduct any amount held by the Agent in credit for a subsequent accounting period; and

(ix) advise the Principal of the customary credit terms and arrangements. If the Agent is required to grant credit to customers for commercial reasons, the risk in respect of outstanding collections is for the Principal’s account unless the Agent has granted credit without the knowledge of the Principal.

10. For the avoidance of doubt, the Agent shall not be required or expected to use or commit its own funds to finance the Principal’s interests or obligations.

11. The Principal shall advance Funding at such times and in such sums as agreed and set out at Annex B (Funding), required for the fulfilment of the Agent’s obligations and to meet Disbursements and Remuneration payable under this Agreement. Funding shall be paid into the Agent’s bank account stated at Box 9. The account details and number will not be changed during the existence of this Agreement.






12. In the event of termination, whether or not due to default of the Agent, all Disbursements and Remuneration outstanding or arising at, or in connection with any Activities being provided at, the time of termination, shall be settled by the Principal.

13. Termination of this Agreement shall be without prejudice to all rights accrued by or between the Parties prior to the date of termination.

14. The Agent shall ensure that the Principal’s funds are accounted separately from its own.

15. Without prejudice to any other right or remedy under this Agreement, if the Principal fails to comply with any of its financial obligations the Agent shall be entitled to:

(i) inform any suppliers, service providers or authorities that the Agent has not been put in funds;

(ii) take any necessary measures to detain the vessel or vessels in port until such funds are received;

(iii) retain any documents that the Agent has in its possession pending receipt of funds; and

(iv) terminate this Agreement with immediate effect by giving written notice to the Principal.

Section 4 Resources and Insurance

16. The Agent shall provide resources necessary for the performance of its Activities under this Agreement.

17. Software provided by the Principal for any purpose connected with this Agreement shall remain the Principal’s property and shall be used exclusively for the purpose for which it is provided.

18. Insurance

(a) The Agent shall, throughout the duration of this Agreement, maintain adequate and appropriate insurance cover for:

(i) negligent acts or defaults in the performance of its obligations under this Agreement; and

(ii) public liability insurance.

(b) The Principal shall, throughout the duration of this Agreement, maintain shipowners’ protection and indemnity insurance or charterers’ cover, as appropriate. If the Principal does not have such cover, the Agent shall be entitled to terminate this Agreement with immediate effect by giving written notice to the Principal.






(c) The Principal and the Agent shall, on the request of the other, provide evidence of such insurance cover.

Section 5 Liability

19. Liability

(i) Liability to Principal

The Agent shall not be liable to the Principal for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to the vessel) and howsoever arising in the course of performance of this Agreement, unless same is proved to have resulted solely from the negligence or wilful default of the Agent or sub-agents if Clause 6(a) applies.

Save where loss, damage, delay or expense has resulted from the Agent’s personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result, the Agent’s liability for each incident or series of incidents giving rise to a claim or claims shall never exceed:

(a)* a total of ten (10) times the Remuneration specified in Box 10 which shall be deemed earned in any event; or

(b)* the amount agreed and stated in Box 11.

*Subparagraphs (a) and (b) are alternatives. If Box 11 is not completed, subparagraph (a) shall apply.

(ii) Himalaya Clause

It is hereby expressly agreed that no employee of the Agent (including every sub-contractor from time to time employed by the Agent) shall in any circumstances whatsoever be under any liability whatsoever to the Principal for any expense, loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect, or default on its part while acting in the course of or in connection with its employment and, without prejudice to the generality of the foregoing provisions in this Clause 19(ii), every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Agent or to which the Agent is entitled hereunder shall also be available and shall extend to protect every such employee or sub-contractor acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 19 the Agent is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be its servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.






20. Except to the extent that the Agent would be liable under Clause 19, the Principal hereby undertakes to keep the Agent and its employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of this Agreement, and against and in respect of all costs, loss, damage and expenses (including legal costs and expenses on a full indemnity basis) which the Agent may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement.

Section 6 Miscellaneous

21. This Agreement shall terminate forthwith in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver or administrator is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

22. The Principal shall provide the Agent with procedures and policies to be followed in connection with its duties and functions under this Agreement.

23. If anything is done or not done, such shall not constitute a waiver of any rights under this Agreement.

24. Neither party shall assign or novate this Agreement without the consent of the other party.

25. The provisions of this Agreement are private and confidential. The Agent will treat all information provided by the Principal about its business activities as confidential. The Agent will not disclose such confidential information, without the Principal’s consent, either during or after termination of this Agreement.

This obligation will not however extend to information which:

(i) was already or becomes known to the Agent through other sources not subject to such an obligation of confidentiality;

(ii) is or becomes known to the market generally other than as a result of a breach of this obligation; or

(iii) which the Agent is obliged to disclose pursuant to an order of a court or other such authority.

In all cases such obligation of confidentiality shall be deemed to end two years after the expiry or termination of this Agreement.






26. Notwithstanding anything in this Agreement, the Agent or the Principal shall not be required to do anything that constitutes a violation of the laws and regulations of any State to which either of them is subject.

27. All notices given by either party to the other shall be in writing and sent to the address for that other party set out at Part I of this Agreement.

A notice may be sent by registered or recorded mail, facsimile, electronically or delivered by hand.

Any notice given under this Agreement shall take effect on receipt by the other party and shall be deemed to have been received:

(i) if posted, on the seventh (7th) day after posting;

(ii) if sent by facsimile or electronically, on the day of transmission; and

(iii) if delivered by hand, on the day of delivery,

and in each case proof of posting, handing in or transmission shall be proof that notice has been given, unless proved to the contrary.

Section 7 Law and Jurisdiction

28. The Parties agree to refer any disputes to arbitration and to incorporate the BIMCO Dispute Resolution Clause 2016 into this Agreement. They have elected the governing law and jurisdiction referred to in Box 15. In the absence of a declared choice, English law and London arbitration shall apply in accordance with Subclause (a) of the BIMCO Dispute Resolution Clause 2016.





ANNEX A: REMUNERATION







ANNEX B: FUNDING







ANNEX C: ACTIVITIES



ENCLOSU RE ITE M 3.5 - WORLDFOOD 2017, PART IEnclosure Item 3.5 DC Meeting 14 Nov 2017

1

Co

pyr

igh

t, p

ub

lish

ed b

y W

orl

d F

oo

d P

rog

ram

me.

Ro

me

Oct

ob

er 1

986

(as

revi

sed

Oct

ob

er 1

999)

Ap

pro

ved

by

Th

e D

ocu

men

tary

Co

mm

itte

e o

f

TH

E B

AL

TIC

AN

D IN

TE

RN

AT

ION

AL

MA

RIT

IME

CO

UN

CIL

(BIM

CO

)

Co

pen

hag

en

En

clo

sure

Item

3.5

- W

OR

LD

FO

OD

201

7, P

art

I

Pri

nte

d b

y B

IMC

O’s

idea

1. Shipbroker (from WFP panel)

Choose an item.

Click here to enter text.

UNITED NATIONS WORLD FOOD PROGRAMME VOYAGE CHARTER PARTY CODE NAME: WORLDFOOD 2017

PART I

2. Vessel´s name

Choose an item.

3. Place and date



4. Owners and place of business (see full details in Schedule A)

Choose an item.


5. Charterers and place of business

United Nations World Food Programme Via Cesare Giulio Viola, 68/70 00148 Parco De´ Medici - ROME

6. Loading ports(s) or place(s). If applicable, also state number of days prior declaration of actual load port(s) or place(s) (Cl. 2)


7. Discharging port(s) or place(s). If applicable, also state number of days prior declaration of actual discharge port(s) or place(s) (Cl. 2)


8. Cargo (also state quantity, if full and complete cargo not agreed state “part cargo”) (Cl. 3)


9. Vessel´s description (Details as per Schedule A)


10. First Laydays date (Cl. 4)


11. Cancelling date (Cl. 5)


12. Present position/ETA first load port (Cl. 4)


13. Advance notices (loading) (Cl. 6) to be given to:

United Nations World Food Programme


and the other parties specified below at their respective contact addresses:


14. Advance notices (discharging) (Cl. 7) to be given to:



and the other parties specified below at their respective contact addresses:


15. Laytime for loading (Cl. 10)


16. Laytime for discharging (Cl. 10)


17. Demurrage rate (loading and discharging) (Cl. 11)


18. Freight rate (Cl. 22)


19. Freight payment (state currency and method of payment, beneficiary and bank account) (Cl. 22)


20. Brokerage commission and to whom payable (Cl. 38)


21. Numbers of additional clauses covering special provisions, if agreed


It is mutually agreed that this Charter Party shall be performed subject to the conditions contained herein consisting of PART I and PART II and Schedule A. The provisions of PART I and Schedule A shall prevail over the terms of PART II to the extent of any conflict between them.

Signature (Owners)


Signature (Charterers)


https://bimco094.sharepoint.com/Documentary/Shared%20Documents/1.%20Contracts/WORLDFOOD%2099/1.%20Drafts/Part2.docX#Clause002














“WORLDFOOD 2017” SCHEDULE A

2

En

clo

sure

Item

3.5

- W

OR

LD

FO

OD

201

7, P

art

I

Vessel´s name

Choose an item.

Owners´s Details

A. Owner´s Name Choose an item.

The name of the registered Owner if the party identified in Box A is not the registered Owner. Click here to enter text.

Address Click here to enter text.

Address Click here to enter text.

E-mail Phone Click here to enter text.

E-mail Phone Click here to enter text.

Designated person Click here to enter text.

Designated person Click here to enter text.



Owner´s P&I Club Click here to enter text.

Registered Owner´s P&I Club Click here to enter text.

Owner´s Hull & Machinery Insurers/Hull & Machinery value Click here to enter text.

Registered Owner´s Hull & Machinery Insurers/Hull & Machinery value Click here to enter text.

Certificates attached Choose an item.

Certificates attached Choose an item.

Vessel Description

Flag Click here to enter text.

Year built Click here to enter text.

Vessel Type Call sign E-mail Click here to enter text. Click here to enter text.

IMO Number Class


NT Click here to enter text.

GT Click here to enter text.

DWT Click here to enter text.

Draft Click here to enter text.

TPC Click here to enter text.

Intended Performing Speed Click here to enter text.

Gear Type and lifting capacity Slings (Y/N) Grabs (Y/N) (if yes, state capacity)


LOA Click here to enter text.

Beam Click here to enter text.

Twin hatch Click here to enter text.

Number of hatches Click here to enter text.

Hatch dimensions Click here to enter text.

Number of holds Click here to enter text.

Grain cubic Click here to enter text.

Bale cubic Click here to enter text.

Supplementary Information

Last special survey Click here to enter text.

Last dry dock Click here to enter text.

Last 3 cargoes Last 3 ports Click here to enter text.

Details of General Average in last 2 years Click here to enter text.

Previous names in last 12 months Click here to enter text.

PART II WORLDFOOD 992017 Charter Party

Showing all changes from beginning of revision


Definitions 1

“Charterers” means the party stated in Box 5. 2

“Owners” means the party stated in Box 4 and Schedule A. 3

“Vessel” means the vessel named and described in Box 9 and Schedule A. 4

1. Vessel 5

(a) The Owners shall: 6

(i) before and at the beginning of the voyage exercise due diligence to make the Vessel seaworthy 7 and in every way fit for the voyage and for the trade for which sheit is employed, with a full 8 complement of Master, officers and crew for a vessel of herits type, tonnage and flag; 9

(ii) ensure that throughout the currency of this Charter Party the Vessel and herits Master, officers 10 and crew will comply with all safety and health regulations and other statutory rules or regulations 11 and internationally recognized requirements necessary to secure safe and unhindered loading of the 12 cargo, performance of the voyage and discharge of the cargo; 13

(iii) ensure that throughout the currency of this Charter Party the Vessel is fully insured in respect of 14 loss of or damage to or in connection with cargo by the Protection and Indemnity Class of the P&I 15 Club stated in Schedule A and also insured against hull and machinery risks for a value not less than 16 that specified in Schedule A. 17

(b) The Vessel as described in Box 9 and in Schedule A shall be classed Lloyd's 100 A1 or equivalent 18 as stated in Schedule A. The Owners warrant to maintain that class throughout the currency of this 19 Charter Party. 20

2. Voyage 21

(a) The Vessel shall with all reasonable despatch proceed to the loading port(s) or place(s) stated in Box 22 6 or so near thereto as sheit may safely get and lie always safe and afloat, and there load the cargo 23 stated in Box 8, and being so loaded the Vessel shall with all reasonable despatch proceed to the 24 discharging port(s) or place(s) stated in Box 7 or so near thereto as sheit may safely get and lie 25 always safe and afloat and there deliver the cargo. 26

If the Charterers have the right to order the Vessel to load and/or discharge at one or more ports out 27 of several named ports or within a specific range, the Charterers shall declare the actual port or ports 28 of loading and/or discharge within the number of days stated in Boxes 6 and 7, respectively. 29

Unless loading and/or discharging ports are named in this Charter Party, the responsibility for 30 providing safe ports or places of loading and/or discharging lies with the Charterers. 31

(b) Rotation of Ports 32

Unless otherwise agreed, loading and/or discharging at two or more ports shall be effected in 33 geographical rotation. 34

3. Cargo 35

(a) Unless otherwise stated in Box 8, this Charter Party is for a full and complete cargo as described in 36 Box 8. 37




(b) The Charterers warrant that the cargo referred to in Box 8 is non-dangerous for carriage according 38 to applicable safety regulations including IMO Code(s). 39

(c) Part Cargo - if agreed and stated in Box 8 thatthe cargo to be carried is a part cargo (see Box 8), it 40 is a condition of this Charter Party is for a part cargo,that the Owners guarantee that any additional 41 cargo shall be non-hazardous and non-injuriousnot be entitled to ship any other cargo without the 42 prior written approval of the Charterers, which shall not be unreasonably withheld. Breach of this 43 condition shall entitle the Charterers to the cargo carried immediately terminate this Charter Party, 44 without prejudice to any of their other rights under this Charter Party and that in any event no 45 fertilisers or chemicals will be loaded. 46

Such additional cargo shall be stowed in separate compartments and shall not affect the rate of 47 loading and discharging of the cargo under this Charter Party as stipulated in Boxes 15 and 16, 48 respectively. 49

If cargo other than the Charterers' cargo is loaded/discharged at the same port and/or berth and 50 waiting time is incurred, such timelaytime or if the Vessel is on demurrage, demurrage shall be 51 calculated on a pro rata basis according to the quantity of each cargo. If cargo other than the 52 Charterers' cargo is loaded/discharged at the same berth, timelaytime or if the Vessel is on 53 demurrage, demurrage, shall only count when the Charterers' cargo is actually being 54 loaded/discharged. Should cargo other than the Charterers' cargo interfere in any way whatsoever 55 with loading/discharging of the Charterers' cargo, timelaytime or if the Vessel is on demurrage, 56 demurrage, shall cease to count entirely if the Charterers' loading/discharging is stopped completely 57 or on a pro rata basis if partially stopped. 58

The Owners shall pay totally or proportionally the costs of lightening, if any, at the port(s) of discharge 59 incurred due to loading of completionsuch additional cargo. 60

(dc) Unless otherwise stated in Box 8, all quantities shall be expressed in tons of 1,000 kilograms. 61

(d) WFP cargo shall not be sublet. 62

4. Laydays Date and Present Position 63

At the date of this fixture the Vessel is currently at the position stated in Box 12 and expected ready 64 to load at the first or sole loadport on the date stated in Box 12. 65

5. Laydays and Cancelling 66

(a) Laydays shall not commence before 07.00 hours local time at the loading port or place on the date 67 stated in Box 10. However, notice of readiness may be given before that date and notice time shall 68 run forthwith. 69

(b) Present position of the Vessel as per Box 12. 70

5. Cancelling 71

(a(b) The Charterers shall have the option of cancelling the Charter Party if the Vessel has not tendered 72 notice of readiness to load on or before 17.00 hours local time at the loading port or place on the 73 cancelling date stated in Box 11. 74

(bc) Should the Owners anticipate that, despite the exercise of due diligence, the Vessel will not be ready 75 to load by the cancelling date, they shall notify the Charterers thereof without delay stating the actual 76 date of sailing or the expected date of the Vessel's readiness to sail from herits last discharge port 77 and herits expected date of readiness to load. 78




In notifying the Charterers of the delay the Owners may require the Charterers to declare within two 79 working days after receipt of such notice whether they will exercise their option to cancel the Charter 80 Party or agree to a new cancelling date. 81

If the Charterers do not exercise their option of cancelling, then this Charter Party shall be deemed 82 to be amended such that the fourth day after the new date of readiness indicated in the Owners' 83 notification shall be regarded as the new cancelling date. 84

(c) d) The provisions of sub-clause (b) of this Clause shall operate only once and, in case of the Vessel's 85 further delay, the Charterers shall have the option of cancelling the Charter Party as per sub-clause 86 (ab) above. 87

6. Advance Notices (Loading) 88

(a) The Owners and/or the Master shall give the following notices of ETA (Estimated Time of Arrival) at 89 first or sole loading port to the Charterers and the Parties indicated in Box 13: 90

(i) notice of ETA at time of fixture; 91

(ii) 10 days’ notice of ETA; 92

(iii) 72 hours’ notice of ETA; 93

(iv) 24 hours’ definite notice of arrival. 94

Notwithstanding provisions to the contrary in Clauses 8 and 9, if the Owners and/or the Master fail 95 to give notice in accordance with sub-clause 6 (a)(iv), laytime shall not start to count until 48 hours 96 after the arrival of the Vessela valid notice of readiness has been tendered in accordance with Clause 97 8. 98

(b) The Master shall give the Vessel's position every 72 hours after fixing and, if transiting the Suez 99 Canal and/or the Panama Canal, the Master shall notify the Charterers thereof, stating time of 100 entering and leaving the Canal(s). 101

7. Advance Notices (Discharging) 102

(a) The Owners and/or the Master shall give the following notices of ETA at first or sole discharging port 103 to the Charterers and the Parties indicated in Box 14: 104

(i) Upon sailing from loading port (or if more than one loading port from final port of loading) 105 approximate ETA, also stating quantity of cargo loaded and estimated arrival draft; 106

(ii) 10 days’ notice of ETA; 107

(iii) 72 hours’ notice of ETA; 108

(iv) 24 hours’ definite notice of arrival. 109

Notwithstanding provisions to the contrary in Clauses 8 and 9, if the Owners and/or the Master fail 110 to give notice in accordance with sub-clause 7 (a) (iv), laytime shall not start to count until 48 hours 111 after the arrival of the Vessela valid notice of readiness has been tendered in accordance with Clause 112 8. 113




(b) The Master shall give to the Charterers the Vessel's position every 72 hours en route to the 114 discharging port and, if transiting the Suez Canal and/or the Panama Canal, the Master shall notify 115 the Charterers thereof, stating time of entering and leaving the Canal(s). 116

8. Notice of Readiness (Loading and Discharging) 117

(a) At each port of loading or discharging, notice of readiness shall be given by the Master to the 118 Charterers and the Parties indicated in Boxes 13 and 14, as appropriate, when the Vessel is in the 119 loading or discharging berth, securely moored, and has obtained customs clearance and free 120 pratique and is in all respects ready to load or discharge. 121

(b) At each loading port before tendering notice of readiness, the Owners and the Master shall ensure 122 that all holds of the Vessel are clean, dry and free from smell and in all respects suitable to receive 123 the cargo to the Charterers' satisfaction. 124

