船舶建造合同版本之二中英文

船舶建造合同 (版本之二，1-5章 中英文) SHIPBUILDING CONTRACT本合同由依照法律组建和存在，并以为注册营业地的为一方（以下简称买方），和依照中华人民共和国法律组建并存在，以中国为注册营业地的船厂为另一方（以下简称卖方）于年月日订立。This CONTRACT, entered into this day of 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 Shipyard, a corporation organized and existing under the Laws of Peoples Republic of China, having its registered office at , the Peoples Republic of China (hereinafter called the Seller)兹证明WITNESSES鉴于本合同所含的双方的约定，卖方同意设计建造、下水、装配、完成一艘船，并在完工和试航成功后出售给买方，具体细节，将在第一条中说明。本船将悬挂旗，买方同意向卖方购买和接收前述船舶，并根据以下条款中所述金额付款。In 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.第一条说明和船级ARTICLE I DESCRIPTION AND CLASS1 说明1. DESCRIPTION:本船入级下述船级社，在设计吃水米时，载重量为公吨的船舶（以下简称本船），本船的卖方船号为，其建造、安装和完成应按下列技术规格书进行：The Vessel is a metric tons deadweight, at designed draft 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）技术规格书（图号：）Specification (Drawing No. )（2）总布置图（图号：）General Arrangement (Drawing No. )（3）舯剖面图（图号：）Midship Section (Drawing No. )（4）厂商表（图号：）Makers list (Drawing No. )上述随附技术文件由本合同双方签字（以下合称为说明书），并作为合同整体的一部分。Attached hereto and signed by each of the parties to the Contract (hereinafter collectively called the Specifications), making an integral part hereof.2 船级和规范CLASS AND RULES包括机器和设备在内的本船建造，应该按照船级社的规则和规范（以下简称船级社）获得标记记录并且符合说明书所规定的规则和规范。The Vessel, including its machinery and equipment, shall constructed in accordance with the rules and regulations (hereinafter called the Classification Society) and shall be distinguished in the record by the symbol of , , , , , and shall also comply with the rules are regulations as fully described in the Specifications.买方应和船级社商定指派一名或多名代表监造师（以下称监造师），在卖方的船厂对本船进行监造。The Seller shall arrange with the Classification Society assign a representative or representatives (hereinafter called the Classification Surveyor) to the Sellers Shipyard for supervision of the construction of the Vessel.所有和船级社有关的和为满足合同签字日前颁布的在本合同所要求的说明书中叙述的与规则、规范、要求所发生的费用，以及船舶建造的专利权使用费（如果有），除非另有规定及各方达成一致意见，否则均由卖方支付。为建造本船过程中所用的关键图纸、材料和工艺无论何时均需按照说明书叙述的船级社的规则和规范实施检查和实验。All fees and charges incidental to Classification and to comply with the rules, regulation and requirements of this Contract as described in the Specifications issued up to the date of 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 Vessel shall at all times be subject to inspections and tests in accordance with the rules and regulations of the Classification Society.船级社关于是否符合船级规范的决定是终局的，对双方均有约束力。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 本船主要技术参数和尺度PRINCIPAL PARTICULARS AND DIMENSIONS OF THE VESSEL（a） 船体：(a) Hull:总长：约 m Length overall abt: . m两柱间长： m Length between perpendiculars . m型宽： m Breadth . m型深： m Depth . m设计吃水： m Design Draft . m（b）推进装置 (b) Propelling Machinery本船按说明书应配备一台型主机。The Vessel shall be equipped, in accordance with the Specifications, with type Main Engine.4 保证航速4. GUARANTEED SPEED卖方保证按说明书要求本船的装载条件下的试航速度经修正后不低于节。The Seller guarantees that the trial speed, after correction, is to be not less than nautical miles per hour on the loaded condition stipulated in the Specification.试航速度应根据风速及浅水效进行修正。速度修正的方法应按说明书中的规定。The trial speed shall be corrected for wind speed and shallow water effect. The correction method of the speed shall be specified in the Specifications.5 保证燃油消耗5. GUARANTEED FULE CONSUMPTION卖方保证主机的燃油消耗在台架试验、正常连续输出工况以及燃油值为千卡/千克时，不超过克/马力。The Seller guarantees that the fuel oil consumptions 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 保证载重量6. GUARANTEED DEADWEIGHT卖方保证本船的载重量在满载吃水 m，海水比重1.025的情况下，不少于公吨。The Seller guarantees that the VESSEL is to have a deadweight of not less than, metric tons at the designed loaded draft of meters in sea water of 1.025 specific gravity.本合同使用的载重量一词，应符合说明书里的有关定义。The term, Deadweight, as used in this Contract, shall be as defined in the Specifications.本船的实际公吨载重量应由卖方计算并经买方校核，所有为此计算所需的测量应在买方监造师或买方授权者在场时进行。