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SHIPBUILDING CONTRACTFORCONSTRUCTION OF ONE _ (HULL NO. _)BETWEEN_as BUYERand_as SELLER Shipbuilding Contract Hull No._CONTENTSARTICLE PAGE NO.ARTICLE I DESCRIPTION AND CLASS21. DESCRIPTION:22. CLASS AND RULES23. PRINCIPAL PARTICULARS AND DIMENSIONS OF THE VESSEL34. GUARANTEED SPEED35. GUARANTEED FUEL CONSUMPTION36. GUARANTEED DEADWEIGHT47. SUBCONTRACTING:48. REGISTRATION:4ARTICLE II CONTRACT PRICE & TERMS OF PAYMENT51. CONTRACT PRICE:52. CURRENCY:53. TERMS OF PAYMENT:54. METHOD OF PAYMENT:65. PREPAYMENT:86. SECURITY FOR PAYMENT OF INSTALMENTS BEFORE DELIVERY:87. REFUNDS9ARTICLE III ADJUSTMENT OF THE CONTRACT PRICE101. DELIVERY102. INSUFFICIENT SPEED123. EXCESSIVE FUEL CONSUMPTION134. DEADWEIGHT145. EFFECT OF RESCISSION15ARTICLE IV SUPERVISION AND INSPECTION161. APPOINTMENT OF THE BUYERS SUPERVISOR162. COMMENTS TO PLANS AND DRAWINGS163. SUPERVISION AND INSPECTION BY THE SUPERVISOR174. LIABILITY OF THE SELLER185. SALARIES AND EXPENSES186. REPLACEMENT OF SUPERVISOR18ARTICLE V MODIFICATION,CHANGES AND EXTRAS191. HOW EFFECTED192. CHANGES IN RULES AND REGULATIONS, ETC.193. SUBSTITUTION OF MATERIALS AND/OR EQUIPMENT214. BUYERS SUPPLIED ITEMS21ARTICLE VI TRIALS221. NOTICE222. HOW CONDUCTED233. TRIAL LOAD DRAFT234. METHOD OF ACCEPTANCE OR REJECTION245. DISPOSITION OF SURPLUS CONSUMABLE STORES256. EFFECT OF ACCEPTANCE25ARTICLE VII DELIVERY271. TIME AND PLACE272. WHEN AND HOW EFFECTED273. DOCUMENTS TO BE DELIVERED TO THE BUYER274. TITLE AND RISK295. REMOVAL OF VESSEL296. TENDER OF THE VESSEL29ARTICLE VIII DELAYS & EXTENSION OF TIME FOR DELIVERY301. CAUSE OF DELAY302. NOTICE OF DELAY303. RIGHT TO CANCEL FOR EXCESSIVE DELAY314. DEFINITION OF PERMISSIBLE DELAY31ARTICLE IX WARRANTY OF QUALITY321. GUARANTEE OF MATERIAL AND WORKMANSHIP322. NOTICE OF DEFECTS323. REMEDY OF DEFECTS324. EXTENT OF THE SELLERS LIABILITY335. GUARANTEE ENGINEER34ARTICLE X CANCELLATION , REJECTION AND RESCISSION BY THE BUYER36ARTICLE XI BUYERS DEFAULT371. DEFINITION OF DEFAULT372. NOTICE OF DEFAULT373. INTEREST AND CHARGE374. DEFAULT BEFORE DELIVERY OF THE VESSEL385. SALE OF THE VESSEL39ARTICLE XII INSURANCE411. EXTENT OF INSURANCE COVERAGE412. APPLICATION OF RECOVERED AMOUNT413. TERMINATION OF THE SELLERS OBLIGATION TO INSURE42ARTICLE XIII DISPUTES AND ARBITRATION431. PROCEEDINGS432. ALTERNATIVE ARBITRATION BY AGREEMENT433. NOTICE OF AWARD444. EXPENSES445. AWARD OF ARBITRATION446. ENTRY IN COURT447. ALTERATION OF DELIVERY TIME44ARTICLE XIV RIGHT OF ASSIGNMENT45ARTICLE XV TAXES AND DUTIES461. TAXES462. DUTIES46ARTICLE XVI PATENTS, TRADEMARKS AND COPYRIGHTS47ARTICLE XVII NOTICE48ARTICLE XVIII EFFECTIVE DATE OF CONTRACT50ARTICLE XIX INTERPRETATION511. LAW APPLICABLE512. DISCREPANCIES513. DEFINITION51EXHIBIT A : IRREVOCABLE LETTER OF GUARANTEE NO.53EXHIBIT B IRREVOCABLE LETTER OF GUARANTEE55FOR THE 2ND, 3RD, AND 4TH INSTALLMENTS55IIIDate: _th _, 200_ Shipbuilding Contract Hull No._SHIPBUILDING CONTRACTFORCONSTRUCTION OF ONE _ DEADWEIGHT _ (HULL NO. _)This CONTRACT, entered into this _ day of _ 2009 by and between _, a corporation organized and existing under the Laws of _, having its registered office at _ (hereinafter called the BUYER) on one part; and _, a corporation organized and existing under the Laws of _ (hereinafter called the SELLER ) on the other partWITNESSETHin consideration of the mutual covenants contained herein, the SELLER agrees to build, launch, equip and complete at the SELLERs Shipyard and to sell and deliver to the BUYER after completion and successful trial one (1) _ _ Vessel as more fully described in Article I hereof, to be registered under the flag of _ and the BUYER agrees to purchase and take delivery of the aforesaid VESSEL from the SELLER and to pay for the same in accordance with the terms and conditions hereinafter set forth.ARTICLE I DESCRIPTION AND CLASS1. DESCRIPTION: The VESSEL is a _ metric tons deadweight _, at designed draft moulded of _ meters (hereinafter called the VESSEL) of the class described below. The VESSEL shall have the SELLERs Hull No. _ and shall be constructed, equipped and completed in accordance with the following Specifications: (1) Specification (Drawing No. _) (2) General Arrangement (Drawing No. _) (3) Midship Section (Drawing No. _) (4) Makers list (Drawing