(c) If a loading/discharging berth is not designated or if such designated berth is not available upon the 125 Vessel's arrival at or off the port, notice of readiness may be given upon arrival at the customary 126 waiting place at or off the port, whether cleared at customs or not and whether in free pratique or not. 127

However, if upon the Vessel's arrival at or off the port sheit is prevented from proceedingnot in any 128 event able to proceed to the loading/discharging berth, or perform the work required by herthe 129 Charterers, as a result of its inefficiency, weather, tidal conditions, strikes of tugs or pilots, or 130 mandatory regulations, notice of readiness may be given only when such hindrance(s) has (have) 131 ceased. 132

(d) Notice of readiness to load or discharge shall be tendered between the hours of 09.00 to 17.00 on 133 ordinary working days, Sundays (or their local equivalents) excepted and between the hours of 09.00 134 to 12.00 on Saturdays (or their local equivalents). 135

9. Time Counting (Loading and Discharging) 136

(a) Laytime shall not commence before 07.00 hours local time at the loading port or place on the date 137 stated in Box 10, even if used. However, a notice of readiness may be given in accordance with 138 Clause 8 before that date and notice time shall run forthwith. 139

(b) At the first or sole loading or and discharging port with Free In/Out Terms, laytime for loading and 140 discharging shall commence at 07.00 hours on the next working day following tendering of 141 noticeNotice of readinessReadiness in accordance with Clause 8. 142

(b) While(c) Where Free In/Out Terms apply, at second or subsequent port(s) of loading or and 143 discharging, laytime shall countresume upon the Master's tendering of notice of readiness, whether 144 in berth or not, providedaccordance with Clause 8. If the noticeNotice of readinessReadiness is not 145 tendered in accordance with Clause 8, otherwise the laytime shall commenceresume at 07.00 hours 146 on the next working day. If the Vessel is on demurrage, demurrage shall resume upon the Master 147 tendering Notice of Readiness in accordance with Subclauses 8(a), (b) and (c). 148

(cd) If the noticeNotice of readinessReadiness has been tendered while the Vessel is at or off the port, in 149 accordance with Clause 8, the (Notice of Readiness (Loading and Discharging)), laytime shall 150 commence and shall count as if the Vessel were in berthwas in berth provided that the Vessel 151 continues to be at the disposal of the Charterers. 152

(de) Actual time used for shifting time to the loading/discharging berth or to a waiting berth in port shall 153 not count as laytime unlessor if the Vessel is on demurrage, as demurrage the Vessel is already on 154 demurrage. 155




(e) (f) Time lost awaiting pilot, obtaining free pratique or customs clearance, or any other similar related 156 events which are Owners’ responsibility shall not count as laytime or, if the Vessel is on demurrage, 157 as demurrage. 158

(g) If, after tendering noticecommencement of readinesslaytime, and provided the Charterers have 159 appointed and paid for an independent surveyor to inspect the Vessel's holds/hatches as soon as 160 possible, the Vessel is nevertheless found not to be in all respects ready to load/discharge, the actual 161 time lostlaytime, or demurrage, if the Vessel is on demurrage, shall be suspended until the Vessel is 162 in fact ready to load/discharge (including customs clearance and free pratique, if applicable) shall not 163 count as laytime or, if the Vessel is already on demurrage, as time on demurrage. 164

(fh) Time lost as a result of inefficiencya breakdown, inability of all or any other cause, includingpart of 165 the Vessel’s equipment to load or discharge, strike by(whether partial or in full) of officers and/or 166 crew, or any other cause attributable to the Vessel, herits Master, herofficers, crew or the Owners 167 which affects the working of the Vessel, shall not count as laytime or as time, if the Vessel is on 168 demurrage., as demurrage. 169

(gi) In the event that the Vessel is waiting for a loading or discharging berth and notice of readiness has 170 been tendered according to Clause 98(c), no laytime shall be deductedinterrupted during such period 171 for reasonsperiods of adverse weather, unless the vessel occupying the loading or discharging berth 172 in question is actually prevented from working due to weather conditions, in which case laytime so 173 lost shall not count unless the Vessel is already on demurrage. 174

(hj) Excepted Periods. 175

(i) In those countries in which Sunday is the recognised day of rest, laytime shall not run from 176 either 12.00 hours on Saturday or, where Saturday is a day on which stevedores work only at 177 overtime rates, from the time on Friday at which stevedores ceasestart to be paid at the normal 178 rate,overtime until 07.00 hours on Monday. 179

(ii) In those countries in which Friday is the recognised day of rest, laytime shall not run from either 180 12.00 hours on Thursday or, where Thursday is a day on which stevedores work only at overtime 181 rates, from the time on Wednesday at which stevedores ceasestart to be paid at the normal 182 rate,overtime until 07.00 hours on Saturday. 183

(iii(iii) In those countries in which any other day is the recognised day of rest, laytime shall not run 184 from either 12.00 hours on the day before such day of rest (the preceding day) or, where such 185 preceding day is a day on which stevedores work only at overtime rates, from the time on the day 186 before the preceding day at which stevedores start to be paid overtime until 07.00 hours on the day 187 after the day of rest. 188

(iv) Laytime shall not run from 17.00 hours on a day preceding a national or local holiday until 07.00 189 hours on the next working day. 190

(iv) v) If work is actually carried outloading or discharging takes place during any of the excepted 191 periods specified in sub-paragraphsSubclauses (i) to (iiiiv) hereof, only half of suchthe time actually 192 used shall count as laytime. 193

(vi) Laytime between ports of loading and discharging shall be non-reversible. If the Vessel has to 194 load at two or more ports, the ports shall be regarded as a single one for the purpose of laytime 195 computation and the same principle shall apply to discharging ports. For the purposes of computing 196 laytime, twin or double hatches shall count as one hatch only. 197

10. Loading and Discharging 198




(a) Bulk Cargo - If loading bulk cargo, the cargo shall be loaded and spout-trimmed by the Charterers at 199 their expense, but under the supervision of the Master, at the rate stated in Box 15 per weather 200 working day of 24 consecutive hours (subject to excepted periods according to Clause 9). 201

Other than Bulk Cargo – If loading other than bulk cargo, the cargo shall be loaded and stowed by 202 the Charterers at their expense, but under the supervision of the Master, at the rate stated in Box 15 203 per weather working day of 24 consecutive hours (subject to excepted periods according to Clause 204 9). 205

(b) The cargo shall be discharged by the Charterers at their expense, but under the supervision of the 206 Master, at the rate stated in Box 16 per weather working day of 24 consecutive hours (subject to 207 excepted periods according to Clause 9). 208

(c) At each loading and discharging port stevedores shall be appointed and paid by the Charterers. 209

(d) Cargo Handling - During the loading and discharging operations, the Master shall supervise the work 210 performed by the stevedores and shall instruct them properly in regard to handling, loading, stowage 211 and discharging of the cargo. 212

Should the stevedores refuse to follow histhe Master’s instructions, the Master shall protest to them 213 in writing and shall advise the Charterers immediately thereof. 214

11. Demurrage/Despatch Money 215

(a) Demurrage in loading and discharging shall be paid by the Charterers at the rate as stated in Box 17 216 per running day or pro rata. 217

(b) Despatch money at half the demurrage rate shall be paid by the Owners on laytime saved in loading 218 and/or discharging. 219

(c) Demurrage and Despatch accounts shall be settled when finalizing accounts as perin accordance 220 with provisions of Clause 22. (Freight Payment). 221

(d) Laytime between ports of loading and discharging shall be non-reversible. If the Vessel has to load 222 at two or more ports, the ports shall be regarded as a single one for the purpose of laytime 223 computation and the same principle applies to discharging ports. For the purposes of computing 224 laytime, twin/double hatches shall count as one hatch only. 225

12. Shifting and Warping 226

(a) Shifting between berths - The Charterers shall have the option of ordering the Vessel to load and/or 227 discharge at a second safe berth if required. The costs of shifting from first to second berth shall be 228 for the Owners' account. Time used for shifting shall count as laytime unless shifting is performed 229 during excepted periods according to Clause 9. 230

(b) Warping at the berth - The Vessel shall be warped alongside the loading/discharging appliances, as 231 reasonably required, at the Owners' risk and expense, but time shall count as laytime unless warping 232 is performed during excepted periods according to Clause 9. 233

Overtime expenses for the Vessel's officers and crew and costs for bunkers consumed shall be for 234 the Owners' account. 235

(c) Seaworthy Trim - The Charterers shall leave the Vessel in a seaworthy trim and with cargo on board 236 safely stowed to the Master's satisfaction between loading berths/ports and between discharging 237




berths/ports, respectively. Any expenses resulting therefrom shall be for the Charterers' account and 238 any time used shall count as laytime, or if the Vessel is on demurrage, as demurrage. 239

13. Dunnage/Separation 240

(a) Dunnage – The Owners shall provide, lay, erect and erectdispose of all dunnage material (including 241 paper, plastic, etc.) required for the proper stowage and protection of the cargo. 242

(b) Separation - The Charterers shall have the right to ship parcels of different qualities or parcels for 243 different receivers in separate holds within the Vessel's natural segregation and suitable for herits 244 trim provided that such parcels can be loaded, carried and discharged without affecting the Vessel's 245 seaworthiness. No separation other than natural separation will be required for cargoes carried under 246 this Charter Party. 247

14. Opening and Closing of Hatches 248

Opening and closing of hatches at loading and discharging ports shall be performed by the Vessel's 249 crew at the Owners' expense. Such operations shall, if required by Charterers, also be performed 250 outside usual stevedore working hours. If use of the Vessel's crew is not permitted by local authorities 251 or local union regulations, shore labour (stevedores) shall be provided and paid for by the Charterers. 252

The Master has the responsibility of taking action for closing of hatches However, nothing in this 253 Clause shall override the duty of the Master and crew to care for and protect the cargo in the event 254 of inclement weather or the presence of substances harmful to the cargo during loading and 255 discharging. 256

15. Vessel's Cargo Gear 257

(a) Cargo handling gear - The Unless the Vessel is gearless and stated to be so in Schedule A, the 258 Owners shall always give free use, throughout the duration of loadingthe charter party: 259

(i) provide and discharging,give free use of all Vessel'sthe Vessel’s cargo handling gear and the 260 Vessel shall have /or grabs and/or slings, as described in Schedule A, whenever required by the 261 Charterers; 262

(ii) maintain such equipment in good working order to satisfy the description in Schedule A and 263 maintain and keep on board all certificates that may be necessary to evidence such compliance; 264

(iii) provide and give free use of sufficient motive power to operate all cargo handling gearsuch 265 equipment simultaneously. The Owners also to make available all slings as on board.; 266

(iv) provide and give free use of crew to operate such equipment, whenever required by the 267 Charterers, unless local regulations or the crew’s employment conditions prohibit this, in which case, 268 shore labourers shall be appointed by the Charterers for their account but shall always work under 269 the supervision of the Master. 270

(b) Breakdowns - All equipment referred to in (Unless a) above shall be maintained in good working 271 order up to tested capacity and with valid certificates throughout the currency of this Charter Party. 272 Unless breakdown of the Vessel’s cargo handling gear has been caused by the negligence of the 273 Charterers'Charterers’ stevedores,: 274

(i) the cost of any resulting labour stand-by time and/or shore crane hire shall be for the Owners’ 275 account; and 276




(ii) without prejudice to Subclause 9(h), any time lost by breakdown of Vessel's cargo handling gear 277 -thereby pro rata to the total number of cranes/ or winches that were required at that time for loading/ 278 or discharging cargo under this Charter Party - shall not count as laytime or as time , if the Vessel is 279 on demurrage, and cost of labour standing-by as a result shall be for the Owners' accountas 280 demurrage. 281

(c) Cranemen/winchmen - On request, the Owners shall provide, free of charge, cranemen/ winchmen 282 from the crew to operate the Vessel's cargo handling gear, unless the crew's employment conditions 283 or local union or port regulations prohibit this, in which event shore labourers shall be provided and 284 paid for by the Charterers. Cranemen/winchmen, whether crew or shore labourers, shall be deemed 285 the Charterers' servants and shall always work under supervision of the Master, but at the Charterers' 286 risk and responsibility. 287

This Clause shall not apply if Vessel is gearless and stated as such in Schedule A. 288

16. Light 289

Whenever required, the Owners shall provide free of charge, throughout the duration of 290 loading/discharging, light (as on board) for work on and under deck. 291

17. Loading/Stowing/Trimming and Discharging 292

Without prejudice to Clause 1, the Owners warrant that: 293

(a) Bulk cargo - The If the Vessel shall beis to load bulk cargo, the Vessel is: 294

(i) suitable for grab and/or vacuvator discharge and that no cargo shall be loaded into spaces 295 inaccessiblethat are not easily accessible to grabs. However, the Master has the right to load cargo 296 into such places unless this is necessary for the purposes of the stability of the Vessel. Any extra 297 expense is tooccasioned thereby shall be for the Owners'Owners’ account. 298

Time and time used in loading and/or discharging into or from these places such cargo shall not count, 299 even as laytime or, if the Vessel is on demurrage., as demurrage; and 300

(b) The Owners warrant that the Vessel is (ii) approved by the Vessel'sVessel’s classification society 301 or an organisation acceptable thereto for the carriage of bulk grain under the applicable SOLAS 302 regulations. The Owners further warrant that approved information relating to dispensation from 303 trimming end of filled holds will be on board and that the Vessel on arrival at the loading port. shall 304 always comply with such class and SOLAS regulations. 305

AnyWithout prejudice to Subclause 10(a), any trimming other than spout trimming (whether spout 306 trimming head is moveable or fixed) shall be for the Owners' expenseOwners’ cost, and time so used 307 shall not count as laytime or, if the Vessel is on demurrage, as demurrage. Any bagging, strapping or 308 securing which may be required is to be supplied and paid for by the Owners and time used shall not 309 count as laytime or, if the Vessel is on demurrage. , as demurrage. Bleeding of bags, if any, at 310 discharging port shall be for Owners'the Owners’ time, risk and expensecost. 311

(c) Bagged, cartoned and palletised cargo - Inb) If the case ofVessel is to load bagged, cartoned 312 andor palletised cargo, cargo, any cargo space spaces into which such cargo is loaded must beare 313 easily accessible towith customary loading and discharging equipment. 314

18. Stevedore Damage 315

The Charterers shall be responsible for damage (beyondexcept for ordinary wear and tear) caused 316 by stevedores to any part of the Vessel. SuchAny damage other than hidden damage shall be 317




notified as soon as reasonably possible, but latest when the Vessel is sailing from her last discharge 318 port, by the Master in writing to the Charterers or their agents and to their stevedores within 48 hours 319 but always before sailing from the respective port, failing which the Charterers shall not be held 320 responsible. The Master shall endeavour to obtain the stevedores' written acknowledgment of the 321 damage caused. Any hidden damage shall be notified by the Master in writing to the Charterers and 322 their stevedores as soon as reasonably possible but always before sailing from the final discharging 323 port. 324

The Charterers have the right to repair any stevedore damage at any time prior to completion of the 325 voyage where practicable, or otherwise at a place mutually agreed between the parties, but must 326 repair any apparent stevedore damage affecting the Vessel's seaworthiness or class before the 327 Vessel sails from the port where such damage was caused or found. All additional expenses incurred 328 shall be for the account of the Charterers and any time lost shall be forcount as laytime, or if the 329 account of and shall be paid to the Owners by the Charterers at theVessel is on demurrage rate, as 330 demurrage. 331

19. Overtime 332

(a) ExpensesCosts - All overtime expensescosts at loading and discharging port(s) shall be for the 333 account of the party ordering same. 334

If overtime is ordered by port authorities or the party (not being the Charterers) controlling the loading 335 and/or discharging terminal or facility, all overtime expenses are tocosts shall be paid by the 336 Charterers. Overtime expensescosts for the Vessel's officers and crew shall always be for the 337 Owners' account. 338

(b) Time Counting - If overtime ordered by the Owners is worked during excepted periods the actual 339 time used shall count as laytime. If overtime ordered by the Charterers is worked during excepted 340 periods half the actual time used shall count as laytime. 341

20. Cargo Receipt 342

(a) No bills of lading willshall be issued for shipments under this Charter Party. 343

(b) The Owners agree to issue a Cargo Receiptnon-negotiable cargo receipt as per the 344 "Worldfoodreceipt 99" Cargo Receipt FormWORLDFOODRECEIPT 2017" attached hereto 345 incorporating all terms, conditions, liberties, clauses and exceptions of this Charter Party. In the event 346 of a conflict of conditionsprovisions between the Cargo Receipt and this Charter Party, the provisions 347 of this Charter Party shall prevail to the extent of such conflict but no further. 348

21. Tally 349

(a) The Cargo Receipt shall be conclusive evidence of the quantity and/or weight of cargo loaded. 350

(b) If the cargo consists of bags, bales, cases and/or drums, the Vessel shall be responsible for the 351 number of packages shipped and the provisions of sub-clause (a) also to apply. 352

(c(c) Subject to Clause 28 (General Clause Paramount), at each loading port the Owners and the 353 Charterers shall accept the standard loading terminal procedures for weighing, control/checking and 354 tally of cargo at the Charterers' expense. 355

(d) At each discharging port, the Charterers shall appoint recognised tallymen to act jointly on behalf of 356 the Owners and the Charterers. Such joint tally shall be binding upon both parties provided that such 357 tally is kept during discharging and all costs shall be for the Charterers' account. 358




(d) At each loading port the Owners and the Charterers shall accept the standard loading terminal 359 procedures for weighing, control/checking and tally of cargo at the Charterers' expense. 360

22. Freight Payment 361

(a) The freight at the rate indicated in Box 18 shall be calculated on the gross intaken weight/quantity 362 stated in the Cargo Receipt. 363

(b) 90 (ninety) per cent of the freight is due and payable by the Charterers within 5 (five) working days 364 after release of signed Cargo Receipt. 365

(c) The Charterers shall, if the Owners so request, pay any demurrage which is due, every 14 days in 366 arrears. 367

(d) The balance of freight with any adjustment for demurrage, despatch money, dead freightdeadfreight 368 and/or any other sums payable to the Owners under this Charter Party and any Cargo Receipt issued 369 hereunder shall be paid promptly by the Charterers upon receipt of the Owners' invoice in duplicateon 370 Owners’ letterhead paper, signed and stamped, giving details of freight due, despatch/demurrage 371 incurred at loading and discharging ports and supported by all the following documents in duplicate: 372

(i) Statement of Facts signed by the Master and the Vessel’s Charterers' agent and/or Charterers’ 373 representatives at each portboth ends; 374

(ii) Laytimelaytime statements (time sheets); 375

(iii) Receiptedreceipted commission on freight invoices from all brokers mentioned in the Charter Party; 376

(iv) Aa comprehensive Stowage Planstowage plan showing gross cargo quantities loaded hold by hold; 377

(v) Surveyor'ssurveyor's report on draft and cubic survey in respect of any deadfreight claim which shall 378 also be supported by a voucher approved by the Master and the Charterers'/Shippers' 379 representatives at loading port.; and 380

(vi) Aa fully executed copy of the Charter Party. 381

(e) The Charterers may deduct from any balance payable that is due to the Owners under subclause 382 (d) above a sufficient amount as, by way of security, for duly particularised any claims againstthat 383 the OwnersCharterers may have for loss of or damage to or loss of cargo which shall have been 384 established on discharge, but only insofar as the unless the Owners have provided security that is 385 acceptable to the Charterers in form and amount for such claims from the P & &I Club stated in 386 Schedule A shall have failed to provide a Letter of Undertaking to meet any proper liability of the 387 Owners for such claims within 48 hours of a request from the Charterers for such Club Letter of 388 Undertaking, which request shall also particularise the alleged claims as above and shall indicate the 389 total amount to do so supported by particulars of the claims and the amount of security required. 390

