EXHIBIT 10.47
SHIPBUILDING CONTRACT
Between
SEABULK OFFSHORE TUG SUPPLY, INC.
And
LABROY SHIPBUILDING AND ENGINEERING PTE
LTD
For
HULL T 159
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LIST OF
CONTENTS
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Definitions
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Subject of the Contract
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Time of Delivery
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Price
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Payment
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Supervision
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Sea Trials and Acceptance of Vessel
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Builder’s Right to Rescind the
Contract
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Alterations to the Vessel
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Guarantee
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Delay in Delivery and Deficiencies
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Insurance and Property
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Law Applicable and Jurisdiction
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Miscellaneous
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Validity
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SHIPBUILDING
CONTRACT
for
CONSTRUCTION OF ONE
(1) 63 M ANCHOR
HANDLING TUG SUPPLY VESSEL
HULL NO. T 159
This CONTRACT , is entered into this 5 th Day
of May 2005 by and between
LABROY SHIPBUILDING AND ENGINEERING PTE LTD, a
corporation
organized and existing under the laws of Singapore having its
office at No. 1, Maritime
Square #11-23, Harbour Front Centre, Singapore 099253
(hereinafter called
the “Builder”)
on one part; and
SEABULK OFFSHORE TUG SUPPLY, INC.
a corporation organized and existing under the laws of Marshall
Islands. (hereinafter
called the “Owner”) on one part:
IT IS HEREBY AGREED AS FOLLOWS :
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Article 1
Definitions
In this Contract, the following terms shall have the meaning set
forth below:
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1.1
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“Contract” or “this
Contract” shall, unless the context otherwise requires, mean
this Contract together with any addenda to this Contract, which may
be mutually agreed between the Parties in writing.
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1.2 “Parties” shall mean the Builder and the
Owner.
1.3 “Builder” shall mean LABROY SHIPBUILDING AND
ENGINEERING PTE LTD.
“Owner” shall mean
SEABULK OFFSHORE TUG SUPPLY, INC.
1.4 “Classification Society” shall mean AMERICAN
BUREAU OF SHIPPING (ABS).
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1.5
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“Contract Price” shall mean Price
in Article 4 subject to adjustment in accordance with
Article 7, 9 and 11 of this Contract.
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1.6
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“Protocol of Delivery and
Acceptance” shall mean the Protocol to be executed by the
Builder and the Owner on delivery of the Vessel as referred to in
Article 3 and 7.
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1.7
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“Owner’s Furnished
Equipment” shall mean the items to be furnished by the Owner
as referred to in the Contract, and as per Exhibit
“E”.
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1.8
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“Sea Trials” shall have the
meaning set forth in Article 7 hereof.
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“Builder’s Bank” shall mean
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DBS Bank
6 Shenton Way
DBS Building, Tower One
Singapore 068809
A/c No: 001-053128-0
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for payments due to the Builder, or
any other first class bank based in Singapore nominated by the
Builder and approved by the Owner.
“Owner’s Bank”
shall mean:
Fortis Capital Corp.
Three Stamford Plaza
301 Tresser Blvd.
Stamford, Ct 06901-3239 USA
for payments due to the Owner, or
any other first class bank based in the United States nominated by
the Owner and approved by the Builder.
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1.10
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“Supervisors” shall mean the
person or persons duly authorised by the Owner to act as its
representative or representatives for construction supervision in
conformity with the stipulations of Article 6 hereof.
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1.11
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“Technical Specification” shall
mean Technical Specification prepared by Builder Naval Architect,
Ms Khiam Chuan Marine Pte. Ltd ref Project: KCM/Q441, signed by
both Parties and forming an integral part of the Contract.
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1.12
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“Makers List” shall mean the list
as attached to the Technical Specification and signed by both
Parties and forming an integral part of the Contract.
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1.13
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“Contract Documents” shall mean
documents and drawings as per Exhibit “A” signed by
both Parties and forming an integral part of the Contract.
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1.14
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”Working Days” shall mean days
upon which both Owner’s lender and banks in Singapore are
open for business.
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1.15 “Delivery Documents” shall mean the documents
referred to in Exhibit “B”.
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1.16
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“Effective Date” shall mean the
date when the Contract becomes effective pursuant to Article
15.
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1.17 “Vessel” shall mean the New building under Hull
No T159 as defined in the Contract.