No. _) attached hereto and signed by each of the parties to this Contract (hereinafter collectively called the Specifications), making an integral part hereof.2. CLASS AND RULESThe VESSEL, including its machinery and equipment, shall be constructed in accordance with the rules and regulations issued and having become effective up to and on the date of signing this Contract of _ (hereinafter called the Classification Society) and shall be distinguished in the record by the symbol of _ +_, _, _, _, _, _, _ and shall also comply with the rules and regulations as fully described in the Specifications. The requirements of the authorities as fully described in the Specifications including that of the Classification Society are to include additional rules or circulars thereof (as specified in the Specifications) issued and become effective up to and on the date of signing this Contract.The SELLER shall arrange with the Classification Society to assign a representative or representatives (hereinafter called the Classification Surveyor) to the SELLERs Shipyard for supervision of the construction of the VESSEL.All fees and charges incidental to Classification and to comply with the rules, regulations and requirements of this Contract as described in the Specifications issued up to the date of signing this Contract as well as royalties, if any, payable on account of the construction of the VESSEL shall be for the account of the SELLER, except as otherwise provided and agreed herein. The key plans, materials and workmanship entering into the construction of the VESSEL shall at all times be subject to inspections and tests in accordance with the rules and regulations of the Classification Society. Decisions of the Classification Society as to compliance or noncompliance with Classification rules and regulations shall be final and binding upon the parties hereto.3. PRINCIPAL PARTICULARS AND DIMENSIONS OF THE VESSEL (a) Hull:Length overall abt. _._mLength between perpendiculars _._m Breadth moulded _._m Depth moulded _._mDesign Draft moulded _._m (b) Propelling Machinery:The VESSEL shall be equipped, in accordance with the Specifications, with _ _ type Main Engine.4. GUARANTEED SPEEDThe SELLER guarantees that the trial speed, after correction, is to be not less than _ nautical miles per hour on the trial condition stipulated in the Specification.The trial speed shall be corrected for wind speed and shallow water effect. The correction method of the speed shall be as specified in the Specifications.5. GUARANTEED FUEL CONSUMPTIONThe SELLER guarantees that the fuel oil consumption of the Main Engine is not to exceed _._ grams/brake horse power/hour at normal continuous output at shop trial based on diesel fuel oil having a lower calorific value of _,_ kilocalories per kilogram. 6. GUARANTEED DEADWEIGHTThe SELLER guarantees that the VESSEL is to have a deadweight of not less than _,_ metric tons at the designed loaded draft moulded of _._ meters in sea water of 1.025 specific gravity.The term, Deadweight, as used in this Contract, shall be as defined in the Specifications. The actual deadweight of the VESSEL expressed in metric tons shall be based on calculations made by the SELLER and checked by the BUYER, and all measurements necessary for such calculations shall be performed in the presence of the BUYERs supervisor(s) or the party authorized by the BUYER. Should there be any dispute between the SELLER and the BUYER in such calculations and/or measurements, the decision of the Classification Society shall be final.7. SUBCONTRACTING:The SELLER may, at its sole discretion and responsibility, subcontract any portion of the construction work of the VESSEL to experienced subcontractors, but delivery and final assembly into the VESSEL of any such work subcontracted shall be at the SELLERs Shipyard. The SELLER shall remain responsible for such subcontracted work. 8. REGISTRATION: The vessel shall be registered by the BUYER at its own cost and expenses under the laws of _ at the time of delivery and acceptance thereof.ARTICLE II CONTRACT PRICE & TERMS OF PAYMENT1. CONTRACT PRICE: The purchase price of the VESSEL is United States Dollars _ (US$ _), net receivable by the SELLER (hereinafter called the Contract Price), which is exclusive of the cost for the