(f) The freight and other sums due to the Owners shall be paid in the currency and in the manner stated 391 in Box 19. 392

23. Dues, Taxes and Charges 393

(a) On the Vessel – The Owners shall be responsible for and shall pay all dues, duties, taxes and other 394 charges customarily levied on the Vessel, howsoever the amount thereof may be assessed. 395




(b) On the cargo -– The Charterers shall be responsible for and shall pay all dues, duties, taxes and 396 charges levied on the cargo at the port of loading/discharging, howsoever the amount thereof may 397 be assessed. 398

(c) On the freight - Taxes– The Owners shall be responsible for and shall pay all dues, taxes and charges 399 that may be levied on the freight shall be paid by the Owners.. 400

24. Additional or Extra Insurance 401

Any additional or extra insurance on cargo owing to the Vessel's age, class, flag or ownership shall 402 be for the Owners' account and may be deducted from the freight. The Charterers shall furnish 403 evidence of payment supporting any such deduction. Unless a maximum amount has been agreed, 404 such additional or extra insurance shall not exceed the lowest extra premium which would be charged 405 for the Vessel and voyage in the London insurance market. 406

25. Lien 407

The Owners shall have a lien on the cargo for freight. The Charterers shall remain responsible for 408 freight, dead freightdeadfreight and demurrage incurred at port(s)ports of loading and/or discharging. 409

26. Liberty 410

TheSubject to Clause 27 (United Nations Emergency Clause),the Vessel shall have liberty to sail 411 with or without pilots, to tow or go to the assistance of vessels in distress, to call at any port or place 412 for oil fuel supplies, and to deviate for the purposepurposes of saving life or property, orand for any 413 other reasonable purpose whatsoever, which shall include but not be limited to calling at any port or 414 place for bunkers; taking on board spares, stores or supplies; repairs to the Vessel necessary for the 415 safe continuation of the voyage; crew changes; landing of stowaways; medical emergencies and 416 ballast water exchange. The Owners shall inform the Charterers promptly of the exercise of any of 417 their rights under this Clause. 418

27. United Nations Emergency Clause 419

The Charterers have the right in case of an emergency situation arising to change the Vessel's 420 destination, subject only to the Owners' consent, which shall not be unreasonably withheld. In this 421 event, the Owners and the Charterers shall agree on any necessary adjustment in freight rates in 422 consequence of the change of destination. Failing such agreement, the new rate shall be determined 423 by a shipbroker appointed, at the request of either party, by the Institute of Chartered Shipbrokers, 424 London, acting as valuer and not as arbitrator. 425

28. General Clause Paramount 426

The International Convention for the Unification of Certain Rules of Law relating to Bills of Lading 427 signed at Brussels on 25 August 1924 ("the Hague Rules") as amended by the Protocol signed at 428 Brussels on 23 February 1968 ("the Hague-Visby Rules") and as enacted in the country of shipment 429 shall apply to this Charter Party. When the Hague-Visby Rules are not enacted in the country of 430 shipment, the corresponding legislation of the country of destination shall apply, irrespective of 431 whether such legislation may only regulate outbound shipments. 432

When there is no enactment of the Hague-Visby Rules in either the country of shipment or in the 433 country of destination, the Hague-Visby Rules shall apply to this Charter Party save where the Hague 434 Rules as enacted in the country of shipment or if no such enactment is in place, the Hague Rules as 435 enacted in the country of destination, apply compulsorily applicable to shipments, in which case the 436 provisions of such Rules shall applythis Charter Party. 437




The Protocol signed at Brussels on 21 December 1979 ("the SDR Protocol 1979") shall apply where 438 the Hague-Visby Rules apply, whether mandatorily or by this Charter Party. 439

The Carrier shall in no case be responsible for loss of or damage to cargo arising prior to loading, 440 after discharging, or while the cargo is in the charge of another carrier, or with respect to deck cargo 441 and live animals. 442

29. International Group of P & &I Charter Party Clubs Financial Security in Respect of Pollution 443 Clause 444

(a) The Owners warrant that throughout the currency of this Charter Partycharter they will provide the 445 Vesselvessel with the following certificates: 446

(i) If the vessel is over 1,000 gross tons and is registered in, or is required to enter a port or offshore 447 facility in the territorial sea of, a State Party to the International Convention on Civil Liability for Bunker 448 Oil Pollution Damage 2001, a Certificate issued pursuant to Article 7 of that Convention. 449

(ii) If the vessel is constructed or adapted for the carriage of persistent oil in bulk as cargo and is 450 carrying more than 2,000 tons of such cargo, a Certificate issued pursuant to Article 7 of the 451 International Convention on Civil Liability for Oil Pollution Damage, 1992, as applicable. 452

(iii) If the vessel is over 300 gross tons (or as might otherwise be required by US Federal Statutes 453 and Regulations) and is required to enter US navigable waters or any port or place in the US, a 454 Certificate issued pursuant to Section 1016 (a) of the Oil Pollution Act 1990, and Section 108 (a) of 455 the Comprehensive Environmental Response, Compensation and Liability Act 1980, as amended, in 456 accordance with Part 138 ofUS Coast Guard Regulations, 33 CFR Part 138. 457

(b) Notwithstanding anything whether printed or typed herein to the contrary, 458

(i) save Save as required for compliance with paragraph (a) hereof, the Ownersowners shall not be 459 required to establish or maintain financial security or responsibility in respect of oil or other pollution 460 damage to enable the Vesselvessel lawfully to enter, remain in or leave any port, place, territorial or 461 contiguous waters of any country, state or territory in performance of this Charter Partycharter. 462

(ii) the Charterers shall indemnify the Ownersowners and hold them harmless in respect of any loss, 463 damage, liability or expense (including but not limited to the costs of any delay incurred by the 464 Vesselvessel as a result of any failure by the Chartererscharterers promptly to give alternative 465 voyage orders) whatsoever and howsoever arising which Ownersowners may sustain by reason of 466 anydue to non-compliance with any demand or requirement to establish or maintain financial security 467 or responsibility in order to enter, remain in or leave any port, place or waters, other than to the extent 468 provided in paragraph (a) hereof. 469

(iii) the Owners shall not be liable for any loss, damage, liability or expense whatsoever and 470 howsoever arising which the Charterers and/or the holders of any cargo receipt(s) issued pursuant 471 to this Charter Party may sustain by reason of any requirement to establish or maintain financial 472 security or responsibility in order to enter, remain in or leave any port, place or waters, other than to 473 the extent provided in paragraph (a) hereof. 474

(iii) Without prejudice to paragraphs (b)(i) and (b)(ii), if owners establish or maintain financial security 475 other than to the extent provided in paragraph (a) hereof (in order to enable the vessel lawfully to 476 enter, remain in or leave any port, place or waters), charterers shall, unless otherwise expressly 477 agreed, indemnify owners and hold them harmless in respect of any costs or delay incurred in 478 establishing or maintaining such security. 479




(iv) Owners shall not be liable for any loss, damage, liability or expense whatsoever and howsoever 480 arising which charterers and/or the holders of any bill of lading issued pursuant to this charter may 481 sustain by reason of any requirement to establish or maintain financial security in order to enter, 482 remain in or leave any port, place or waters, other than to the extent provided in paragraph (a) hereof. 483

(c) Charterers warrant that the terms of this clause will be incorporated effectively into any bill of lading 484 issued pursuant to this charter. 485

30. ISM BIMCO ISPS/MTSA Clause for Voyage Charter Parties 2005 486

From(a) (i) The Owners shall comply with the date of coming into forcerequirements of the International 487 Safety Management (ISM) Code in relationfor the Security of Ships and of Port Facilities and the 488 relevant amendments to Chapter XI of SOLAS (ISPS Code) relating to the Vessel and thereafter 489 during the currency of this Charter Party, the Owners shall procure that both the Vessel and "“the 490 Company"” (as defined by the ISMISPS Code)). If trading to or from the United States or passing 491 through United States waters, the Owners shall also comply with the requirements of the ISM Code. 492 US Maritime Transportation Security Act 2002 (MTSA) relating to the Vessel and the “Owner” (as 493 defined by the MTSA). 494

(ii) Upon request the Owners shall provide the Charterers with a copy of the relevant Document of 495 Compliance (DOC) and Safety ManagementInternational Ship Security Certificate (SMC) to the 496 Charterers.or the Interim International Ship Security Certificate) and the full style contact details of 497 the Company Security Officer (CSO). 498

Except as otherwise provided in this Charter Party, loss, damage(iii) Loss, damages, expense or 499 delay (excluding consequential loss, damages, expense or delay) caused by failure on the part of 500 the Owners or "“the Company"”/”Owner” to comply with the ISMrequirements of the ISPS 501 Code/MTSA or this Clause shall be for the Owners'Owners’ account, except as otherwise provided 502 in this Charter Party. 503

(b) (i) The Charterers shall provide the Owners and the Master with their full style contact details and, 504 upon request, any other information the Owners require to comply with the ISPS Code/MTSA. 505

(ii) Loss, damages or expense (excluding consequential loss, damages or expense) caused by failure 506 on the part of the Charterers to comply with this Clause shall be for the Charterers’ account, except 507 as otherwise provided in this Charter Party, and any delay caused by such failure shall count as 508 laytime or time on demurrage. 509

(c) Provided that the delay is not caused by the Owners’ failure to comply with their obligations under 510 the ISPS Code/MTSA, the following shall apply: 511

(i) Notwithstanding anything to the contrary provided in this Charter Party, the Vessel shall be entitled 512 to tender Notice of Readiness even if not cleared due to applicable security regulations or measures 513 imposed by a port facility or any relevant authority under the ISPS Code/MTSA. 514

(ii) Any delay resulting from measures imposed by a port facility or by any relevant authority under 515 the ISPS Code/MTSA shall count as laytime or time on demurrage, unless such measures result 516 solely from the negligence of the Owners, Master or crew or the previous trading of the Vessel, the 517 nationality of the crew or the identity of the Owners’ managers. 518

(d) Notwithstanding anything to the contrary provided in this Charter Party, any costs or expenses 519 whatsoever solely arising out of or related to security regulations or measures required by the port 520 facility or any relevant authority in accordance with the ISPS Code/MTSA including, but not limited 521 to, security guards, launch services, vessel escorts, security fees or taxes and inspections, shall be 522 for the Charterers’ account, unless such costs or expenses result solely from the negligence of the 523




Owners, Master or crew or the previous trading of the Vessel, the nationality of the crew or the identity 524 of the Owners’ managers. All measures required by the Owners to comply with the Ship Security 525 Plan shall be for the Owners’ account. 526

(e) If either party makes any payment which is for the other party’s account according to this Clause, the 527 other party shall indemnify the paying party. 528

31. Both to Blame Collision Clause 529

If the Vessel comes into collision with another vessel as a result of the negligence of the other vessel 530 and any act, neglect or default of the Master, mariner, pilot, or the servants of the Owners in the 531 navigation or in the management of the Vessel, the owners of the cargo carried hereunder will 532 indemnify the Owners against all loss or liability to the other or non-carrying vessel or herits owners 533 insofar as such loss or liability represents loss of, or damage to, or any claim whatsoever of the 534 owners of the said cargo, paid or payable by the other or non-carrying vessel or herits owners to the 535 owners of said cargo and set-off, recouped or recovered by the other or non-carrying vessel or herits 536 owners as part of their claim against the carrying Vessel or Owners. 537

The foregoing provisions shall also apply where the owners, operators or those in charge of any 538 vessel or vessels or objects other than, or in addition to, the colliding vessels or objects are at fault 539 in respect of a collision or contact. 540

32. General Average and New Jason Clause 541

General average shall be adjusted in London according to the York-Antwerp Rules 1994 and any 542 subsequent modification thereof2016. 543

If general average is to be adjusted in accordance with the law and practice of the United States of 544 America, the following clause shall apply: "In the event of accident, danger, damage or disaster 545 before or after the commencement of the voyage, resulting from any cause whatsoever, whether due 546 to negligence or not, for which, or for the consequence of which, the Owners are not responsible, by 547 statute, contract or otherwise, the cargo, shippers, consignees or the owners of the cargo shall 548 contribute with the Owners in general average to the payment of any sacrifices, losses or expenses 549 of a general average nature that may be made or incurred and shall pay salvage and special charges 550 incurred in respect of cargo. If a salving vessel is owned or operated by the Owners, salvage shall 551 be paid for as fully as if the said salving vessel or vessels belonged to strangers. Such deposit as 552 the Owners, or their agents, may deem sufficient to cover the estimated contribution of the goods 553 and any salvage and special charges thereon shall, if required, be made by the cargo, shippers, 554 consignees or owners of the goods to the Owners before delivery". 555

33. Strike 556

(a) If there is a strike or lock-out, except that of the Master, officers or crew, affecting or preventing the 557 actual loading of the cargo, or any part of it, when the Vessel is ready to proceed from herits last port 558 or at any time during the voyage to the port or ports of loading or after herits arrival there, the Master 559 or the Owners may ask the Charterers to declare, that they agree to reckon the laydays as if there 560 were no strike or lock-out. Unless the Charterers have given such declaration in writing (by telegram, 561 if necessary) within 24 hours, the Owners shall have the option of cancelling this Charter Party. If 562 part cargo has already been loaded, the Owners must proceed with same, (freight payable on loaded 563 quantity only) having liberty to complete with other cargo on the way for their own account. 564

(b) If there is a strike or lock-out, except that of the Master, officers or crew, affecting or preventing the 565 actual discharging of the cargo on or after the Vessel's arrival at or off port of discharge and same 566 has not been settled within 48 hours, the Charterers shall have the option of keeping the Vessel 567 waiting until such strike or lock-out is at an end against paying half demurrage after expiration of the 568




time provided for discharging until the strike or lock-out terminates and thereafter full demurrage shall 569 be payable until the completion of discharging, or of ordering the Vessel to a safe port where sheit 570 can safely discharge without risk of being detained by strike or lock-out. Such orders toshall be given 571 within 48 hours after the Master or the Owners have given notice to the Charterers of the strike or 572 lock-out affecting the discharge. 573

On delivery of the cargo at such port, all conditions of this Charter Party and of the Cargo Receipt 574 shall apply and the Vessel shall receive the same freight as if sheit had discharged at the original 575 port of destination, except that if the distance to the substituted port exceeds 100 nautical miles, the 576 freight on the cargo delivered at the substituted port toshall be increased in proportion. 577

(c) Except for the obligations described above, neither the Charterers nor the Owners shall be 578 responsible for the consequences of any strikesstrike or lock-outsout preventing or affecting the 579 actual loading or discharging of the cargo. 580

34. BIMCO Ice Clause for Voyage Charter Parties 581

The Vessel shall not be obliged to force ice but, subject to the Owners’ approval having due regard 582 to its size, construction and class, may follow ice-breakers. 583

(a) Port of Loading Port 584

i. (a) Before Vessel's If at any time after setting out on the approach voyage the Vessel’s passage 585 is impeded by ice, or if on arrival - If the Vessel cannot reach the loading port is inaccessible by 586 reason of ice when she is ready to proceed from her last port, or at any time during the voyage, 587 or on her arrival, or if frost sets in after her arrival, , the Master - for fearor Owners shall notify 588 the Charterers thereof and request them to nominate a safe and accessible alternative port. 589

ii. If the Charterers fail within 48 running hours, Sundays and holidays included, to make such 590 nomination or agree to reckon laytime as if the port named in the contract were accessible or 591 declare that they cancel the Charter Party, the Owners shall have the option of cancelling the 592 Charter Party. In the event of cancellation by either party, the Charterers shall compensate the 593 Owners for all proven loss of earnings under this Charter Party. 594

i.iii. If at any loading port the Master considers that there is a danger of the Vessel being frozen in - 595 is at liberty to , and provided that the Master or Owners immediately notify the Charterers thereof, 596 the Vessel may leave without cargo; in such cases this Charter Party shall be null and void. with 597 cargo loaded on board and proceed to the nearest safe and ice free place and there await the 598 Charterers’ nomination of a safe and accessible alternative port within 24 running hours, 599 Sundays and holidays excluded, of the Master’s or Owners’ notification. If the Charterers fail to 600 nominate such alternative port, the vessel may proceed to any port(s), whether or not on the 601 customary route for the chartered voyage, to complete with cargo for the Owners’ account.* 602

(b) During loading - If during loading the Master, for fear of Vessel being frozen in, deems it advisable 603 to leave, he has liberty to do so with what cargo he has on board and to proceed to any other port 604 with option of completing cargo for the Owners' own account to any port or ports including the port 605 of discharge. Any part cargo thus loaded under this Charter Party to be forwarded to its destination 606 at Vessel's expense against payment of the freight at the rate agreed in Box 18, on quantity delivered 607 (in proportion if lump sum), all other conditions as per the Charter Party. 608

(b) (c) Loading at more than one port - In case of more than one loading port, and if one or more of the 609 ports are closed by ice, the Master or the Owners to be at liberty either to load the part cargo at the 610 open port and fill up elsewhere for the Owners' own account as under sub-clause (b) or to declare 611 the Charter Party null and void unless the Charterers agree to load full cargo at the open Port of 612 Discharge 613




If the voyage to the discharging port is impeded by ice, or if on arrival the discharging port. 614

Voyage and Discharging Port 615

ii.i. (d) Before Vessel's arrival - Should ice prevent the Vessel from reaching the port of discharge 616 is inaccessible by reason of ice, the Master or Owners shall notify the Charterers thereof. In such 617 case, the Charterers shall have the option of keeping the Vessel waiting until the re-opening of 618 navigation and paying port is accessible against paying compensation in an amount equivalent 619 to the rate of demurrage, or of ordering the Vessel to a safe and immediately accessible 620 alternative port where she can safely discharge without risk of detention by ice. Such orders to 621 be given within 48 hours after the Owners or Master have given notice to the Charterers of 622 impossibility of reaching port of destination. 623

(e) DuringIf the Charterers fail to make such declaration within 48 running hours, Sundays and 624 holidays included, of the Master or Owners having given notice to the Charterers, the Master 625 may proceed without further notice to the nearest safe and accessible port and there discharge 626 the cargo. 627

If at any discharging - If during dischargingport the Master, for fear considers that there is a danger of the 628 Vessel being frozen in, deems it advisable to and provided that the Master or Owners immediately 629 notify the Charterers thereof, the Vessel may leave, he has liberty to do so with what cargo he 630 hasremaining on board and to proceed to the nearest safe and ice free place and there await the 631 Charterers’ nomination of a safe and accessible alternative port. Such port to be nominated by 632 Charterers as soon as possible, but not later than within 24 running hours, Sundays and holidays 633 excluded, of receipt of Owners' request for nomination of a substitute discharging port, failing which 634 the Master will himself choose such the Master’s or Owners’ notification. If the Charterers fail to 635 nominate such alternative port. 636

ii. (f) Discharging at substitute, the vessel may proceed to the nearest safe and accessible port - 637 and there discharge the remaining cargo. 638

iii. On delivery of the cargo other than at suchthe port(s) named in the contract, all conditions of 639 this Charter Party and of the Cargo Receiptthe Bill of Lading shall apply and the OwnersVessel 640 shall receive the same freight as if the Vesseldischarge had dischargedbeen at the original 641 port(s) of destination, except that if the distance toof the substitutesubstituted port(s) exceeds 642 100 nautical miles, the freight on the cargo delivered at thatthe substituted port to(s) shall be 643 increased in proportionproportionately. 644