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1.18
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“Delivery Date” shall mean the
date when the completed Vessel shall be delivered, i.e.
December 31, 2006, subject to modifications only in accordance
with this Contract. Effective Date shall be the date when the first
installment of 10% is paid to the Builder.
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4
Article 2
Subject of the Contract
2.1 Object of the Contract
In consideration of the mutual
covenants contained herein the Builder agrees to build, equip,
launch and complete the Vessel at the Builder’s wholly owned
Shipyard known as PT Nanindah Mutiara Shipyard in Batam and to
deliver the Vessel to the Owner after successful sea trials and
completion of delivery formalities in accordance with
Article 7 hereof. The Vessel shall be built according to the
Contract Documents. The Contract Documents will form integral parts
of this Contract.
The Vessel shall be delivered to the
Owner free of any liens, charges, claims, mortgages or other
encumbrances whatsoever. The Owner agrees to purchase, pay for,
accept and take delivery of the Vessel once completed in accordance
with this Contract.
2.2 Precedence of Contract Documents
In the event of a conflict between
the documents set out below the following order of precedence shall
govern:
1) Contract
2) Technical Specification
3) General Arrangement
4) Makers List
2.3 Manner of Construction
Design, materials and workmanship
will be in accordance with the Rules and Regulations of the
Classification Society as per paragraph 2.10, laws, rules,
regulations and enactment as per paragraph 2.11 and according to
first class shipbuilding practice and the Technical Specification.
All works and installations not precisely specified in the
aforementioned documents shall be executed to internationally
recognized shipbuilding practice.
The Owner shall furnish to the
Vessel such items as are set out in the list of Owner’s
Furnished Equipment attached hereto as Exhibit “E” and
otherwise as may be mutually agreed in writing between the
Parties.
2.4 Main Dimensions
The Vessel shall have the dimensions
and characteristics stated in the Technical Specification and in
the General Arrangement, including the following main
particulars:
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- length over all
- length between perpendiculars
- breadth moulded
- depth moulded
- draft design
- Gross tonnage
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abt
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63.00m
55.80m
15.00m
6.10m
5.00m
1,600 tonnes
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- Deadweight abt 1,650 tonnes at
5.00m
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- Bollard Pullahead
- Free running speed, ahead
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minimum80 tonnes
14.50 knots at 4.50m draft
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Propelling Machinery
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The Vessel shall be propelled by 2
units of four stroke diesel engine, each coupled to a C.P.Propeller
in Kort nozzle
The main engines plant shall operate
using MDO.
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Fuel Consumption
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The specific fuel consumption of the main
engine, when operating
on, using corrected to a lower (net calorific value of 42,707
KJ
/ kg in accordance with I.S.O. — 3046/I ambient conditions
and
without attached pumps shall not exceed : 185gm/kWh with 5%
tolerance.
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Speed
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The Vessel’s speed on even
keel, at a draft of abt. 4.50 in sea water on trial conditions,
deep water (7 — 8 times the draught), no current, with clean
hull and with the wind not exceeding the force of 2 Bft and sea not
exceeding 2 Bft to be 14.5 knots at 100% MCR.
The speed will be verified on
seatrials.
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Bollard Pull.
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The Vessel’s bollard pull during sea
trail at 100% MCR must be:
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Ahead:
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80 tonnes minimum.
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Bollard Pull to be verified in
accordance with relevant section of the Technical
Specifications
2.9 Classification
The Vessel shall be designed,
equipped and built under the survey and according to be the Rules
of American Bureau of Shipping to achieve on delivery the
Class Notation: ABS +A1, Combination Tug & Support Fire
Fighting Vessel Class 1 (E), +AMS, +ACCU, +DPS-1.
And designed and built in accordance
with internationally recognized shipbuilding standards for new
vessels of the type and general characteristics of the Vessel.
2.10 Rules and Regulations
(i) The Vessel shall correspond
on delivery to the Technical Specification.
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(ii)
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The Vessel shall be built, equipped and
certified complying with all the applicable laws, regulations,
rules according to Article 2.9 hereof and international
conventions of the Marshall Island flag of registry and
requirements of the regulatory bodies in force at the date of
signature of this Contract.