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.如果卖方和买方对此计算和/或测量有分歧，应以船级社的决定为准。Should there be any dispute between the Seller and the Buyer and the Buyer in such calculations and/ or measurements, the decision of the Classification Society shall final.7 分包7. SUBCONTRACT:卖方可以自行决定并负责将本船任何一部分的建造分包给经验丰富的分包商，但此类分包的提交和最后上船安装工作应在卖方的造船厂完成，卖方仍应对分包工作负责。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 注册8. REGISTRATION:本船应在交船及验收后，由买方根据法律注册登记，一切费用由其自理。The Vessel shall be registered by the Buyer at its own cost and expense under the laws of at the time of delivery and acceptance thereof.第二条合同价格和支付期限ARTICLE I CONTRACT PRICE & TREMS OF PAYMENT 1 合同价格1. CONTRACT PRICE:本船购买价格为万美元（USD ），由卖方净收得（以下称合同价格），不包括本合同第五条提及的买方供应品的费用，并将根据本合同有关条款，如有，作加减帐处理。The purchase price of the Vessel/7 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 币种2. CURRENCY:本合同中买方向卖方支付的任何费用均应以美元支付。Any and all payments by the Buyer to the Seller under this Contract shall be made in United States Dollars.3 支付期限3. TERMS OF PAYMENT:合同价格应由买方按以下分期款项向卖方支付：The Contract Price shall be paid by the Buyer to the Seller in installments as follows:（1）第一期款项(a) 1st Installment:数额为美元（USD ）作为合同价格百分之（ %），应在本合同生效时或之前并且卖方已向买方提交和本合同附件A相符的由北京中国银行出具的退款保函，并且卖方已收到本条第6款提及的由第一流国际银行签发的付款保函的同时由买方支付。The sum of United States Dollars (US $ ) , representing percent ( %) of the Contract Price, shall become due and payable and be paid by the Buyer concurrently with this contract being singed and provided that Seller shall have submitted to the Buyer the Refund Guarantee in the form annexed hereto as Exhibit A issued by Bank of China, Beijing, the Peoples Republic of China, and provided further that the Seller shall have received the first class international banks Letter of Guarantee in accordance with Paragraph 6 of this Article.（2）第二期款项(b) 2nd Installment:数额为美元（USD ）作为合同价格百分之（ %）的款项，应在本船在卖方船厂开工后三（3）个纽约工作日内由买方支付。卖方应用电传或传真连同买方认定的证书通知买方，说明本船已在卖方车间开工，要求立刻支付本期款项。The sum of United States Dollars (US $ ), representing percent ( %) of the Contract Price, shall become due and payable and be paid within three (3) bank business days after the cutting of the first steel plate of the Vessel in the Sellers workshop. The Seller shall notify with a telex or telefax notice to the Buyer stating that the 1st steel plate has been cut in its workshop and demand for payment of the installment as soon as the cutting of the steel is made.（3）第三期款项(c) 3rd Installment:数额为美元（USD ）作为合同价格百分之（ %）的款项，应在本船第一只分段铺龙骨后三（3）跟纽约工作日内由买方支付，卖方应用电传或传真连同授权者认定的证书通知买方第一只分段已铺龙骨，并要求买方立即支付本期款项。The sum of United States Dollars (US $ ), representing percent ( %) of the Contract Price, shall become due and payable and be paid with in three (3) bank business days after keel-laying of the first section of the Vessel. The keel-laying shall be notified by the Seller with a telex or telefax notice to the Buyer stating that the said keel-laying has been carried out. The Seller shall send to the Buyer a telex or telefax demand for payment of this installment as soon as the keel-laying is carried out.（4）第四期款项(d) 4th Installment:数额为美元（USD ）作为合同价格百分之（ %）的款项，应在本船下水后三（3）个纽约工作日内由买方支付。卖方应用电传或传真连同授权者认定的证书通知买方本船已下水，并要求买方在本船下水后立即支付本期款项。The sum of United States Dollars (US $ ), representing percent ( %) of the Contract Price, shall become due and payable and be paid within three (3) bank business days after launching of the Vessel. The launching of the Vessel shall be notified by the Seller with a telex or telefax notice to the Buyer stating that the launching of the Vessel has been carried out. The Seller shall send to the Buyer a telex or telefax demand for payment of this installment as soon as the Vessel is launched.（5）第五期款项(e) 5th Installment (Payment upon Delivery of the Vessel):数额为美元（USD ）作为合同价格百分之（ %）的款项加上根据本合同有关条款规定对本合同价格的修改或修正而导致的加减帐，应在交船日到期并由买方向卖方支付。