* Note: In trades where the terms and conditions of the charter party are not incorporated into 645 the bill(s) of lading, such bill(s) must contain an express statement permitting the vessel to 646 complete with cargo at alternative port(s), whether or not on the customary route for the 647 chartered voyage. 648

35. War Risks (VOYWAR 2013) 649

(a) For the purpose of this Clause, the words: 650

(i) "Owners" shall include the shipowners, bareboat charterers, disponent owners, managers or 651 other operators who are charged with the management of the Vessel, and the Master; and 652

(ii) "War Risks" shall include any actual, threatened or reported: 653

War, act of war, civil war or hostilities; revolution; rebellion; civil commotion; warlike operations; laying 654 of mines; acts of piracy and/or violent robbery and/or capture/seizure (hereinafter “Piracy”); acts of 655 terrorists; acts of hostility or malicious damage; blockades (whether imposed against all vessels or 656




imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews 657 or otherwise howsoever), by any person, body, terrorist or political group, or the government of any 658 state or territory whether recognised or not, which, in the reasonable judgement of the Master and/or 659 the Owners, may be dangerous or may become dangerous to the Vessel, cargo, crew or other 660 persons on board the Vessel. 661

(b) If at any time before the Vessel commences loading, it appears that, in the reasonable judgement of 662 the Master and/or the Owners, performance of the Contract of Carriage, or any part of it, may expose 663 the Vessel, cargo, crew or other persons on board the Vessel to War Risks, the Owners may give 664 notice to the Charterers cancelling this Contract of Carriage, or may refuse to perform such part of it 665 as may expose the Vessel, cargo, crew or other persons on board the Vessel to War Risks; provided 666 always that if this Contract of Carriage provides that loading or discharging is to take place within a 667 range of ports, and at the port or ports nominated by the Charterers the Vessel, cargo, crew, or other 668 persons on board the Vessel may be exposed to War Risks, the Owners shall first require the 669 Charterers to nominate any other safe port which lies within the range for loading or discharging, and 670 may only cancel this Contract of Carriage if the Charterers shall not have nominated such safe port 671 or ports within 48 hours of receipt of notice of such requirement. 672

(c) The Owners shall not be required to continue to load cargo for any voyage, or to sign bills of lading, 673 waybills or other documents evidencing contracts of carriage for any port or place, or to proceed or 674 continue on any voyage, or on any part thereof, or to proceed through any canal or waterway, or to 675 proceed to or remain at any port or place whatsoever, where it appears, either after the loading of 676 the cargo commences, or at any stage of the voyage thereafter before the discharge of the cargo is 677 completed, that, in the reasonable judgement of the Master and/or the Owners, the Vessel, cargo, 678 crew or other persons on board the Vessel may be exposed to War Risks. If it should so appear, the 679 Owners may by notice request the Charterers to nominate a safe port for the discharge of the cargo 680 or any part thereof, and if within 48 hours of the receipt of such notice, the Charterers shall not have 681 nominated such a port, the Owners may discharge the cargo at any safe port of their choice (including 682 the port of loading) in complete fulfilment of the Contract of Carriage. The Owners shall be entitled 683 to recover from the Charterers the extra expenses of such discharge and, if the discharge takes place 684 at any port other than the loading port, to receive the full freight as though the cargo had been carried 685 to the discharging port and if the extra distance exceeds 100 miles, to additional freight which shall 686 be the same percentage of the freight contracted for as the percentage which the extra distance 687 represents to the distance of the normal and customary route, the Owners having a lien on the cargo 688 for such expenses and freight. 689

(d) If at any stage of the voyage after the loading of the cargo commences, it appears that, in the 690 reasonable judgement of the Master and/or the Owners, the Vessel, cargo, crew or other persons on 691 board the Vessel may be exposed to War Risks on any part of the route (including any canal or 692 waterway) which is normally and customarily used in a voyage of the nature contracted for, and there 693 is another longer route to the discharging port, the Owners shall give notice to the Charterers that 694 this route will be taken. In this event the Owners shall be entitled, if the total extra distance exceeds 695 100 miles, to additional freight which shall be the same percentage of the freight contracted for as 696 the percentage which the extra distance represents to the distance of the normal and customary 697 route. 698

(e) (i) The Owners may effect War Risks insurance in respect of the Vessel and any additional 699 insurances that Owners reasonably require in connection with War Risks and the premiums therefor 700 shall be for their account. 701

(ii) If, pursuant to the Charterers' orders, or in order to fulfil the Owners’ obligation under this Charter 702 Party, the Vessel proceeds to or through any area or areas exposed to War Risks, the Charterers 703 shall reimburse to the Owners any additional premiums required by the Owners’ insurers. If the 704 Vessel discharges all of her cargo within an area subject to additional premiums as herein set forth, 705 the Charterers shall further reimburse the Owners for the actual additional premiums paid from 706




completion of discharge until the Vessel leaves such area or areas. The Owners shall leave the area 707 or areas as soon as possible after completion of discharge. 708

(iii) All payments arising under this Sub-clause (e) shall be settled within fifteen (15) days of receipt 709 of Owners’ supported invoices. 710

(f) The Vessel shall have liberty: 711

(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, 712 sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other 713 way whatsoever, which are given by the government of the nation under whose flag the Vessel sails, 714 or other government to whose laws the Owners are subject, or any other government of any state or 715 territory whether recognised or not, body or group whatsoever acting with the power to compel 716 compliance with their orders or directions; 717

(ii) to comply with the requirements of the Owners’ insurers under the terms of the Vessel’s 718 insurance(s); 719

(iii) to comply with the terms of any resolution of the Security Council of the United Nations, the 720 effective orders of any other Supranational body which has the right to issue and give the same, and 721 with national laws aimed at enforcing the same to which the Owners are subject, and to obey the 722 orders and directions of those who are charged with their enforcement; 723

(iv) to discharge at any alternative port any cargo or part thereof which may expose the Vessel to 724 being held liable as a contraband carrier; 725

(v) to call at any alternative port to change the crew or any part thereof or other persons on board 726 the Vessel when there is reason to believe that they may be subject to internment, imprisonment, 727 detention or similar measures; 728

(vi) where cargo has not been loaded or has been discharged by the Owners under any provisions 729 of this Clause, to load other cargo for the Owners' own benefit and carry it to any other port or ports 730 whatsoever, whether backwards or forwards or in a contrary direction to the ordinary or customary 731 route. 732

(g) The Charterers shall indemnify the Owners for claims arising out of the Vessel proceeding in 733 accordance with any of the provisions of Sub-clauses (b) to (f) which are made under any bills of 734 lading, waybills or other documents evidencing contracts of carriage. 735

When acting in accordance with any of the provisions of Sub-clauses (b) to (f) of this Clause anything 736 is done or not done, such shall not be deemed to be a deviation, but shall be considered as due 737 fulfilment of the Contract of Carriage. 738

36. War Risk Premium 739

War Risk premium for the Vessel and/or crew shall be paid by the Owners. 740

Any increase or decrease in the premium after the date of fixture shall be for the Charterers' account 741 or benefit, whichever the case may be. In any case, the increase shall not be any more, or the 742 decrease any less, than that obtainable at the relevant time on the London market. 743

37. Agency 744

The Owners are to appoint the Charterers' nominated agent(s) with the Owners paying the customary 745 fee except in ports where national agency companies are the only licenced agents. In the latter case, 746




agents are to be nominated and appointed by the Owners. This additional provision will apply in all 747 countries where applicable, except in China, Vietnam, Cambodia, DPRK and Burma where the 748 Charterers shall nominate agents as above. 749

Agents nominated by the Charterers shall be appointed by the Owners for the Owners’ account and 750 shall be paid the customary fee. 751

38. Brokerage 752

A brokerageBrokerage commission at the rate stated in Box 20 on the freight, deadfreight and 753 demurrage earned is payable by the Owners at the rate and paid is due to the party or parties 754 mentionedstated in Box 20. 755

In case of non-execution at least 1/3 of the brokerage on the estimated amount of freight and dead 756 freight to be paid by the party responsible for such non-execution to the Brokers as indemnity for the 757 latter's expenses and work. In case of more voyages the amount of indemnity to be mutually agreed. 758

39. Force Majeure 759

Neither the Owners nor the Charterers shall, except Except as otherwise provided in this 760

Charter Party, be responsibleneither party shall be liable for any loss, damage, delay or failure 761

in performance hereunder or delay due to any of the following force majeure events and/or 762 conditions to the extent the party invoking force majeure is prevented or hindered from performing 763 any or all of their obligations under this Charter Party, provided they have made all reasonable efforts 764 to avoid, minimize or prevent the effect of such events and/or conditions: 765

(a) acts of God; 766

(b) any government requisition, control, intervention, requirement or interference; 767

(c) any circumstances arising or resulting from act of God, actout of war, seizure under legal 768

process; quarantine restrictions; strikes; boycotts; lockouts; threatened act of war or 769 warlike operations, acts of terrorism, sabotage or piracy, or the consequences thereof; 770

(d) riots, civil commotions and arrest or restraint of princes, rulers or peoplecommotion, 771 blockades or embargoes; 772

(e) epidemics; 773

(f) earthquakes, landslides, floods or other extraordinary weather conditions; 774

(g) strikes, lockouts or other industrial action, unless limited to the employees of the party seeking to 775 invoke force majeure; 776

(h) fire, accident, explosion except where caused by negligence of the party seeking to invoke force 777 majeure; or 778

(i) any other similar cause beyond the reasonable control of either party. 779

The party seeking to invoke force majeure shall notify the other party in writing within 2 working days 780 of the occurrence of any such event/condition. 781




40. Carriage of Unlawful Substances or Merchandise 782

(a) The Owners warrant that they will exercise due diligence in preventing unmanifested narcotic drugs, 783 similar substances or unlawful merchandise to be loaded or concealed on board the Vessel. 784

(b) Non-compliance with the provisions of sub-clause (a) above shall amount to breach of warranty for 785 the consequences of which the Owners shall be liable for all time lost and all expenses incurred and 786 shall keep the Charterers indemnified against all claims whatsoever which may arise and be made 787 against them as a consequence thereof. 788

(c) The Owners shall also be liable for all time lost and all expenses incurred in the event unmanifested 789 narcotic drugs, similar substances or unlawful merchandise are found in the possession, or among 790 the effects, of the Vessel's personnel. 791

(d) If at any time before the Vessel is loaded, the Vessel is detained as a result of unmanifested narcotic 792 drugs, similar substances or unlawful merchandise being detected on board the Vessel, the 793 Charterers, if such detention lasts for more than seventy two72 running hours, shall have the right to 794 cancel this Charter Party provided such right is exercised latest 24 hours after the expiry of the 795 seventy two72 running hours. The Charterers' right to cancel this Charter Party in accordance with 796 this sub-clausesubclause (d) shall not affect their right to claim damages. 797

41. Title to Cargo Clause 798

It is mutually accepted and agreed that this Charter Party is made between the Vessel's Owners as 799 specifiedstated in Part I of this Charter Party (Box 4) and the United Nations World Food Programme 800 as Charterers and that the latterCharterers have full rights to claim and receive substantial and not 801 merely nominal damages for any damage to and/or loss of cargo carried under this Charter Party 802 and/or under any non-negotiable Cargo Receipt(s) issued pursuant to this Charter Party and/or any 803 claim arising out of this Charter Party and/or any non-negotiable Cargo Receipt(s) issued pursuant 804 to this Charter Party. 805

42. Fumigation Clause 806

The Charterers shall have the right to fumigate the cargo on board at any time after completion of 807 loading, or prior to or during discharging at Charterers'their time, risk and expense. 808

Costs and shall pay the cost of crew accommodation ashore, if required by local authorities, shall . If, 809 despite the cargo having been fumigated at the loading port and clean Non-Negotiable Cargo 810 Receipts have been issued, the cargo and/or the Vessel is found to be paidinfested at the discharging 811 port(s), any further fumigation shall be arranged by the CharterersOwners at their time and cost. 812

43. Law and Arbitration 813

This Charter Party shall be governed by and construed in accordance with English law and anyAny 814 dispute arising out of or in connection with this Charter Party shall be referred to arbitration in London 815 in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof 816 save to the extent necessary to give effect to the provisions of this ClauseUnited Nations Commission 817 on International Trade Law (UNCITRAL) Arbitration Rules as in force at the time of the conclusion of 818 the Charter Party. The arbitrators shall be Full Members of the London Maritime Arbitrators 819 Association (LMAA). Each Party shall appoint one arbitrator and the two arbitrators thus appointed 820 shall choose the third arbitrator. 821

The arbitration shall be conducted in accordance withIf within 14 days after the London Maritime 822 Arbitrators Association (LMAA) terms current at receipt of a Party’s notification of the time when the 823 arbitration proceedings are commenced. 824




The reference shall beappointment of an arbitrator the other Party has not notified the first Party of 825 the arbitrator that it has appointed, the first Party may request the President of the LMAA to three 826 arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice 827 of such appointment in writing to the other party requiring the other party to appoint its own arbitrator 828 within 14 calendar days of that notice and stating that it will appoint itsthe second arbitrator as sole. 829 If within 10 days after the appointment of the second arbitrator unless the other party appoints its 830 ownthe two arbitrators have not agreed on the choice of the third arbitrator and gives notice that it 831 has done so within the 14 days specified. If the other party does not appoint its own, the third 832 arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute 833 to arbitration may, without the requirement of any further prior notice to the other party, appoint its 834 arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator 835 shall be binding on both parties as if he had been shall be appointed by agreement. 836

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the 837 appointment of a sole arbitratorthe President of the LMAA. 838

In cases where neither the claim noror any counterclaim exceeds the sum of USD50US$ 100,000 839 (or such other sum as the parties may agree) the arbitration), the matter shall be determined by a 840 sole arbitrator. If within 14 days after receipt by one Party of a proposal made by the other Party for 841 the appointment of a sole arbitrator the Parties have not reached agreement thereon, a sole arbitrator 842 shall, at the request of a Party, be appointed by the President of the LMAA. The arbitration shall be 843 conducted on the basis of documents alone without oral hearings in such manner as the arbitrator 844 considers appropriate. 845

In interpreting the rights and obligations of the Parties under this Charter Party, the arbitral tribunal 846 shall be guided by the substantive laws of England but without giving effect to any procedural laws 847 or to conflict of laws principles. The Parties agree to be bound by the arbitration award rendered in 848 accordance with such arbitration as the final adjudication of any such dispute and hereby waive their 849 right to any form of recourse against an award to any court or other competent authority. 850

Nothing in or relating to this Charter Party shall be deemed a waiver, express or implied, of any of 851 the privileges and immunities of the United Nations World Food Programme under international or 852 national law, including, but not limited to, immunity from any form of legal process and from measures 853 of execution. 854

44. Severance 855

If by reason of any enactment or judgment any provision of this Charter Party shall be deemed or 856 held to be illegal, void or unenforceable whole or in part, all other provisions of this Charter Party 857 shall be unaffected thereby and shall remain in full force and effect. 858

859

Copyright © 2017 World Food Programme. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this document will constitute an infringement of World Food Programme’s copyright.

First publis

hed 1

989, re

vis

ed 1

999 a

nd 2

017


WORLDFOODRECEIPT 2017 NON-NEGOTIABLE CARGO RECEIPT

To be used with the WORLDFOOD 2017 Charter Party

Page 1

Shipper


Cargo Receipt No.


Reference No.


Consignee (not to order)


Vessel


Notify address


Port of loading Click here to enter text.

Port of discharge Click here to enter text.

Shipper’s description of goods; marks and numbers; number and kind of packages; gross weight, kg; net weight, kg; measurement, m3:

Issued pursuant to WORLDFOOD 2017 Charter Party dated:


Freight payable as per the Charter Party

Shipped on board the cargo specified above, according to Shipper's declaration in apparent good order and condition (unless otherwise stated herein) weight, volume, quantity, quality and value unknown, for delivery at the port of discharge or so near thereto as the Vessel may safely get, always afloat.

The cargo shipped under this Cargo Receipt will be delivered to the party named as Consignee or its authorised agent, on production of proof of identity without any documentary formalities. The Shipowner shall exercise due care ensuring that delivery is made to the proper party. However, in case of incorrect delivery no responsibility shall be accepted unless due to fault or neglect on the part of the Shipowner.

FOR FURTHER DETAILS SEE PAGE 2

Place and date of issue


Place and date shipped on board


Signature of the Master:

……………………………………………….….………......

https://www.google.dk/url?sa=i&rct=j&q=&esrc=s&source=imgres&cd=&cad=rja&uact=8&ved=0ahUKEwj1zYK8mNbTAhXBVhQKHa5sCqEQjRwIBw&url=https://plus.google.com/u/0/114847020675987042570&psig=AFQjCNGu28eJv71l7jPWorvgPKsfvRr0zA&ust=1493985672695316

WORLDFOODRECEIPT 2017 NON-NEGOTIABLE CARGO RECEIPT

To be used for shipments under the WORLDFOOD 2017 charter party

For particulars of cargo, freight, destination, etc., see Page 1


Page 2

Conditions of Carriage

(1) This document serves as a Cargo Receipt as per Clause 20 of the WORLDFOOD 2017 Voyage Charter Party dated as indicated on page one of this Cargo Receipt. All the terms, conditions, liberties, clauses and exceptions of the said WORLDFOOD 2017 Voyage Charter Party, including the Law and Arbitration Clause, shall be deemed to be incorporated in this Cargo Receipt and shall govern the transportation of the cargo described on page one of this Cargo Receipt. In addition, the provisions set out below shall apply to this Cargo Receipt.

(2) Paramount Clause

(a) This Cargo Receipt is a non-negotiable document. It is not a Bill of Lading and no Bill of Lading will be issued. However, it is agreed that the International Convention for the Unification of Certain Rules of Law relating to Bills of Lading signed at Brussels on 25 August 1924 ("the Hague Rules") as amended by the Protocol signed at Brussels on 23 February 1968 ("the Hague-Visby Rules") and as enacted in the country of shipment shall apply to this Contract. When the Hague-Visby Rules are not enacted in the country of shipment, the corresponding legislation of the country of destination shall apply, irrespective of whether such legislation may only regulate outbound shipments. (b) When there is no enactment of the Hague-Visby Rules in either the country of shipment or in the country of destination, the Hague-Visby Rules shall apply to this Contract save where the Hague Rules as enacted in the country of shipment or, if no such enactment is in place, the Hague Rules as enacted in the country of destination apply compulsorily to this Contract. (c) The Protocol signed at Brussels on 21 December 1979 ("the SDR Protocol 1979") shall apply where the Hague-Visby Rules apply, whether mandatorily or by this Contract. (d) The Carrier shall in no case be responsible for loss of or damage to cargo arising prior to loading, after discharging, or while the cargo is in the charge of another carrier, or with respect to deck cargo and live animals. (e) It is agreed that whenever the Hague Rules and the Hague-Visby Rules or statutes incorporating the same use the words "Bill of Lading" they shall be read and interpreted as meaning "Cargo Receipt".

(3) General Average General Average shall be adjusted, stated and settled according to the York-Antwerp Rules 2016 at the place agreed in the said WORLDFOOD 2017 Voyage Charter Party.