BUYERs Supplies as provided in Article V hereof, and shall be subject to upward or downward adjustment, if any, as hereinafter set forth in this Contract.2. CURRENCY:Any and all payments by the BUYER to the SELLER under this Contract shall be made in United States Dollars.3. TERMS OF PAYMENT: The Contract Price shall be paid by the BUYER to the SELLER in instalments as follows: (a) 1st Instalment: The sum of United States Dollars _ _ (US$ _), representing _ percent (_%) of the Contract Price, shall become due and payable and be paid by the BUYER upon or before the date on which this Contract has become effective. (b) 2nd Instalment: The sum of United States Dollars _ _ (US$ _), representing _ percent (_%) of the Contract Price, shall become due and payable and be paid within three (3) New York business days after the cutting of the first steel plate of the VESSEL in the SELLERs workshop. The SELLER shall notify with a telefax or telex notice to the BUYER stating that the 1st steel plate has been cut in its workshop and demand for payment of this instalment. (c) 3rd Instalment: The sum of United States Dollars _ _ (US$ _), representing _ percent (_%) of the Contract Price, shall become due and payable and be paid within three (3) New York business days after keellaying of the first section of the VESSEL. The keellaying shall be notified by the SELLER with a telefax or telex notice to the BUYER stating that the said keellaying has been carried out. The SELLER shall send to the BUYER a telefax or telex demand for payment of this instalment. (d) 4th Instalment: The sum of United States Dollars _ _ (US$ _), representing _ percent (_%) of the Contract Price, shall become due and payable and be paid within three (3) New York business days after launching of the VESSEL. The launching of the VESSEL shall be notified by the SELLER with a telefax or telex notice to the BUYER stating that the launching of the VESSEL has been carried out. The SELLER shall send to the BUYER a telefax or telex demand for payment of this installment. (e) 5th Installment (Payment upon Delivery of the VESSEL):The sum of United States Dollars _ _ (US$ _), representing _ _ percent (_%) of the Contract Price, plus any increase or minus any decrease due to modifications and/or adjustments of the Contract Price in accordance with provisions of the relevant Articles hereof, shall become due and payable and be paid by the BUYER to the SELLER concurrently with delivery of the VESSEL. The SELLER shall send to the BUYER a telefax or telex demand for this installment ten (10) days prior to the scheduled date of delivery of the VESSEL.4. METHOD OF PAYMENT: (a) 1st Instalment:The BUYER shall remit the amount of this installment in accordance with Article II, Paragraph 3 (a) by telegraphic transfer to Bank of China, New York Branch, 410 Madison Avenue, New York, N.Y. 10017, U.S.A. as receiving bank nominated by the SELLER, for credit to the account of SELLER with Bank of China, Head Office, Banking Department, Beijing, the Peoples Republic of China with SWIFT advice from Bank of China, New York Branch to Bank of China, Head Office. (b) 2nd Instalment: The BUYER shall remit the amount of this installment in accordance with Article II, Paragraph 3(b) by telegraphic transfer to Bank of China, New York Branch, 410 Madison Avenue, New York, N.Y. 10017, U.S.A. as receiving bank nominated by the SELLER, for credit to the account of SELLER with Bank of China, Head Office, Banking Department, Beijing, the Peoples Republic of China with SWIFT advice from Bank of China, New York Branch to Bank of China, Head Office, or through other receiving bank to be nominated by the SELLER from time to time and such nomination shall be notified to the BUYER at least 10 days prior to the due date for payment. (c) 3rd Installment: The BUYER shall remit the amount of this installment in accordance with Article II, Paragraph 3(c) by telegraphic transfer to Bank of China, New York Branch, 410 Madison Avenue, New York, N.Y. 10017, U.S.A. as receiving bank nominated by the SELLER, for credit to the account of SELLER with Bank of China, Head Office, Banking Department, Beijing, the Peoples Republic of China with SWIFT advice from Bank of China, New York Branch to Bank of China, Head Office, or through other