卖方应在预定交船日十（10）天前用电传或传真向买方发出本期款项的付款要求。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 Article 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 telex or telefax demand for this installment ten (10) days prior to the scheduled date of delivery of the Vessel.4 支付方法4. METHOD OF PAYMENT（1）第一期款项(a) 1st Installment:根据第二条第三款（1）的规定，买方应以电汇的形式以美元汇付该期款项给由卖方指定的接收行。然后连同买方所要求的银行通知，转入卖方帐户，或其它由卖方临时指定的收汇行。The Buyer shall remit the amount of this installment in accordance with Article , Paragraph 3 (a) by telegraphic transfer to the receiving bank nominated by the Seller, for credit to the account of the Seller, or through other receiving bank nominated by the Seller.（2）第二期款项(b) 2nd Installment:根据第二条第三款（2）规定，买方应以电汇的形式以美元汇付该期款项给由卖方指定的接收行。然后连同买方所要求的银行通知，转入卖方的帐户，或汇付到卖方将指定的其它接收行，该类指定应至少在付款到期日前十（10）天通知买方。The Buyer shall remit the amount of this installment in accordance with Article , Paragraph 3 (a) by telegraphic transfer to the receiving bank nominated by the Seller, for credit to the account of the Seller, 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.（3）第三期款项(c) 3rd Installment:根据第二条第三款（3）的规定，买方应以电汇的形式以美元汇付该期款项给由卖方指定的接收行。然后连同买方所要求的银行通知，转入卖方的帐户，或汇付到卖方将指定的其它接收行，该类指定应至少在付款到期日前十（10）天通知买方。The Buyer shall remit the amount of this installment in accordance with Article , Paragraph 3 (a) by telegraphic transfer to the receiving bank nominated by the Seller, for credit to the account of the Seller, 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.（4）第四期款项(d) 4th Installment:根据第二条第三款（4）的规定，买方应以电汇的形式以美元汇付该期款项给由卖方指定的接收行。然后连同买方所要求的银行通知，转入卖方的帐户，或汇付到卖方将指定的其它接收行，该类指定应至少在付款到期日前十（10）天通知买方。The Buyer shall remit the amount of this installment in accordance with Article , Paragraph 3 (a) by telegraphic transfer to the receiving bank nominated by the Seller, for credit to the account of the Seller, 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.（5）第五期（交船时付款）(e) 5th Installment (Payable upon delivery of the Vessel):买方应在预定交船日至少三（3）个银行工作日之前，在卖方指定银行以买方名义存不可撤消的现金存款。有效期为三十天，数额为本期款项（按本合同条款，金额可能作调整）。同时出具一份不可撤消的指示，声明一旦卖方向该银行提交由买方凭买方授权代表和卖方签发的交船和接船协议书的副本，该存款归卖方所有。如有利息，归买方所有。The Buyer shall, at least three (3) bank business days prior to the scheduled date of delivery of the Vessel, make an irrevocable cash deposit in the name of the Buyer with the bank nominated by the Seller, 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 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.如果本船交船在上述三十天内没有实施，买方有权于到期日撤回该存款及利息。但是卖方通知买方新的交船日期后，买方应根据上述同样条件进行现金存款。If the delivery of the Vessel is not affected 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 new 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 预付款5. PREPAYMENT:买方有权在本船交船前支付任何预付款，并至少应于三十（30）天前，书面通知卖方预付款项，此预付款项不包括本船的任何价格调整。The Buyer shall have the right to make prepayment of any and all installments 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 交船前支付分期付款的担保6. SECURITY FOR PAYMENT OF INSTALLMENTS BEFORE DELIVERY:买方应在本合同签署时向卖方提交一份由第一流国际银行（以下称保证人）签发符合附件B格式的以卖方为受益人，并为卖方银行和卖方信可的不可撤消、无条件的执行保函，此保函保证买方履行支付合同价的第二、三和第四期款项的义务。The Buyer shall, concurrently when this Contract being signed, deliver to the Seller an irrevocable and unconditional Letter of Guarantee in the form annexed hereto as Exhibit B in favor of the Seller issued by a first class international bank (hereinafter called the Guarantor) acceptable to Bank of China 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 退款7. REFUNDS买方在本船交船前支付的所有款项都具有预付款性质。若买方解除或取消合同，并符合合同规定的解除及取消合同的条款时，卖方则需按买方指定的帐户电汇退还买方按本合同付给卖方的全部美元金额，其中包括从电汇付款日开始到退款为止的利息（利息根据有关条款的规定）。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, concurrently with this Contract being signed, a Refund Guarantee to be issued by the Bank of China, Head Office, Banking Department, Beijing, the Peoples Republic of China in the form as per Exhibit A annexed hereto.