Cargo's contribution to General Average shall be paid to the Carrier even when such average is the result of a fault, neglect or error of the Master, Pilot or Crew. If the adjustment of General Average or the liability for any collision in which the vessel is involved while performing the carriage under the terms of the WORLDFOOD 2017 Voyage Charter Party, as dated on page one, which govern the transportation of the cargo described on page one of this Cargo Receipt falls to be determined in accordance with the law and practice of the U.S.A, the following clauses shall apply:

(4) New Jason Clause In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the Carrier is not responsible, by statute, contract or otherwise, the cargo, shippers, consignees or the owners of the cargo shall contribute with the Carrier in General Average to the payment of any sacrifices, losses or expenses of a General Average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the cargo. If a salving vessel is owned or operated by the Carrier, salvage shall be paid for as fully as if the said salving vessel or vessels belonged to strangers. Such deposit as the Carrier, or its agents, may deem sufficient to cover the estimated contribution of the goods and any salvage and special charges thereon shall, if required, be made by the cargo, shippers, consignees or owners of the goods to the Carrier before delivery.

(5) Both-to-Blame Collision Clause

If the Vessel comes into collision with another vessel as a result of the negligence of the other vessel and any act, neglect or default of the Master, Mariner, Pilot or the servants of the Carrier in the navigation or in the management of the Vessel, the owners of the cargo carried hereunder will indemnify the Carrier against all loss or liability to the other or non-carrying vessel or its owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said cargo, paid or payable by the other or non-carrying vessel or its owners to the owners of said cargo and set-off, recouped or recovered by the other or non-carrying vessel or its owners as part of their claim against the carrying Vessel or the Carrier. The foregoing provisions shall also apply where the owners, operators or those in charge of any vessel or vessels or objects other than, or in addition to, the colliding vessels or objects are at fault in respect of a collision or contact.


Copyright © 2017 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this document will constitute an infringement of BIMCO’s copyright.

1. Place and Date of Agreement

2. Contractor/Place of Business (Cl. 1)

3. Company/Place of Business (Cl. 1)

4. Facility (Cl. 1 and Annex A (Details of Facility))

(i) Name of Facility

(ii) Flag (if applicable)

(iii) IMO Number (if applicable)

(iv) Place of Registry (if applicable)

(v) Position of Facility (Latitude/Longitude)

(vi) Field name and details

5. Condition of Facility (Cl.1 and Annex B (Assumptions and Information))

6. Nature of the Services (Cl. 1 and Annex C (Services))

7. Place of Delivery (Cl. 16) (state (i), (ii) or (iii) – failing which, 7(i) shall apply)

(i) at the quayside on a vessel or barge;

(ii) on a vessel or barge at the Worksite; or

(iii) ashore at the Reception Facility (as per Box 4)

8. Reception Facility (state place/address)

9. Payments (Cl. X and Annex D (Milestone Payment Schedule))

(i) Lump Sum (in figures and words)

(ii) Amount due and payable on signing this Agreement

(iii) Amount due and payable on mobilisation

(iv) Early termination fee amount

(v) Delay Rate (per day)



10. Non-Productive Time (state total aggregate of days and hours to count as NPT) (Cl. 1)

11. Maximum Environmental Conditions at the Worksite not to exceed: Significant Wave Height [ ] m Swell [ ] m Constant Wind Speed [ ] Kts / Gusts [ ] Kts Visibility [ ] m Current [ ] knts

12. Payment Details

(i) Currency

(ii) Bank

(iii) Address

(iv) Account Number

(v) Account Name

13. Interest (state rate of interest per month) (Cl. 10)

14. Extra Costs (state percentage to be applied) (Cl. 19)

(i) Contractor shall be responsible for and pay for the following extra costs

(ii) Company shall be responsible for and pay for the following extra costs

(iii) Handling Charge to be applied, where applicable (state percentage)

15. Expert Evaluation

(i) Contractor's appointed expert (state name, address and contact details)

(ii) Company's appointed expert (state name, address and contact details)

16. Arbitration and Mediation (state Cl. 25(a), 25(b) or 25(c) as agreed; if 25(c) agreed, also state place of arbitration) (Cl. 25).

17. Number of Additional Clauses covering special provisions, if agreed



It is agreed that this Agreement shall be performed subject to the Terms and Conditions which consist of PART I including Additional Clauses, and PART II, as well as Annex A (Details of Facility), Annex B (Assumptions and Information), Annex C (Services), Annex D (Milestone Payment and Termination Fee), Annex E (Daily Progress Reports), Annex F (Variation Order), Annex G (Security) and Annex H (Insurances) or any other Annexes attached to this Agreement. In the event of a conflict of Terms and Conditions, the provisions of PART I including Additional Clauses and Annex B shall prevail over those of PART II to the extent of such conflict but no further. The undersigned warrant that they have full power and authority to sign this Agreement for and on behalf of the parties that they represent.

Signature (for and on behalf of the Contractor) Signature (for and on behalf of the Company)



1. Definitions

“Affiliates” means a company, partnership, or other legal entity which controls, is controlled by, or is under common control with, a party.  For the purposes of this definition, the term “control” means the direct or indirect ownership of fifty per cent (50%) or more of the issued share capital or any kind of voting rights in a company, partnership, or legal entity, and “controls”, “controlled” and “under common control” shall be construed accordingly.

“Assumptions” means the assumptions and pre-contract information set out in Annex B (Assumptions and Information).

“Company” means the party stated in Box 3

“Company Group” means any of the following:

(i) Company and Company’s clients (of any tier); and

(ii) co-ventures of any of the foregoing; and

(iii) Affiliates of any of the foregoing; and

(iv) contractors and sub-contractors (of any tier); and

(v) Employees of any of the foregoing;

but always related to the Services.

“Company Information” means information provided by or caused to be provided by the Company at any time.

“Contract Price” means the price for the Services set out in Box 8(i).

“Contractor” means the party stated in Box 2.

“Contractors’ Group” means:

(i) Contractors; and

(ii) Contractors’ Affiliates; and

(iii) contractors and sub-contractors (of any tier); and

(iv) Employees of any of the foregoing

but always related to the Services.

“Employees” means employees, directors, officers, servants, agents or invitees.

“Facility” means all the assets, equipment and materials described in Annex A (Details of Facility) or any part thereof whether fixed or floating and includes any incorporated material not originally part



of the Facility prior to commencement of the Services but which has been added to the Facility as part of the Services pursuant to this Agreement and which are subject to the Services set out in Annex C.

"Inconsistency" means any deficiency, omission, contradiction, inconsistency or ambiguity between the Assumptions set out in Annex B and/or the Company Information and the actual state of the Facility or which is discovered as a result of information not disclosed by either Party to the other after the date of this Agreement that has a [substantial] impact upon the Services.

"Intellectual Property" means any work product or tangible item including but not limited to software, documentation, designs, visual materials in whatever form, database, know how and sound recordings produced or generated in the course of performing the Services capable of protection and/or registration by patent, copyright, designs, trade or service mark.

“NPT” means any of the events stated in Clause 12 (Delays and NPT)

"Revision" means:

(i) any modification of the Services which may include additions, substitutions, deletions and alterations in quality, form, character, kind, position, dimension, level or line on which the Services, method, resources and price of the Services are based; and/or

(ii) any modification of any part of the Services already completed in accordance with this Agreement; and/or

(iii) any re-programming or rescheduling of the Services requiring the Contractor to adjust its resources in order to complete the Services or any part thereof in accordance with any instruction by the Company and/or

(iv) any modification of the Services as a result of any Inconsistency.

“Reception Facility” shall mean the place set out in Box 8.

"Remaining Facility" means any part of the Facility which is not to be removed by the Contractor from the Worksite pursuant to this Agreement in accordance with Annex [C] (Services), at the request of the Company or by operation of any Statutory Requirement and/or any incorporated material not originally part of the Facility prior to commencement of the Services but which has been added to the Facility as part of the Services pursuant to this Agreement.

“Services” means the services set out in Annex [C] (Services) which shall include a schedule of key dates and full details of the proposed craft, equipment and personnel to be used, method of work, estimated time schedule, schedule of key dates and milestones and prices.

“Statutory Requirements” shall mean any statute, statutory instrument, regulation, rule or order made under any statute or directive having the force of law which affects the Services or performance of any obligations under this Agreement and any regulation or bye-law of any local authority or statutory undertaker which has any jurisdiction with regard to the Services or with whose systems the Services are, or are to be, connected.

“Worksite” means the position of the Facility stated in Box 4 and anywhere Services under this Agreement will be undertaken.



“Worksite Area” means a five hundred (500) metre radius around the site of the Remaining Facility.

2. The Services

The Contractor agrees to perform the Services with due care.

The Company and the Contractor acknowledge that the Services have been calculated based on the Assumptions.

The Contractor shall provide the personnel, craft and equipment set out in Annex C (Services) which the Contractor deems necessary based on the Assumptions as described in Annex B (Assumptions and Information).

The Contractor shall provide the Company or the Company Representative with daily reports in accordance with Annex D and in accordance Clause 18 (Running Cost Sheet and Programming).

The Contractor shall comply with all lawful instructions and notices issued in accordance with this Agreement unless such performance is:

(a) physically impossible, and/or

(b) endangers the Contractors or the Company's own craft, equipment and personnel and/or

(c) creates a threat to the environment,

then, the Contractor shall be entitled to take steps that may be reasonable in the circumstances to avoid or mitigate such risks and the Contractors shall be entitled to claim for a Revision and Variation Order in accordance with Clause 5 (Revisions).

3. Access to the Facility

(a) The Company shall have the right to access or require access to the Facility for any personnel nominated by the Company at its entire discretion, such access not to be unreasonably refused by the Contractor and subject to the provisions below.

In the event that the Contractors can demonstrate that the Company's personnel have interfered with the Services, the Contractors shall be entitled to raise a Variation Order in accordance with Clause (Revisions) for the reasonable costs of any delay.

(b) The Company shall ensure that the attendance of such personnel shall not interfere with the Services contemplated under this Agreement and the Contractor shall co-operate fully with any such personnel provided always that it is safe to do so.

(c) The Company shall give the Contractor notice of any personnel to be granted access to the Facility at least 12 (twelve) hours before the personnel arrive at the Facility.

(d) Any personnel attending at the request of the Company shall adhere to the Contractor's health and safety instructions in force at the Worksite.

(e) Where applicable and if requested by Contractor in writing, the Company shall make available to the Contractor details of its other contractors to be present at the Worksite.



4. Representatives

(a) A representative of each party shall be available at all times during the performance of the Services with the full authority to act on behalf of the relevant party, save where it is detailed in this Agreement.

(b) Subject to any delegation by either party of the authority vested in the relevant representative which shall be notified to the other party in writing, the representatives shall be responsible for issuing and receiving all notices and instructions in Clause 26 (Notices) and Company Information.

(c) By notice, either party may delegate his authority to another representative provided always that the extent and nature of the delegated authority has been sent in writing to the other party.

(d) Either party may change their representative at any time by giving notice to the other of the change, save that there shall always be a representative capable of acting in accordance with 4(a) above.

(e) In addition, the Company will provide, at its sole risk and expense, sufficient personnel who are fully conversant with the operation and/or layout of the Facility as and when requested by the Contractor. The Contractor shall arrange for accommodation and catering for the Company Representative and/or any person nominated by the Company and shall grant them access to the Facility. The costs of accommodation and catering for the Company Representatives shall be paid for in accordance with Box [9(vi)] and Clause 19 (Extra Costs).

(f) Except where such rights are expressly stated in this Agreement, neither the Company or the Contractors Representative shall have the power to amend the terms of this Agreement.

5. Revisions

(a) Revisions to the Services may be requested in writing by either party subject to the other party’s approval (which approval shall not be unreasonably withheld or unduly delayed) and provided that any Revisions or an accumulation of such Revisions will not adversely affect the Contractor's other commitments and always within the Contractors’ capabilities. Before such Revisions are carried out, the parties shall use reasonable endeavours to first agree in writing without undue delay, failing which within fourteen (14) days of the issue first being notified, to any adjustment in the Contract Price or other terms and conditions of this Agreement or the Services occasioned by or resulting from such Revisions. Approval of the Revisions or Variation Order shall not unduly delay the performance of the Services.

(b) Revisions shall include an agreement as to the increase or decrease, if any, in the Contract Price for the Services together with an agreement as to any extension or reduction in the time for completion of the Services, or any other alterations in this Agreement.

(c) Revisions shall be effected by a Variation Order in the form referred to in Annex [E] (Variation Order) signed on behalf of the Company by the Company Representative and on behalf of the Contractors by the Contractors Representative. Such Variation Orders shall constitute an amendment of the Services and shall be incorporated into this Agreement.

(d) If Revisions are made without such Variation Order (signed by the Company), the Contractor shall not be entitled to any increase or decrease in the Contract Price and the Agreement will remain unchanged.



(e) Notwithstanding the provisions in Clause 2 (The Services), if, in an emergency situation, it is considered necessary for the Company or the Company Representative to give an instruction orally to the Contractor then the Contractor will comply with all such reasonable directions. The Company shall ratify the instructions to the Contractor in writing as soon as practically possible afterwards. The Contractor shall be entitled to raise a Variation Order for the Revision if this amounts in the Contractor incurring additional cost and expense and these shall be payable by the Company in accordance with Box [11] and Clause [15] (Payment).

6. Inspections and testing

The Contractor shall carry out all tests and inspections expressly detailed in the Services and shall supply the Company with certified copies of all test records and inspection reports as soon as they become available. All tests and inspections shall comply as a minimum with [Lloyd's Register Rules for the Manufacture, Testing and Certification of Materials] currently in force at the date this Agreement is signed.

The Company shall have the right to witness any test or inspection carried out by the Contractor but shall be under no obligation to attend. In the event that the Company does not attend and witness any test or inspection, the Contractor shall not be relieved from any liability or obligation under the Agreement.

The Contractor shall give the Company a minimum of 48 (forty-eight) hours’ notice of the date of any test or inspection and the Company shall confirm in writing as soon as practically possible afterwards whether it intends to attend the test or inspection.

Where the Contractor is required to undertake any testing and inspection not included in the Services, the Contractor shall be entitled to raise a Variation Order in accordance with Clause 5 (Revisions).

7. Correction of Company Inconsistencies

(a) In the event that the Assumptions and/or pre-contract information and/or Company Information contain errors or are incorrect or contain an Inconsistency, either party may request a Revision in accordance with Clause 5 (Revisions), subject to the other party’s approval (such approval shall not be unreasonably withheld or unduly delayed) and provided that any Revisions by the Company or an accumulation of such Revisions will not adversely affect the Contractor's other commitments outside the scope of this Agreement and always within the Contractor’s capabilities, save always that the Assumptions shall take precedence over any other information.

(b) The Contractor may temporarily suspend performance of the Services in order to discuss the impact of any Company Inconsistency with the Company where it is reasonably likely that the incorrect information or Inconsistency will have an impact on the Schedule of Works and Programme. The Contractor shall be entitled to claim the delay rate set out in Box [8(vi)] for a maximum period of 30 (thirty) calendar days from the date that the Contractor notified the Company of the Inconsistency in writing.

8. Correction of Contractor Inconsistencies

Any Inconsistency in or between the documents prepared by the Contractor for the Services shall be corrected by the Contractor at his own expense after the Company Representative has expressed his reasonable satisfaction as to the manner in which the Contractor proposes to deal with the Inconsistency.



9. Changes in Statutory Requirements, Rules and Regulations etc.

(a) If, after the date of signing this Agreement, any requirements as to the rules, regulations and Statutory Requirements to which the performance of the Services is required to conform, are altered or changed, or become effective, by the regulatory bodies authorised to make such alterations or changes, either of the parties hereto shall advise the other party in writing if such alterations or changes shall give rise to a Revision.

(b) The Contractor shall not be liable under this Agreement if the Services do not comply with the Statutory Requirements to the extent that such non-compliance results from the Contractor having carried out work in accordance with the Services or any instruction of the Company.

(c) In the event that the Contractor is required to alter the Services as a result of Clause [9(a)] above, then they shall be entitled to a Variation Order in accordance with Clause 5 (Revisions).

10. Right to substitute Craft, Equipment or Personnel

The Contractor shall have the right to rotate and replace any craft, equipment and personnel with other suitable replacement craft, equipment and personnel at any time subject to the approval of the Company, or the Company Representative if applicable, which shall not be unreasonably withheld provided always that such substitution does not interrupt the provision of the Services.

The Company may instruct the Contractor to remove any of its own personnel or to arrange the removal of any third party personnel, who in the reasonable opinion of the Company have:

(a) acted in an incompetent or negligent manner during the performance of their duties in relation to the Services; and/or

(b) engaged in activities which are illegal or contrary to the applicable local law; and/or

(c) engaged in activities that are likely to or have caused damage to the Company's reputation; and/or

(d) not conformed to the relevant health and safety procedure in force at the time.

Where any personnel are removed, they shall not be entitled perform any part of the Services without the Company's prior written approval. The Contractor shall use its reasonable endeavours to find a suitable replacement within forty-eight (48) hours, or within such other time as may be agreed between the Contractor and the Company.

11. Use of and Title to the Facility

(a) Title to the Facility shall not pass to the Contractor at any time.

(b) The Company shall arrange and pay for any maintenance and marking of the Facility and cautioning required and arrange and maintain safe access for the Contractor. The Contractor shall arrange and pay for any marking or cautioning required in respect of its own equipment during the Services under this Agreement.

(c) The Contractor may make reasonable use of Facility machinery, gear, equipment, anchors, chains, stores and other fixtures and fittings during and for the purposes of these Services free of expense. All



items of Company property used by the Contractor shall be suitably marked or clearly identified and shall be returned to the Company, fair wear and tear accepted.

(d) Any material provided by the Contractor and incorporated into the Facility during the performance of the Services shall become the property of the Company upon delivery to the Worksite.

12. Permits and pollution response plan

(a) The Contractor shall arrange and maintain at its own cost all necessary licences, approvals, authorisations or permits that can only be obtained by the Contractor to perform the Services. The Company shall provide the Contractor with all reasonable assistance in connection with the obtaining of such licences, approvals, authorisations or permits.

(b) The Company shall arrange and maintain at its own cost all necessary licences, approvals, authorisations or permits that are required in connection with the Facility or Services other than as set out in subclause (a). The Contractor shall provide the Company with all reasonable assistance in connection with the obtaining of such licences, approvals, authorisations or permits.

(c) The parties shall exercise due care throughout the performance of the Services to prevent and minimise damage to the environment. The Company shall advise the Contractor of their requirements for a pollution response plan necessary for the Services which shall include the requirements of the competent authorities. The Contractor shall maintain and implement throughout the Services such a pollution response plan. The Contractor shall provide the Company with a copy of the pollution response plan on request by the Company.

13. Delays and Non Productive Time (NPT)

(a) Adverse Weather

In the event that the Contractor is prevented from progressing the Services due to any Environmental Conditions greater than those set out in Box [10], for a period in excess of 48 (forty-eight) hours continuously then the Contractor shall be entitled to additional compensation at the rate set out in Box [8(vi)] per working day or pro rata thereof, for the time the Contractor is delayed in commencing or continuing the Services. Such compensation shall be agreed and invoiced to the Company in accordance with Clause 5 (Revisions).

(b) Health, Safety and Environment

The Contractor shall advise the Company of any accidents which occur at the Worksite, onboard the Facility or, during the performance of the services involving the Contractors own of hired in Craft, Equipment and Personnel which may give rise to a delay in the Services, including, investigation by the relevant Health & Safety executive.