receiving bank to be nominated by the SELLER from time to time and such nomination shall be notified to the BUYER at least 10 days prior to the due date for payment. (d) 4th Installment: The BUYER shall remit the amount of this installment in accordance with Article II, Paragraph 3(d) by telegraphic transfer to Bank of China, New York Branch, 410 Madison Avenue, New York, N.Y. 10017, U.S.A. as receiving bank nominated by the SELLER, for credit to the account of SELLER with Bank of China, Head Office, Banking Department, Beijing, the Peoples Republic of China with SWIFT advice from Bank of China, New York Branch to Bank of China, Head Office, or through other receiving bank to be nominated by the SELLER from time to time and such nomination shall be notified to the BUYER at least 10 days prior to the due date for payment. (e) 5th Installment (Payable upon delivery of the VESSEL): The BUYER shall, at least five (5) New York business days prior to the scheduled date of delivery of the VESSEL, make an irrevocable cash deposit in the name of the BUYER with Bank of China, Head Office, Banking Department, Beijing, the Peoples Republic of China, for a period of thirty (30) days and covering the amount of this installment (as adjusted in accordance with the provisions of this Contract), with an irrevocable instruction that the said amount shall be released to the SELLER against presentation by the SELLER to the said Bank of China, Head Office, Banking Department, Beijing, the Peoples Republic of China, of a copy of the Protocol of Delivery and Acceptance signed by the BUYERs authorized representative and the SELLER. Interest, if any, accrued from such deposit, shall be for the benefit of the BUYER. If the delivery of the VESSEL is not effected on or before the expiry of the aforesaid 30 days deposit period, the BUYER shall have the right to withdraw the said deposit plus accrued interest upon the expiry date. However when the newly scheduled delivery date is notified to the BUYER by the SELLER, the BUYER shall make the cash deposit in accordance with the same terms and conditions as set out above. 5. PREPAYMENT: The BUYER shall have the right to make prepayment of any and all instalments before delivery of the VESSEL, by giving to the SELLER at least thirty (30) days prior written notice, without any price adjustment of the VESSEL for such prepayment.6. SECURITY FOR PAYMENT OF INSTALMENTS BEFORE DELIVERY: The BUYER shall, upon signing of this Contract, deliver to the SELLER an irrevocable and unconditional Letter of Guarantee (“Payment Guarantee”) in the form annexed hereto as Exhibit B in favour of the SELLER issued by a first class international bank (hereinafter called the Payment Guarantor) acceptable to Sellers bank and the SELLER. This guarantee shall secure the Buyers obligation for the payment of all 2nd, 3rd and 4th installments of the Contract Price.7. REFUNDS All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract is rescinded or canceled by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission or cancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. As security to the BUYER, the SELLER shall deliver to the BUYER, within ( ) days following the execution of this Contract, a Refund Guarantee to be issued by the Sellers bank in the Peoples Republic of China in the form as per Exhibit A annexed hereto. However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLERs obligation to repay the installment or installments paid by the BUYER and to the BUYERS right to demand payment from the Sellers bank, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Sellers bank shall withhold and defer payment until the arbitration award between the SELLER and the BUYER is published. The Sellers bank shall not be obligated to make any payment unless the arbitration award orders the SELLER to make repayment. If the SELLER fails to honour the award, then the Sellers bank shall refund to the extent the arbitration award orders.ARTICLE III ADJUSTMENT OF THE CONTRACT PRICEThe Contract Price of the VESSEL shall be subject to adjustments as hereinafter set forth. It is hereby understood by both parties that any reduction of the Contract Price is by way of liquidated damages and not by w
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