卖方应该在合同签订日同时向买方提交由中国北京中国银行总行银行部签发的与附件A格式一致的退款保函，作为对买方的保证。如果双方对卖方偿还买方已付的一期或数期款项的义务和对买方要求中国银行总行退款有所争议，应根据本合同第十三条所述，由卖方或买方提请仲裁。中国银行总行应停止或延迟付款，直至买卖双方间的仲裁裁决公布，除非按照英国法律仲裁裁决由卖方退款和按英国法律卖方已放弃或不在实施任何上述权时，中国银行总行没有义务付款。如果卖方不履行裁决或判决，则中国银行总行应付清仲裁裁决范围内规定的退款金额。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 Bank of China, Head Office, under its, guarantee, and such dispute is submitted either by the Seller or by the Buyer for arbitration in accordance with Article hereof or for appeal or appeals in accordance with the English laws, Bank of China shall withhold and defer payment until the arbitration award between the Seller and the Buyer is published. Bank of China shall not be obligated to make any payment unless the arbitration award orders the Seller to make repayment and any right of appeal available to the Seller under English laws is waived or is not exercised by the Seller in accordance with English laws. If the Seller fails to honor the award or judgment, then Bank of China shall refund to the extent the arbitration award (or any court judgment) orders.第三条合同价格的调整ARTICLE ADJUSTMENT OF THE CONTRACT PRICE本船的合同价格应随以下条款的规定而予以调整。双方理解，任何合同价格的减少，是由损失的补偿而非罚款的方式来实现的：The Contract Price of 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 way of penalty.1 交船1. DELIVERY（1）如果交船日期延迟至本合同第七条规定的交船日期后的第30天的午夜12时之前，合同价格不作变动。(a) No adjustment shall be made, and the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the Vessel beyond the Delivery Date as defined in Article hereof,（2）如果交船日期自第七条所述日期之后延迟超过30天，则从交船日起的第三十天午夜12时起算。每迟一天合同价格减少美元（USD ）。then, in such event, beginning at twelve oclock midnight of the thirtieth day after the date on which delivery is required under this Contract, the Contract Price of the Vessel shall be reduced by deducting there from the sum of United States Dollars (US $ ) per day.除非双方对此另有协定，对延迟交船损失的补偿应从第五期合同价格的分期款项中扣除。但不论如何，最大延迟天数不应超过（）天包括买方同意在延迟（）天后接船，如本条1（3）所述，即扣除的最大额为美元（USD ）。Unless the parties hereto agree otherwise, the total reduction in the Contract Price shall be deducted from the fifth installment of the Contract Price and in any event (including the event that the Buyer consents to take the Vessel at the later delivery date after the expiration of days delay of delivery as described in Paragraph 1 (c) of this Article) shall not be more than one hundred and ( ) days at the above specified rate of reduction after the thirty (30) days allowance, that is United States Dollars (US $ ) being the maximum.（3）如果按本合同第七条规定的交船日延迟了（）天（为允许延迟天数加上不允许延迟天数的总和），买方可自行选择，根据第十条所述，解除或撤消合同。如果超过（），买方还未按第十条款通知取消合同，卖方可在此（）天后任何时间，将卖方估计的交船时间书面通知买方并要求买方选择。在此情况下，买方在收到通知的三十（30）天内或者取消本合同，或者同意在商定的新交船日接船，双方理解并同意如果本船未能在双方同意的新交船期交船，买方仍有权根据上述相同条款取消本合同。(c) If the delay in the delivery of the Vessel continue for a period of ( ) days (being the total of non-permissible delays and permissible delays) after the Delivery Date as defined in Article , then in such event, the Buyer may, at its option, rescind or cancel this Contract in accordance with the provisions of Article X of this Contract. The Seller may at any time after the expiration of the aforementioned ( ) days, if the Buyer has not served notice of cancellation pursuant to Article X, notify the Buyer of the date upon which the Seller estimate the Vessel will be ready for delivery and demand in writing that the Buyer make an election, in which case the Buyer shall, within thirty (30) days after such demand is received by the Buyer, either notify the Seller of its decision to cancel this Contract, or consent to take delivery of the Vessel at an agreed future date, it being understood and agreed by the parties hereto that, if the Vessel is not delivered by such future date, the Buyer shall have the same right of cancellation upon the same terms, as hereinabove provided.（4）如果交船日期如第五、六、十一、十二和十三条所述而被延迟，则不应被视为延误