(c) The Contractor shall promptly advise the Company or the Company Representative in writing of all periods when they consider that any delay period or NPT applies.

(d) Sub-clauses 13(b) and 13(e) shall not apply for individual delays unless such delays exceed six (6) consecutive hours when the Delay Payment Rate shall apply to the whole agreed delay period.



(e) In the event that the parties cannot reach agreement in respect of the applicable delay and NPT periods above, then the issue may be referred to expert evaluation in accordance with Clause [24] (Expert Evaluation) or to arbitration or mediation pursuant to Clause [25] (Arbitration and Mediation).

14. Suspension

(a) Services may be suspended either in whole or part for the following reasons by giving notice of the following events:

(i) Force Majeure.

(ii) Safety –if either party, in their opinion, considers the work is likely to endanger the safety of any personnel, damage any property or damage the environment in the execution of the Services.

(iii) Convenience – to suit the Company's own requirements.

(iv) [Default of Contractor]

(b) Upon written notification of the suspension, the Contractor shall cease performing the work, properly secure the Facility and carry out such other reasonable instructions from the Company.

(c) Provided always that the reason for the suspension is not due to the default of the Contractor, the Contractor shall be entitled to compensation and an extension of time which shall be set out in a Variation Order in accordance with Clause 5 (Revisions), to take into account any changes to the Services.

(d) The Parties shall consult each other as soon as practically possible after notification of suspension to discuss and agree the impact to the Services to be set out in a Variation Order.

Suspension as a result of any of the above-mentioned causes shall not relieve the Company of any obligation to pay the Contractor any sums due under this Agreement.

15. Termination

(a) At the Company’s Convenience - The Company may terminate this Agreement at any time by giving the Contractor written notice of termination. Upon such termination, the Company shall pay the Contractor:

(i) all sums due and deemed earned in accordance with Annex D (Milestone Payment and Termination Fee), any Revisions or declared options, and any other work done in partial performance or completion of a Milestone; and

(ii) any reasonably unavoidable termination costs including but not limited to demobilisation, subcontractor termination fees and Worksite preservation; and

(iii) the termination fee as set out in Annex D (Milestone Payment and Termination Fee).

(b) For cause

If any of the events listed in subclauses (i)-(vi) (“Termination Event”) occur, either party in respect of

the events listed in subclauses (i), (ii), (iv) and (v), and the non-defaulting party in respect of the events



listed in subclauses (iii) and (vi), may give written notice of its intention to terminate this Charter Party

unless the Termination Event is remedied within the number of days stated below for the applicable

event of receipt of the notice by the other party. If the Termination Event has not been so remedied

then the notifying party may terminate this Charter Party with immediate effect upon giving written

notice of termination latest within three (3) days of expiry of the 14 days’ notice.

(i) Bankruptcy (immediate termination if actually bankrupt; termination within X days if threat of

bankrupcty)

(1) If either party has a petition presented for its winding up or administration or any other action is

taken with a view to its winding up (otherwise than for the purpose of solvent reconstruction or

amalgamation), the other party may give the party written notice of its intention to terminate this

Charter Party unless the Termination Event is remedied within fourteen (14) days of receipt of the

notice by the other party.

(2) if either party becomes bankrupt or commits an act of bankruptcy, or makes any arrangement or

composition for the benefit of creditors, or has a receiver or manager or administrative receiver or

administrator or liquidator appointed in respect of any of its assets, or suspends payments, or anything

analogous to any of the foregoing under the law of any jurisdiction happens to it, or ceases or threatens

to cease to carry on business,

without prejudice to the accrued rights of that party.

(ii) Force Majeure (depends on partial effect on performance of FM event)

If a force majeure condition as set out in Clause 16 (Force Majeure) prevents or hinders the

performance of the Charter.

(iii) Default - If either party is in repudiatory breach of its obligations under this Agreement, the other party shall have the right to terminate this Agreement with immediate effect by giving notice in accordance with Clause [26] (Notices) without prejudice to any other rights which the terminating party may have under this Agreement.

(c) In the event that the Company issues the Contractor with a notice of termination of this Agreement, such notice shall become effective on the date specified in the notice, or in the absence of any specified date, the date of receipt of the notice by the Contractor. Thereafter, the Contractor shall immediately:

(i) cease performance of the Services in accordance with Company instructions and shall secure the Worksite;

(ii) allow the Company or its nominee full rights of access to take over and perform the Services (with the exception of Contractors’ personnel and equipment) or the relevant part;

(iii) at the Company’s request, transfer to the Company, or its nominee, the relevant rights, titles, liabilities under “key nominated” Sub-Contracts (as stated in Annex C (Services)).

Termination as a result of any of the above-mentioned causes shall not relieve the Company of any obligation to pay the Contractor any sums due under this Agreement.



16. Force Majeure

Neither party shall be liable for any loss, damage or delay due to any of the following force majeure

events and/or conditions to the extent the party invoking force majeure is prevented or hindered from

performing any or all of their obligations under this Charter Party, provided they have made all

reasonable efforts to avoid, minimize or prevent the effect of such events and/or conditions:

(a) acts of God;

(b) any government requisition, control, intervention, requirement or interference;

(c) any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism,

sabotage or piracy, or the consequences thereof;

(d) riots, civil commotion, blockades or embargoes;

(f) earthquakes, landslides, floods or other extraordinary weather conditions;

(g) strikes, lockouts or other industrial action, unless limited to the Employees of the party seeking to

invoke force majeure;

(h) fire, accident, explosion except where caused by negligence of the party seeking to invoke force

majeure;

(i) any other similar cause beyond the reasonable control of either party.

The party seeking to invoke force majeure shall notify the other party in writing within five (5) days of

the occurrence of any such event/condition. (add consequences/remedies)

16. Completion and delivery

(a) The Contractor’s obligations under this Agreement shall cease upon delivery of the Facility at the designated place or places stated in Box 7 and, as applicable, the Company or its duly authorized representative shall take over the Facility.

The Place of Delivery shall always be safe and accessible for the Contractor's own craft, any craft hired-in by the Contractor and the Facility to enter and operate in and shall be a place where the Contractor is permitted by governmental or other authorities to deliver the Facility and where the Company can take physical possession of the Facility.

In the event the Facility is not accepted forthwith by the Company or delivery is prevented or delayed by action of governmental or other authorities outside the control of the Contractor, all costs necessarily incurred by the Contractor from the moment of the tender for delivery shall be for the account of the Company.

These costs shall be in addition to any delay payment as set out in Box [8(v)].

(b) If it is considered by the Contractor to be impossible or unsafe for the Facility to be delivered or disposed of at the place indicated in Box 8 and the Company is unable to nominate an acceptable alternative place, the Contractor is at liberty to deliver or dispose of the Facility at the nearest place it



can reach safely and without unreasonable delay, provided delivery or disposal at such place is permitted by governmental or other authorities, and such delivery or disposal shall be deemed due fulfilment by the Contractor of this Agreement.

The Company shall reimburse the Contractor for any additional time used pursuant to this Sub-clause 16(b) at the Delay Payment Rate set out in Box 8(v), and shall be liable to the Contractor for any additional expenses arising under this Sub-clause.

(c) In the event the Facility is delivered under the control of pumps and/or compressors or other equipment the Company shall with all due dispatch arrange for their own equipment and operators to replace the Contractor's equipment and operators.

Until such replacement the Company shall pay the Contractor for the use of its equipment and operators at reasonable rates as from the day of delivery until and including the day of arrival of the equipment and personnel at the Contractor's base, plus any additional costs relating thereto and incurred by the Contractor.

(d) If the Company fails to take delivery of the Facility within five (5) days of the Contractor tendering written notice of delivery or, if in the opinion of the Contractor the Facility is likely to deteriorate, decay, become worthless or incur charges whether for storage or otherwise in excess of its value, the Contractor may, without prejudice to any other claims the Contractor may have against the Company, without notice and without any responsibility whatsoever attaching to the Contractor, sell or dispose of the Facility and apply the proceeds of sale in reduction of the sums due to the Contractor from the Company under this Agreement. Any remaining proceeds will be refunded to the Company.

In the event that such sale or other disposal of the Facility fails to raise sufficient net funds to pay the monies due to the Contractor under the terms of this Agreement then the Company shall remain liable to the Contractor for any such shortfall.

(e) Reference to delivery and/or disposal of the Facility shall include any parts of the Facility whether under tow or onboard another vessel, any cargo, and/or any other thing emanating from the Vessel. Such delivery may take place at different times and different places other than the Place of Delivery (see Box [7]).

17. Payment

(a) The Company shall pay the Contractor the Lump Sum set out in Box 9, which amount shall be due and payable as set out in Annex D (Milestone Payments and Termination Fee), as adjusted by any agreed Variation Orders in accordance with Clause 5 (Revisions).

(b) Each instalment of the Lump Sum shall be fully and irrevocably earned at the moment it is due as set out in Annex D (Milestone Payments and Termination Fee). Any other monies due under this Agreement shall be fully and irrevocably earned on a daily basis or pro rata.

(c) All monies due and payable to the Contractor under this Agreement shall be paid without any discount, deduction, set-off, lien, claim or counterclaim.

(d) All payments to the Contractor shall be made in the currency and to the bank account stipulated in Box 11. The bank account shall be held in the name of the Contractor.



(e) (i) Where there is a failure to make punctual payment sums due and payable by the Company to the Contractors, the Contractors shall promptly notify the Company in writing of such failure and require payment within five (5) days.

(ii) At any time while sums due and payable by the Company to the Contractors remain outstanding the Contractors shall be entitled to suspend the performance of any or all of their obligations under this Agreement until such time as all the sums due to the Contractors under this Agreement have been received by the Contractors. Throughout any period of suspended performance under this Clause, the Vessel shall remain on hire. The Contractors’ right to suspend performance under this Clause shall be without prejudice to any other rights they may have under this Agreement.

(iii) If after five (5) days of the written notification the sums referred to have still not been received, the Contractors may at any time while such sums remain outstanding terminate this Agreement. The right to terminate is to be exercised promptly and in writing and is not dependent upon the Owners first exercising the right to suspend performance of their obligations under this Agreement. The receipt by the Contractors of all sums due from the Company after the five (5) day period has expired but prior to the notice of termination shall be deemed a waiver of the Contractors’ right to terminate this Agreement. The Contractors’ right to terminate under this Clause shall be without prejudice to any other rights they may have under this Agreement.

(iv) Where the Contractors choose not to exercise any of the rights afforded to them by this Clause in respect of any particular late payment of sums due and payable, or a series of late payments of sums due and payable, by the Company to the Contractors under this Agreement, this shall not be construed as a waiver of their right either to suspend performance or to terminate this Agreement in respect of any subsequent late payment under this Agreement.

(f) The Contractor shall invoice the Company for all sums payable under this Agreement in accordance with Annex X (Payment Terms and Conditions). Separately to the invoice, the Contractor shall issue a statement of account indicating the sums paid to date, any further amounts due and any amounts in dispute between the parties. If the Company reasonably believe an incorrect invoice has been issued, they shall notify the Contractors promptly, but in no event no later than the due date, specifying the reason for disputing the invoice. The Company shall pay the undisputed portion of the invoice but shall be entitled to withhold payment of the disputed amount. The Contractors shall be entitled to charge interest at the rate stated in subclause (g) on such disputed amounts where resolved in favour of the Owners. The balance payment (together with any applicable interest) shall be received by the Contractors within five (5) Banking Days after the dispute is resolved. Should the Company’s claim be valid, a corrected invoice shall be issued by the Contractors.

(g) If any sums which become due and payable are not actually received by the Contractor in accordance with Annex X (Payment Terms and Conditions), they shall attract interest in accordance with the rate of eight per cent (8%) above the twelve (12) month Inter-Bank Offered Rates (IBOR) relevant to the contract currency at the date at which the debt is due.

18. Running Cost Sheet and Programming

(a) The Contractor shall maintain a weekly Running Cost Sheet giving a breakdown of personnel, craft and equipment used during the Services that week with a cumulative total of costs taking into account any agreed Variation Order to assist the parties with monitoring progress, scheduling and costs.



(b) The Contractor shall also prepare and maintain a Programme showing the original scheduled timeline for the completion for the Services in Gantt format (or equivalent) and any deviation from the critical path as a result of any delays, NPT or agreed Revisions and Variation Orders.

(c) A copy of the Running Cost Sheet and updated Programme is to be provided to the Company Representative on a bi-monthly basis for the previous two week's operation on the first day of each month and every two weeks thereafter whilst the Services are performed.

(d) In the event that the Company Representative and/or Company disputes the contents of the Running Cost Sheet then the Company shall give notice in writing, no later than seventy two (72) hours after the Contractor has submitted the Running Cost Sheet, setting out its objections to the contents of the Running Costs Sheet.

(e) The last invoice submitted in accordance with Annex D (Milestone Payment Schedule) shall be provided with a reconciled Running Cost Sheet, together with all supporting vouchers and other relevant documentation that may be reasonably required by the Company for its accounting purposes or to satisfy the relevant authorities that the Services have been completed in accordance with this Agreement.

(f) Nothing contained in this Clause shall be deemed as imposing a time bar on either party nor shall it prejudice the provisions in Clause [25] (Arbitration and Mediation) of this Agreement. The Contractor shall update the schedule of works in Annex A on a weekly basis and submit this with the Running Cost Sheet to the Company and Company Representative for review.

19. Extra Costs

The following shall be paid as and when they fall due by the respective parties as indicated in Box [13]:

(a) all port expenses, pilotage charges, harbour and canal dues and all other expenses of a similar nature levied upon or payable in respect of the Vessel and the Contractor's own or hired-in craft;

(b) where the Facility and Worksite are performed offshore, all costs of the transportation of personnel and equipment which is capable of being transported by helicopter or supply vessel between the Company's usual heliport and supply base to the Facility;

(c) the costs of complying with any applicable laws, including immigration laws, in order for the Contractors personnel to be permitted to travel offshore;

(d) the costs of the services of any assisting tugs when reasonably deemed necessary by the Contractor or prescribed by port or other authorities;

(e) all costs in connection with clearance, agency fees, visas, guarantees and all other expenses of such kind;

(f) all taxes and social security charges (other than those normally payable by the Contractor in the country where it has its principal place of business), stamp duties, or other levies payable in respect of or in connection with this Agreement, any import - export dues and any customs or excise duties;

(g) all costs incurred due to requirements of governmental or other authorities or unions over and above those costs which would otherwise be reasonably incurred by the Contractor in the execution of the Agreement;



(h) all costs incurred by the Contractor in respect of portable salvage equipment, materials, or stores which are reasonably sacrificed during the disposal or other operations of the Vessel;

(i) all costs in relation to the accommodation and catering for the Company Representatives and/or any person nominated to attend on board the Facility for the purposes of assisting the Contractors in accordance with Clause [4].

If any such costs are in fact paid by or on behalf of one party by the other party, the party on whose behalf the payment has been made shall reimburse the paying party on the basis of the actual cost to the paying party plus a handling charge of the percentage amount indicated in Box [13(iii)] upon presentation of invoice.

20. Security

(a) The Company shall provide on signing this Agreement a bank guarantee issued by a bank acceptable to the Contractor for an amount as may be agreed between the parties.

If required by the Contractor, the Company shall provide additional security in a form and amount as agreed between the parties for all or part of any amount which may be or become due under this Agreement. Such security shall be given on one or more occasions as and when reasonably required by the Contractor.

(b) The Contractor shall, if so requested, either arrange a performance bond or provide a parent company guarantee as security in a form as may be agreed between the parties.

If there is an advanced payment by the Company, the Contractor shall arrange and pay for an advanced payment bond in a form as may be agreed between the parties.

21. Liabilities and Indemnities

(a) The Contractor shall be responsible for and shall save, indemnify, defend and hold harmless the Company Group from and against all claims, losses, damages, costs (including legal costs) expenses and liabilities in respect of:

(i) loss of or damage to property of the Contractor Group whether owned, hired, leased or otherwise provided by the Contractor Group arising from, relating to or in connection with the performance or non-performance of the Agreement; and

(ii) personal injury including death or disease to any Employees of the Contractor Group arising from, relating to or in connection with the performance or non-performance of the Agreement; and

(iii) subject to any other express provisions of the Agreement, personal injury including death [or disease] or loss of or damage to the property of any third party to the extent that any such injury, loss or damage is caused by the negligence or breach of duty (whether statutory or otherwise) of the Contractor Group. For the purposes of this Clause 21(a)(iii) "third party" shall mean any party which is not a member of the Contractor Group or Company Group; and

(iv) the cost of retrieving any property owned by the Contractor Group which becomes a wreck or debris and has to be removed by order of any lawful authority having jurisdiction over the area where the wreck or debris is placed or as a result of compulsory law.



(b) The Company shall be responsible for and shall save, indemnify, defend and hold harmless the Contractor Group from and against all claims, losses, damages, costs (including legal costs) expenses and liabilities in respect of:

(i) loss of or damage to the Facility and/or Remaining Facility or any other property of the Company Group which is located at the [Worksite] (or is being or has been transported to or from) arising from, relating to or in connection with the performance or non-performance of the Agreement; and

(ii) personal injury including death [or disease] to any Employees of the Company Group arising from, relating to or in connection with the performance or non-performance of the Agreement; and

(iii) subject to any other express provisions of the Agreement, personal injury including death or disease or loss of or damage to the property of any third party to the extent that any such injury, loss or damage is caused by the negligence or breach of duty (whether statutory or otherwise) of the Company Group. For the purposes of this Clause 21(b)(iii) "third party" shall mean any party which is not a member of the Contractor Group or Company Group; and

(iv) loss of or damage to any fixed third party property within the Worksite Area and including any consequential losses arising therefrom. The provisions of this Clause 21(b)(iv) shall apply notwithstanding the provisions of Clause 21(a)(iii).

(v) retrieving any property owned by the Company Group which becomes a wreck or [lost] and has to be removed by order of any lawful authority having jurisdiction over the area where the wreck or debris is placed or as a result of compulsory law.

(c) Except as provided by Clause 21(a)(i), Clause 21(a)(ii) and Clause 21(d), the Company shall save, indemnify, defend and hold harmless the Contractor Group from and against any claim of whatsoever nature arising from pollution emanating or originating from the reservoir or from the property of the Company Group or from any third party property described in Clause 21(b)(iv) arising from, relating to or in connection with the performance or non-performance of the Agreement.

(d) Except as provided by Clause 21(b)(i) and Clause 21(b)(ii), the Contractor shall save, indemnify, defend and hold harmless the Company Group from and against any claim of whatsoever nature arising from pollution occurring on the premises of the Contractor Group or emanating from the property and equipment of the Contractor Group (including but not limited to marine vessels) arising from, relating to or in connection with the performance or non-performance of the Agreement.

(e) All exclusions and indemnities given under this Clause 21 (save for those under Clauses 21(a)(iii), 21(b)(iii) and 21(e)(ii)) and [Clause 24] shall apply irrespective of cause and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of the indemnified party or any other entity or party and shall apply irrespective of any claim in tort, under contract or otherwise at law.

(f) If either party becomes aware of any incident likely to give rise to a claim under the above indemnities, it shall notify the other and both parties shall co-operate fully in investigating the incident.

(g) Excluded losses – Notwithstanding anything else contained in this Agreement neither party shall be liable to the other for:

(i) any loss of use (including, without limitation, loss of use or the cost of use of property, equipment, materials and services including without limitation, those provided by contractors or subcontractors of any tier or by third parties), loss of profits or anticipated profits; loss of product; loss of business;



business interruption; loss of or deferral of drilling rights; loss, restriction or forfeiture of licences, concession or field interest; loss of revenue, shut in, loss of production, deferral of production, increased cost of working; cost of insurance; or any other similar losses whether direct or indirect; and

(ii) any consequential or indirect loss whatsoever

arising out of or in connection with the performance or non-performance of this Agreement even if such loss is caused wholly or partially by the act, neglect, breach of duty (whether statutory or otherwise) or default of the indemnified party, and even if such loss is caused wholly or partially by the unseaworthiness of any vessel, and the Contractor shall indemnify, protect, defend and hold harmless the Company Group from such losses suffered by the Contractor Group and the Company shall indemnify, protect, defend and hold harmless the Contractor Group from such losses suffered by the Contractor Group.

(h) [SUPPLYTIME 2017] Nothing contained in this Agreement shall be construed or held to deprive the Contractor or the Company, as against any person or party, including as against each other, of any right to claim limitation of liability provided by any applicable law, statute or convention. Where the Contractor or the Company may seek an indemnity under the provisions of this Agreement or against each other in respect of a claim brought by a third party, the Contractor or the Company shall seek to limit their liability against such third party

22. Lien

Without prejudice to any other rights which the Contractor may have, whether in rem or in personam, the Contractor shall be entitled to exercise a possessory lien upon the Facility in respect of any amount howsoever or whatsoever due to the Contractor under this Agreement and shall for the purpose of exercising such possessory lien be entitled to take and/or keep possession of the Facility, provided always that the Company shall pay to the Contractor all reasonable costs and expenses howsoever or whatsoever incurred by or on behalf of the Contractor in exercising or attempting or preparing to exercise such lien.

23. Time for Suit

Any claim which may arise out of or in connection with this Agreement or any of the Services performed hereunder shall be notified to the party against whom such claim is made, within twelve (12) months of completion or termination of the Services hereunder, or within twelve (12) months of any claim by a third party, whichever is later. Any suit shall be brought within twelve (12) months of the notification to the party against whom the claim is made. If either of these conditions is not complied with, the claim and all rights whatsoever and howsoever shall be absolutely barred and extinguished.

24. Expert Evaluation

(a) If the parties are unable to agree the costs of any Revision under Clause 5, then either party may request an expert evaluation in accordance with the following procedure:

(i) The party seeking the evaluation shall request the Company and Contractor to appoint a third expert upon notification by the party seeking the expert evaluation. The Company and Contractor appointed experts shall respond in writing within twenty-four (24) hours advising on the identity of the third expert and once appointed, the three experts shall constitute the panel for the purposes of the expert evaluation (“Experts”).



(ii) Both parties shall provide short written statements to the Expert setting out their arguments within forty-eight (48) hours of their acceptance of instructions and shall provide copies of their statement to the other party.

(iii) The Expert shall, within seventy-two (72) hours of receipt of written statements, advise the parties in writing of the alteration to costs or of the adjustment to the Delay Payment Rate or time lost and the third expert shall have the casting vote on all matters referred to the panel. The Expert may also provide short reasons explaining the evaluation.

(iv) The costs of the Expert shall be paid by the party seeking the expert evaluation, but such party shall then be entitled to recover fifty per cent (50%) of the Expert’s fees from the other party.

(b) If the Expert’s evaluation is not agreed by both parties, the Company shall in any event make payments to the Contractor calculated in accordance with the evaluation. Such payments shall be on a provisional basis and without prejudice to the parties' rights to seek a determination in accordance with Clause 25 (Arbitration and Mediation).

25. Arbitration and Mediation

This Clause 24 applies to any dispute arising under this Agreement.

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

The reference shall be to a sole arbitrator (“Arbitrator”), to be selected by the first party claiming arbitration from the persons currently on the Panel of Lloyd's Salvage Arbitrators with a right of appeal from an award made by the Arbitrator to either party by notice in writing to the other within twenty-eight (28) days of the date of publication of the original Arbitrator's Award.

The Arbitrator on appeal shall be the person currently acting as Lloyd's Appeal Arbitrator.

No suit shall be brought before another Tribunal, or in another jurisdiction, except that either party shall have the option to bring proceedings to obtain conservative seizure or other similar remedy against any assets owned by the other party in any state or jurisdiction where such assets may be found.

Both the Arbitrator and Appeal Arbitrator shall have the same powers as an Arbitrator and an Appeal Arbitrator under LOF 2000 or any standard revision thereof, including a power to order a payment on account of any monies due to the Contractor pending final determination of any dispute between the parties hereto.

In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

In cases where the claim or any counterclaim exceeds the sum agreed for the LMAA Small Claims Procedure and neither the claim nor any counterclaim exceeds the sum of US$400,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Intermediate Claims Procedure current at the time when the arbitration proceedings are commenced.



(b)* This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the United States and any dispute arising out of or in connection with this Agreement shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings are commenced.

(c)* This Agreement shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.

(d) Notwithstanding 24(a), 24(b) or 24(c) above, the parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection with this Agreement. In the case of a dispute in respect of which arbitration has been commenced under 24(a), 24(b) or 24(c) above, the following shall apply:

(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party of a written notice (the “Mediation Notice”) calling on the other party to agree to mediation.

(ii) The other party shall thereupon within fourteen (14) calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further fourteen (14) calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitrator or such person as the Arbitrator may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

(iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.

(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary to protect its interest.

(v) Either party may advise the Arbitrator that they have agreed to mediation. The arbitration procedure shall continue during the conduct of the mediation but the Arbitrator may take the mediation timetable into account when setting the timetable for steps in the arbitration.

(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share equally the mediator’s costs and expenses.

(vii) The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Arbitrator except to the extent that they are disclosable under the law and procedure governing the arbitration.



(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)

(e) If Box 15 in PART I is not appropriately filled in, Sub-clause 25(a) of this Clause shall apply. Sub-clause 25(d) shall apply in all cases.

*Sub-clauses 25(a), 25(b) and 25(c) are alternatives; indicate alternative agreed in Box X.

26. Notices and Instructions Clause

(a) All notices [instructions, authorisations, approvals or acknowledgements] given by either party or their agents to the other party or their agents in accordance with the provisions of this Agreement shall be in writing [and shall be in the English language].

(b) Unless specifically provided in this Agreement to the contrary, all notices shall be sent to the address for that other party as set out in Boxes 2 and 3 or as appropriate or to such other address as the other party may designate in writing. A notice may be sent by registered or recorded mail, facsimile, electronically or delivered by hand in accordance with this Sub-clause 26(c).

(c) Any notice given under this Agreement shall take effect on receipt by the other party and shall be deemed to have been received:

(i) if posted, on the seventh (7th) day after posting;

(ii) if sent by facsimile or electronically, on the day of transmission; or

(iii) if delivered by hand, on the day of delivery.

And in each case proof of posting, handing in or transmission shall be proof that notice has been given, unless proven to the contrary.

(d) If it is necessary for the Company or the Company Representative to issue any instruction, authorisation, approval or acknowledgement to the Contractor orally, the Contractor shall comply with any such reasonable request by the Company or Company Representative but shall be entitled to receive written confirmation as soon as is practicably possible. Provided that the Company confirms the instruction, authorisation, approval or acknowledgement in writing and it does not contradict the earlier oral instruction, it shall be deemed to be an instruction in writing by the Company. If such instruction results in a revision of the Services, the Contractor shall be entitled to a Variation Order (Clause 5).

(e) If it is necessary for the Contractor to take immediate action to avoid or prevent risk or damage to any personnel, craft or equipment at the Worksite or to prevent or minimise damage to the environment in order to mitigate the Company's liability, save where it is caused by the Contractor's own negligence the Contractor shall be entitled to receive written confirmation as soon as is practicably possible. If such instruction results in a revision of the Services, the Contractor shall be entitled to a Variation Order (Clause 5).

27. Insurance

(a) The parties shall obtain and maintain in effect for the duration of this Agreement, with reputable insurers, suitable insurances as set out in [ANNEX XX]. Such insurances shall provide that the other



party shall be given not less than thirty (30) days’ notice of cancellation of or material change to cover. Policy limits shall not be less than those indicated.

(b) The Company shall upon request be named as co-insured on the insurance policies to be obtained and maintained by the Contractor. The Contractor shall upon request cause insurers to waive subrogation rights against the Company Group. Co-insurance and/or waivers of subrogation shall be given only insofar as these relate to liabilities which are properly the responsibility of the Contractor under the terms of this Agreement.

(c) The Contractor shall upon request furnish the Company with copies of certificates of insurance which provide sufficient information to verify that the Contractor has complied with the insurance requirements of this Agreement.

(d) The Contractor Group shall be named as additional assured on the insurance policies obtained and maintained by the Company. The Company shall cause insurers to waive subrogation rights against the Contractor Group.

28. Intellectual Property rights

(a) Any developments by either party giving rise to any registerable Intellectual Property rights based wholly on data, equipment, processes or methodologies and otherwise generated by one party for the purposes of performing the Services shall vest in the party responsible for developing or inventing the Intellectual Property unless it is agreed in writing that the Intellectual Property has been developed jointly by the parties.

(b) Where any registerable Intellectual Property vests solely in one party, such party may grant the other party, at its sole discretion, a non-exclusive, non-transferable, world-wide licence to use the Intellectual Property. The party responsible for developing the Intellectual Property shall bear the costs for protecting and/or registering the Intellectual Property rights.

(c) Where any registerable Intellectual Property vests jointly with both parties, the parties shall bear the costs for protecting and/or registering the Intellectual Property rights equally.

(d) The Parties warrant that they shall not infringe or cause to be infringed any Intellectual Property rights arising out of or in connection with the performance of the Services.

29. Document and data management

The Contractor shall maintain a complete set of all relevant documents and drawings in either electronic of hard copy format provided by the Company and/or prepared by the Contractor during the performance of the Services. Such database shall be maintained in more than one relevant location and shall be accessible by the Company, the Company Representative or any other person with written authorisation from the Company. The costs of maintaining the database shall be paid for equally by the parties.

30. Confidentiality

The Contractor and the Company undertake to keep this Agreement (including any Annexes, Schedules, Addenda and Company Information) confidential for a period of 5 (five) years after the date of this Agreement, save that the Company shall be entitled to keep any other party that has title in all



or part of the Facility including any subsidiary or parent or holding company of any company or any other subsidiary of such parent or holding company informed of this Agreement save that;

(a) either party shall be entitled to disclose this Agreement in any pending or possible court and/or arbitral proceedings; and

(b) the Company and the Contractor shall be entitled to inform their respective employees, agents, servants, subcontractors, affiliates and advisors as may be necessary for the performance of the Services and/or in the furtherance of defence of their rights hereunder.

Any contact with the media shall throughout the duration of this Agreement be subject to the Company's prior written consent. The Contractor shall use its reasonable endeavours to assist the Company with information to be conveyed to the media.

Photographs taken and film/video recordings made during the performance of the Services by the Contractor, its employees or servants, subcontractors, affiliates or agents shall not be distributed or published in any form or media without prior written approval of the Company unless required to be disclosed by the relevant competent authorities, any lawful order or request or as a result of a Statutory Requirement.

Representatives from the media shall only be given access to the Facility or the Worksite with prior written agreement of the Contractor in accordance with Clause X (Access to the Facility).

The Company shall be entitled to publish information in relation to the Services and the Facility on its web-page(s) subject to the Contractor obtaining prior written approval of the content from the Company.

31. Anti-Corruption

(a) The parties agree that in connection with the performance of this Agreement they shall each:

(i) comply at all times with all applicable anti-corruption legislation and have procedures in place that are, to the best of its knowledge and belief, designed to prevent the commission of any offence under such legislation by any member of its organisation or by any person providing services for it or on its behalf; and

(ii) make and keep books, records, and accounts which in reasonable detail accurately and fairly reflect the transactions in connection with this Agreement.

(b) If a demand for payment, goods or any other thing of value (“Demand”) is made to the Contractor or the Contractor Group by any official, any contractor or sub-contractor engaged by or acting on behalf of Company or the Company Group or any other person not employed by the Company and it appears that meeting such Demand would breach any applicable anti-corruption legislation, then the Contractors shall notify the Company as soon as practicable and the parties shall cooperate in taking reasonable steps to resist the Demand.

(c) If either party fails to comply with any applicable anti-corruption legislation it shall defend and indemnify the other party against any fine, penalty, liability, loss or damage and for any related costs (including, without limitation, court costs and legal fees) arising from such breach.



(d) Without prejudice to any of its other rights under this Agreement, either party may terminate this Agreement without incurring any liability to the other party if:

(i) at any time the other party or any member of its organisation has committed a breach of any applicable anti-corruption legislation in connection with this Agreement; and

(ii) such breach causes the non-breaching party to be in breach of any applicable anti-corruption legislation.

Any such right to terminate must be exercised without undue delay.

(e) Each party represents and warrants that in connection with the negotiation of this Agreement neither it nor any member of its organisation (including the Contractor Group and Company Group) has committed any breach of applicable anti-corruption legislation. Breach of this Sub-clause (e) shall entitle the other party to terminate the Agreement without incurring any liability to the other.

32. Status of the Company

The Company enters into this Agreement for itself and as agent for and on behalf of the Company Group. Without prejudice to the provisions of Clause XX and notwithstanding the above:

(a) the Contractor agrees to look only to the Company for the due performance of this Agreement and nothing contained in this Agreement will impose any liability upon, or entitle the Contractor to commence any proceedings against any member of the Company Group other than the Company; and

(b) the Company is entitled to enforce this Agreement on behalf of the Company Group as well as for itself. For that purpose the Company may commence proceedings in its own name to enforce all obligations and liabilities of the Contractor and to make any claim which any member of the Company Group may have against the Contractor; and

(c) All losses, damages, costs (including legal costs) and expenses recoverable by the Company pursuant to the Agreement or otherwise shall include the losses, damages, costs (including legal costs) and expenses of the Company Group except that such losses, damages, costs (including legal costs) and expenses shall be subject to the same limitations or exclusions of liability as are applicable to the Company or the Contractor under the Agreement. For the avoidance of doubt any and all limitations of the Contractor’s liability set out in the Agreement shall represent the aggregate cumulative limitation of the liability of the Contractor to the Company Group.

33. General Provisions

(a) Severability

If, in any legal proceedings, it is determined that any provision of this Agreement is unenforceable under applicable law, then the unenforceable provision shall automatically be amended to conform to that which is enforceable under the law. In any event, the validity or enforceability of any provision shall not affect any other provision of this Agreement, and this Agreement shall be construed and enforced as if such provision had not been included.



(b) Assignment

The Company may assign this Agreement or any part of it or any benefit or interest to any subsidiary or parent or holding company of the Company as defined under this Agreement.

Neither the Company nor the Contractor shall assign the benefit of this Agreement to any third party without prior written agreement of the other, such agreement shall not be unreasonably delayed or withheld.

(c) Subcontracting

Unless otherwise stated in Annex C (SERVICES)or agreed as a Variation Order, the Contractor shall not subcontract the Services or any material part thereof without the prior approval of the Company, such approval shall not be unreasonably delayed or withheld. (Annex C needs to contain an obligation on the contractor to ensure that sub-contracts contain a right of assignment to the company).

Where the Company approves the use of a subcontractor, the Company shall be entitled to review the terms and conditions of the subcontract and comment on the same.

The Contractor shall ensure that the subcontract terms and conditions shall be no less favourable than the terms contained in this Agreement in so far as they apply to the subcontract.

The Contractor shall remain responsible for the subcontracted work, including any acts, omissions or defaults and nothing contained in this Clause X(c) shall be deemed as relieving the Contractor of its obligations under this Agreement.

(d) Third Party Beneficiaries

Except as specifically provided for elsewhere in this Agreement, this Agreement shall not be construed to confer any benefit on any third party not a party to this Agreement nor shall this Agreement provide any rights to such third party to enforce any provision of this Agreement.

(e) Waiver

No benefit or right accruing to either party under this Agreement shall be waived unless the waiver is reduced to writing and signed by both the Contractor and the Company. The failure of either party to exercise any of its rights under this Agreement, including but not limited to either party’s failure to comply with any time limit set out in this Agreement, shall in no way constitute a waiver of those rights, nor shall such failure excuse the other party from any of its obligations under this Agreement.

(f) Warranty of Authority

The Contractor and the Company each warrant and represent that the person whose signature appears in Part I above is its appointed representative and is duly authorized to execute this Agreement as a binding commitment of such party.

(g) Singular/Plural

The singular includes the plural and vice versa as the context admits or requires.



(h) Headings

The headings to the clauses and appendices to this Agreement are for convenience only and shall not affect its construction or interpretation.



ANNEX A (DETAILS OF FACILITY)



ANNEX B (ASSUMPTIONS AND INFORMATION)



ANNEX C (SERVICES)

[Obligation of Contractors to give Company right of assignment in subcontracts]



ANNEX D (MILESTONE PAYMENT AND TERMINATION FEE)



ANNEX E (DAILY PROGRESS REPORTS)



ANNEX F (VARIATION ORDER)



ANNEX G (SECURITY)



ANNEX H (INSURANCE)

Insurance policies (as applicable) to be obtained and maintained by the Contractor under Clause 27:

(1) Marine Hull Insurance. - Hull and Machinery Insurance shall be provided with limits equal to those normally carried by the owners for the Vessel.

(2) Protection and Indemnity (Marine Liability) Insurance. - Protection and Indemnity (P&I) or Marine Liability Insurance with coverage equivalent to the cover provided by members of the International Group of Protection and Indemnity Associations with a limit of cover no less than USD for any one event. The cover shall include liability for collision and damage to fixed and floating objects to the extent not covered by the insurance in (1) above.

(3) General Third Party Liability Insurance. - To the extent not covered by the insurance in (2) ABOVE, Coverage shall be for:

Bodily Injury ________ per person

Property Damage _____ per occurrence.

Where the General Third Party Liability Insurance excludes professional negligence, there shall be no exclusion for resultant damage or injury arising from professional negligence.

(4) Workmen’s Compensation and Employer’s Liability Insurance for Employees. - To the extent not covered in the insurance in (2) above, covering Contractor’s employees and other persons for whom Contactor is liable as employer pursuant to applicable law for statutory benefits as set out and required by local law in area of operation or area in which the Contractor may become legally obliged to pay benefits.

(5) Air Transportation Insurance. - Covering all owned, hired and non-owned aircraft, coverage shall be for:

Bodily Injury as defined by local law.

Property Damage in an amount equivalent to _____ single limit per occurrence.

(6) Such other insurances as may be agreed

Insurance policies (as applicable) to be obtained and maintained by the Company under Clause 27:

[To be inserted by the parties]


The terms and conditions set out in this Term Sheet are indicative only and do not constitute an offer to finance the term loan facility described in this Term Sheet. The provision of the term loan facility described in this Term Sheet is subject to credit committee approval and satisfactory documentation.

1. Date of Term Sheet

2. Borrower(s) (name and jurisdiction of incorporation)

3. Guarantor(s) (name and jurisdiction of incorporation)

4. Obligors (describe, e.g. Borrower(s) and Guarantor(s)) 5. Arranger(s) (name)

6. Lender(s) (name or describe basis of selection)

7. Facility Agent(s) (name, including agents for particular Facility tranches)

8. Security Agent (name)

9. Bookrunner (name), if applicable

10. Hedging Bank (name), if applicable 11. Account Bank (name)

12. Export Credit Agency (name), if applicable 13. Vessel(s) (describe below or specify in Annex A)

14. Vessel(s) Registries/Flags (describe below or specify in Annex A)

15. Classification Society and Class Notation (describe below or specify in Annex A)

16. Commercial and Technical Manager(s), if applicable 17. Builder and/or Seller, as applicable (name or specify in Annex A)

18. Shipbuilding Contract and/or Memorandum of Agreement, as applicable (describe below or specify in Annex A)

19. Maximum Facility Amount (state currency)

20. Maturity Date (state as appropriate)

21. Governing Law

22. Jurisdiction

This Term Sheet consists of PART l, PART ll, Annex A (Vessel Information) and, if applicable, Annex B (Repayment Profile), Annex C (Information) and Annex D (Financial Covenants).

SHIPTERM B STANDARD SECURED TERM LOAN FACILITY

INDICATIVE TERM SHEET FOR SYNDICATED SHIP FINANCING PART I


PART II Secured term loan facility

Indicative term sheet for syndicated ship financing

1

THE FACILITY

1. Facility

The Lenders will make available to the Borrower(s) the term loan facility as set out in this Term Sheet. The liabilities and obligations of the Lenders will be several.

2. Purpose

The Loan(s) may be drawn under the Facility for the purpose of [financing the delivery instalment under the/each Shipbuilding Contract] AND/OR [financing or refinancing the Vessel(s)].

3. Tranches The Facility will include the following tranches [Describe tranches as agreed].

4. Amount The maximum amount of the [Tranche in relation to each Vessel] OR [each Tranche] will be the lesser of: i. [insert currency and amount of the Tranche(s) for each Vessel];

and ii. the amount equal to [insert as agreed]% of the fair market value

of such Vessel as at delivery, as determined by an average of two desk top valuations provided by valuers acceptable to the Lenders (pre-agreed valuers being listed in Annex C), on a charter-free basis at the cost of the Borrower(s),

provided that the aggregate amount of the Facility for all Vessels shall in no event exceed the amount stated in Box 19.

5. ECA Support

The Export Credit Agency will provide a [describe relevant ECA insurance policy or guarantee], covering [insert as appropriate]% of the risks in respect of payment of principal and interest under the [Facility] OR [describe relevant ECA-supported Tranche]. [Include only if transaction involves ECA support through a separate instrument in favour of Lenders (rather than ECA itself being a lender).]

6. Availability Period

From the date of the Facility Agreement to [insert date.] OR [the last day for [the]/[each] Vessel delivery under the/each Shipbuilding Contract or Memorandum of Agreement].

7. Drawdown

The Facility will be available for drawing during the Availability Period, subject to the fulfilment of the Conditions Precedent listed in Clause 28 (Conditions Precedent). [Each Tranche] OR [The Facility] must be drawn in [a single drawdown per Vessel][include if Facility is only Delivery date financing for multiple Vessels].




2

8. Repayment

The Loan(s) will be repaid in accordance with the repayment profile described in Annex B and will be repaid in full no later than on the Maturity Date stated in Box 20.

9. Cancellation and Prepayment

(a) Voluntary cancellation The Borrower(s) may, on not less than 10 banking days’ prior notice, cancel the whole or any part of the undrawn Facility.

(b) Voluntary prepayment The Borrower(s) may, on not less than 10 banking days’ prior notice, prepay the whole or any part of the Tranche(s) on the last day of an Interest Period.

(c) Prepayment or cancellation of a single Lender The Borrower(s) may, on not less than 10 banking days’ prior notice, cancel the commitment in the undrawn Facility, and prepay the participation in the Tranche(s), of any Lender who makes a claim under any of the provisions relating to increased costs, tax gross-up or tax indemnity.

(d) Mandatory prepayment Any undrawn portion of the Facility will be cancelled and the Tranche(s) will be repaid in full (or in the case of i., ii. and v. below the Tranche(s) in relation to the affected Vessel(s)) if any of the following occurs:

i. Vessel actual or constructive total loss; ii. Vessel disposal; iii. change of control [describe any agreed change of control event]; iv. [the ECA Support is cancelled, suspended, or terminated in

whole or in part or is no longer in full force and effect; [Include only if transaction involves ECA support through a separate instrument in favour of Lenders (rather than ECA itself being a lender).]

v. [termination of a long-term charterparty specified in Annex A unless replaced by Vessel employment acceptable to the Lenders;[Include if a long-term charter forms part of the financing package.]; or

vi. illegality. Amounts cancelled may not be reinstated. Amounts prepaid may not be reborrowed and will be applied against the outstanding instalments as specified in Clause 8 (Repayment) in inverse order of maturity.




3

No cancellation fee will be payable in respect of any cancellation. Any prepayment shall be made with accrued interest on the amount prepaid, if made on a day which is not the last day of an Interest Period, subject to breakage costs[,]/[and] [amounts (if any) payable under the Hedging agreements in connection with that prepayment][Include if the Loan is a floating rate loan and hedging is included.], but, unless otherwise stated under “Pricing”, without premium or penalty.

10. Application of Payments

In the event of a mandatory prepayment referred to in Clause 9 (Cancellation and Prepayment), ii. and iii. of subparagraph (d) (Mandatory Prepayments), if the proceeds of the relevant total loss or disposal of a Vessel exceed the Tranche relating to that Vessel, any excess proceeds will be applied as follows: [insert as agreed].

PRICING

11. Arrangement Fee

[An arrangement fee in the amount of [insert as agreed]% on the amount of the Facility will be payable on [signing of the Facility Agreement] OR [as set out in a fee letter].

12. Commitment Fee

A commitment fee in the amount of [insert as agreed]% per annum on the undrawn and uncancelled amount of the Facility will be payable for the Availability Period. Accrued commitment fee will be payable quarterly in arrear during the Availability Period, the last such payment being on the last day of the Availability Period or any earlier date on which the Facility is cancelled in full.

13. [Prepayment Fee]

[A prepayment fee in the amount of [insert] will be payable in respect of any voluntary prepayment or any mandatory prepayment pursuant to ii., iii. and iv. referred to in Clause 9 (Cancellation and Prepayment), subparagraph (d) (Mandatory Prepayment) above.] [Include only if commercially agreed.]

14. Agency Fee An agency fee in the amount of [insert amount] OR [[insert as agreed]% on the amount of the Facility] will be payable [specify timing] OR [as set out in a fee letter].

15. Security Agency Fee

A security agency fee in the amount of [insert amount] OR [[insert as agreed]% on the amount of the Facility] will be payable [specify timing] OR [as set out in a fee letter].




4

16. ECA Premium An ECA premium in the amount of [insert as appropriate] % of the total commitments [under the [describe ECA-supported tranche]], as calculated and confirmed by the Export Credit Agency, will be payable [on the date of each [Delivery] Drawdown] OR [insert otherwise agreed payment timing]. The ECA Premium, once paid, will not be refundable except in accordance with the ECA Support.] [Include if transaction involves ECA support through a separate instrument in favour of Lenders.]

17. Interest

Interest will accrue on the outstanding amount of the Tranche(s) on the basis of a 360 day year at the rate [which is the aggregate of: i. [insert reference to relevant base rate], to be determined by

reference to Thomson Reuters and, where appropriate, the use of linear interpolation; and

ii. [insert margin] In case of a negative base rate, the base rate shall be [insert as agreed]. Interest will be payable in arrears on the last day of each Interest Period. Interest will accrue on any amount due but unpaid at a rate which is [insert as agreed]% higher than the normally applicable Interest rate.

18. Interest Periods Interest will accrue in interest periods of [state agreed period or periods].

OTHER FACILITY TERMS

19. Finance Documents

The Facility will be made available under the Facility Agreement [, which will be based on [insert as agreed, if applicable]]. Other documentation will include the security documents, any fee letters and such other documents as may be agreed. Each Finance Document shall be in form and substance satisfactory to the parties [and will include customary provisions relating to the ECA Support][Include if transaction involves ECA support through a separate instrument in favour of Lenders.].

20. Security

Security will include: i. a duly registered first priority/first preferred ship mortgage over

the Vessel(s) and, if applicable, a collateral deed of covenants; ii. a first priority assignment of the insurances, earnings and any

requisition compensation relating to the Vessel(s);




5

iii. a first priority security interest over an earnings account relating to the Vessel(s);

iv. a first priority assignment of any Vessel charterparty, perfected by notification to the charterer(s) in the case of any long-term charterparty specified in Annex A and any charterparty which exceeds (or, by virtue of any optional extensions, may exceed) [insert agreed number of months, e.g. 12];

v. the guarantee(s) of the Guarantor(s); vi. [a first priority security interest over the shares or other equity

interests in the Borrower(s) and subordination of intra-group liabilities of the Borrower(s);][include if applicable] and

vii. an undertaking from any Commercial and/or Technical Manager stated in Box 16.

21. Insurances

The Borrower(s) will keep the Vessel(s) insured, with insurers acceptable to the Security Agent acting on the instruction of the Lenders, at the cost of the Borrower(s) against customary risks, including: i. hull & machinery risks, including hull interest, on an agreed value

basis for the higher of the fair market value of each Vessel and [insert as agreed]% of the Tranche relating to that Vessel;

ii. protection & indemnity risks, including oil pollution liability, at the highest level of cover available under a standard P&I club entry;

iii. war risks, including blocking and trapping; and iv. [loss of hire][include only if commercially agreed]. The insurances under i. and iii. and, if applicable iv. above must name the Security Agent as sole loss payee in respect of any insurance proceeds in excess of [insert currency and figure for major casualty threshold, as agreed]. Proceeds of a total loss will be applied by the Security Agent in prepayment of the Tranche(s) as set out in Clause 10 (Application of Payments). Proceeds of a major casualty will be held by the Security Agent as security and will be applied towards reimbursement of the cost of reinstating the Vessel(s) paid by the Borrower(s) or, at the request of the Borrower(s), paid directly to third parties engaged in the reinstatement of the Vessel(s). The Borrower(s) will indemnify the Security Agent for the reasonable cost of any mortgagee interest insurance, including insurance for additional perils, obtained by the Security Agent.

22. Representations and Warranties

The Obligors will make representations and warranties customary for transactions of this nature (subject to such qualifications as may be agreed).




6

23. Covenants

Covenants customary for transactions of this nature (subject to such qualifications and exceptions as may be agreed), including: (a) Vessel covenants i. maintenance of ownership and registration of the Vessel(s); ii. restriction on change of Vessel Registry/Flag, name or

Classification Society without prior consent of the Facility Agent acting on the instruction of the Lenders [and of the Export Credit Agency] [Include if transaction involves ECA support through a separate instrument in favour of Lenders.];

iii. maintenance of Class Notation and compliance with mandatory Classification Society requirements;

iv. compliance with ISM and ISPS codes; v. restriction on modifications to the Vessel(s); vi. Facility Agent inspection rights; vii. no liens, other than permitted liens, and release from arrest; viii. prudent operation and maintenance of Vessel(s), including

restriction on actions which would invalidate insurances and restriction on trading in war zones;

ix. restriction on change of Vessel Managers without prior consent of the Facility Agent acting on the instruction of the Lenders;

x. earnings payments provisions; and xi. restriction on entering into time charterparties (other than any

charterparty specified in Annex A) [Include if a long-term charter forms part of the financing package.] for a period including any extension options in excess of [state agreed number, e.g. 12] months or any bareboat charterparty, in either case without prior consent of the Facility Agent acting on the instruction of the Lenders.

(b) General covenants i. authorisations; ii. compliance with laws (including applicable sanctions, anti-money

laundering, anti-bribery and other regulatory requirements); iii. environmental compliance; iv. payment of taxes; v. restriction on change of centre of main interests; vi. pari passu ranking of indebtedness; vii. negative pledge; viii. restriction on disposals; ix. restriction on merger; x. restriction on change of business; and xi. customary special purpose vehicle covenants (if applicable),

including restrictions on debt and activities.




7

(c) Information covenants i. annual audited accounts and semi-annual unaudited accounts as

specified in Annex C as soon as they become available but in any event within, in the case of annual accounts, 180 days and, in the case of semi-annual accounts, 90 days of the end of the relevant financial period;

ii. annual operating budgets or forecasts; iii. all information relating to any “know your customer” or other

regulatory checks required to be carried out by the Lenders; iv. prompt notification of any Event of Default; v. prompt notification of any Vessel arrest or requisition,

unscheduled drydocking, actual or constructive total loss of the Vessel(s) or any Vessel damage exceeding the [insert agreed major casualty amount]; and

vi. any other information which the Facility Agent reasonably requests regarding the Vessel(s), earnings and insurances or the Obligors.

(d) Financial covenants i. Security maintenance covenant

Fair market value of the Vessel(s) will be determined no less frequently than every 6 months by an average of two desk top valuations by valuers acceptable to the Lenders (pre-agreed valuers being listed in Annex C), provided on a charter-free basis at the cost of the Borrower(s). The ratio of the aggregate fair market value of the Vessel(s) to the total outstanding Loan(s) must at all times be at least equal to [insert as agreed]%. If the fair market value of the Vessel(s) diminishes such that the value to loan requirement is not satisfied, the Borrower(s) will either (a) prepay such portion of the Loan(s) as will ensure that the value to loan requirement is satisfied or (b) post additional collateral acceptable to the Lenders (such additional collateral to be taken into account in subsequent calculations of the value to loan ratio). Amounts prepaid may not be reborrowed and will be applied against the outstanding instalments as specified in Clause 8 (Repayment) in inverse order of maturity. No prepayment fee will be payable in respect of any such prepayment, but if such prepayment is made on a day which is not the last day of an Interest Period, breakage costs will be payable; and

ii. other financial covenants as may be agreed between the parties and specified in Annex D.




8

24. Events of Default

Events of Default customary for transactions of this nature (subject to such qualifications and remedy periods as may be agreed) in respect of the Obligors, including: i. non-payment; ii. breach of covenants and failure to comply with any other

provision of the Facility Agreement or any other Finance Document;

iii. misrepresentation; iv. cross default in excess of a threshold of [insert agreed threshold

amount]; v. insolvency; vi. insolvency proceedings; vii. creditors’ process; viii. unlawfulness, invalidity or loss of priority of security; ix. litigation; and x. material adverse change.

25. [Hedging] [Interest rate hedging will be implemented on or before the date of the [first] Drawdown in respect of not less than [insert as agreed]% of the Facility and maintained until [insert as agreed].] OR [If any hedging is implemented by the Borrower(s), the relevant hedging provider must become a party to the Finance Documents as Hedging Bank.] [Hedging of aggregate notional amounts must not exceed [[insert as agreed]% of] the amounts outstanding under the Facility.] All Hedging agreements will share in the Security and will rank pari passu with the Facility, but the Hedging Bank will [have] OR [not have] a vote in relation to enforcement or other decisions requiring Majority Lenders’ or all Lenders’ consent.

26. Majority Lenders

[66 2/3]% of the Lenders’ total commitments.

27. Amendments and waivers

Amendments and waivers will generally require the consent of the Majority Lenders. However, the Facility Agreement will specify particular provisions customary for transactions of this nature, amendments to, or waivers of which, require all Lender consent.

28. Conditions Precedent

Conditions Precedent to signing of the Finance Documents and Drawdown(s), as applicable, customary for transactions of this nature, including:




9

i. a duly executed and, if applicable, registered original of each Finance Document;

ii. [evidence that the ECA Support is in effect;] [Include if transaction involves ECA support through a separate instrument in favour of Lenders.]

iii. constitutional documents of the Obligors; iv. evidence that all necessary corporate, shareholder and other

action has been taken by the Obligors to authorise the execution, delivery and performance of the Facility Agreement and the other Finance Documents;

v. customary legal opinions; vi. evidence of process agent appointment, if applicable; vii. evidence of payment of equity portion of the acquisition cost of

the Vessel(s), if applicable; viii. current valuation(s) of the Vessel(s) in accordance with fair

market value requirements; ix. evidence that the Vessel(s):

a. is/are registered in the name of the Borrower(s) under the

Registry/Flag stated in Box 14, b. is/are free of encumbrances, c. maintain(s) the Class Notation with the Classification Society

each as stated in Box 15, and d. is/are insured in accordance with the terms of the Finance

Documents;

x. copies of any Shipbuilding Contract or Memorandum of Agreement relating to the Vessel(s), if applicable;

xi. copies of applicable technical and commercial management agreements (and of any applicable document of compliance);

xii. copies of customary vessel certificates (including statutory safe manning certificate);

xiii. payment of all applicable fees and expenses; and xiv. no Event of Default or any event which with the giving of notice

or the lapse of time would constitute an Event of Default.

29. Miscellaneous i. Each Lender may sub-participate or transfer all or any of its rights and obligations subject to the [consent of] OR [consultation with] OR [notice to] the Borrower(s) [which shall not be unreasonably withheld]. Such [consent/consultation/notice] shall not be required following an Event of Default, in case of transfer to an affiliate of the Lender [or in the case of transfer to the Export Credit Agency] [Include if transaction involves ECA support through a separate instrument in favour of Lenders.].] The Borrower(s) shall not pay any additional costs or incur any




10

additional liabilities as a result of circumstances existing at the time of such sub-participation or transfer.

ii. The Borrower(s) will reimburse the Lenders and other finance parties for any costs and expenses (including legal expenses) reasonably incurred in the negotiation, preparation, execution and perfection of the Facility Agreement and the other Finance Documents.

iii. The Facility Agreement will contain provisions customary for transactions of this nature (subject to such qualifications as may be agreed) relating to, among other things, default interest, market disruption, tax gross-up, tax and general indemnities, US Foreign Account Tax Compliance Act and analogous legislation, applicable bail-in legislation, enforcement and amendment costs, increased costs and set-off.

iv. The Facility Agreement will contain customary provisions relating to disclosure of confidential information, including the fact that this Term Sheet and its contents should be treated as confidential between the parties and may not be disclosed to any person other than a party's legal and other professional advisors in relation to the proposed Facility.

v. The Facility Agreement will contain customary agency and security agency/trust provisions.

30. Governing Law and Jurisdiction

The Facility Agreement and all other Finance Documents will be subject to the Governing Law and Jurisdiction stated in Boxes 21 and 22, except that the ship mortgage(s) shall be subject to the laws of the Vessel Registry/Flag state(s) stated in Box 14 and except where another Governing Law is appropriate in the case of any other Finance Document.


8

ANNEX A

VESSEL INFORMATION

VESSEL 1

Vessel type / specifications:

Vessel Registry/ Flag:

Vessel Classification Society and Class notation:

Builder or Seller:

Shipbuilding Contract or Memorandum of Agreement:

Scheduled delivery date:

Long-term charterparty (if applicable):

VESSEL 2/3/4 etc.

Vessel type / specifications:

Vessel Registry/ Flag:

Vessel Classification Society and Class notation:

Builder or Seller:

Shipbuilding Contract or Memorandum of Agreement:

Scheduled delivery date:

Long-term charterparty (if applicable):


9

ANNEX B

REPAYMENT PROFILE


10

ANNEX C

INFORMATION

VALUERS

ACCOUNTS


11

ANNEX D

FINANCIAL COVENANTS

Agenda - UK Chamber of Shipping 2.3.10. Conversion Contract The REPAIRCON subcommittee has discussed...

Documents

Transcript of Agenda - UK Chamber of Shipping 2.3.10. Conversion Contract The REPAIRCON subcommittee has discussed...