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2.11 Certificates
At the time of the Vessel’s
delivery to the Owner pursuant to Article 3.1 hereof
respective ABS certificates ( the “ Certificates” ) or
preliminary certificates based on the laws, rules, regulations, and
enactment mentioned in Article 2.10 and 2.11 hereof, section
105.4 of the Technical Specifications and issued by Classification
Society, and applicable authorities and Builder, will be supplied
by the Builder to the Owner as per the Technical Specification.
Fees for obtaining these
Certificates will be borne by the Builder. Other certificates
required for the Vessel’s registration under Marshall Island
flag shall be procured and paid for by the Owner with the exception
of the Tonnage Measurement Certificate, which shall be for the
Builder’s account. Certificates for Owner’s Furnished
Equipment shall be procured and paid for by the Owner.
2.12 Inventories and Delivery Documentation
On or before delivery of the Vessel
to the Owner the following will be supplied by the Builder:
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a)
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Inventory as described in the Technical
Specification which will be stored on board as provided for in the
Vessel.
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b) The Delivery Documents according
to Exhibit “B” of this Contract.
2.13 Registration
The Vessel shall be registered by
the Owner at its own cost and expense at the time of its delivery
and acceptance subject to the provision of the Certificates
specified in Article 2.12.
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Article 3
Time of Delivery
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3.1
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The Builder shall deliver the Vessel to the
Owner afloat at a safe berth at Builder’s shipyard on the
Delivery Date, i.e. December 31, 2006, or 20 months after
the date of this Contract as set forth on page one, which ever is
later, subject to modifications and permissible extensions as
provided for in the Contract. The Builder shall give to the Owner
written notice notifying when the Vessel will be ready for delivery
approximately 21 (twenty-one) days before the anticipated Delivery
Date. The Builder shall also give to the Owner written confirmation
7 (seven) days before the definite Delivery Date.
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The Vessel shall be delivered clean,
paint work touched up, with all Builder’s equipment removed
to customary good practice, and the Vessel to be fit for immediate
commercial operation.
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3.2
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The agreed Delivery Date is subject to force
majeure reservations, mentioned in Article 11.1. Force majeure
shall be regarded as occurring if the delivery, after the Contract
has been signed the Builder is prevented or delayed by
extraordinary circumstances or events which the Builder could not
reasonably have anticipated by exercising utmost due diligence when
signing the Contract, e.g. such as but not limited to unforeseeable
events within or outside the Builder’s shipyard as war or
warlike conditions, embargoes, mobilizations, strikes or lockouts,
natural catastrophes, fire or other extraordinary events, beyond
the control of the Builder and not which are caused by the
Builder’s fault, error, omission, negligence or imprudence.
Force majeure shall moreover be regarded as occurring if the
delivery is prevented or delayed by late deliveries of major parts
(always provided, however, that these services and deliveries have
been ordered by the Builder in a timely manner with due
consideration that delay would be force majeure under this Article
if it had affected the Builder’s obligations). This provision
shall not affect the Builder’s obligation to exercise due
diligence in avoiding or minimizing delays.
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In force majeure circumstances the
Builder may require an extension of delivery time by as many
working days as the Builder proves that the delivery has been
delayed on account of such circumstances. The Builder is obliged to
do his utmost to avoid or minimize the delay. If circumstances
occur which in the Builder’s reasonable opinion may entail
delay, the Builder shall as soon as possible, but at the latest,
within 7 days of the commencement of the event of force
majeure notify the Owner thereof in writing and submit documents of
evidence.
The Builder shall also whenever
possible, indicate the probable duration of the delay. If written
notice is not given within the above period, force majeure may not
subsequently be invoked.
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3.3
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As soon as possible, but in any event within
7 days from the date of commencement of any delay on account
of which the Builder claims that it is entitled under
Article 3.2 hereof to an extension of time of delivery of the
Vessel the Builder shall give notice to the Owner of the date such
delay commenced, the reasons thereof and an estimate of the
duration thereof. Similarly, as soon as possible, but in any event
within 7 days after such delay expires, the Builder shall give
notice to the Owner of the date such delay expired and shall
specify the period of the time by which in his judgement the time
for delivery of the Vessel should be extended. In the event of a
dispute on the said period it may be referred to arbitration in
accordance to Article 13.
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3.4
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The delivery of the Vessel shall be understood
as effected upon signing the Protocol of Delivery and Acceptance as
per Exhibit F on behalf of the Builder and the Owner and a
Protocol of Delivery and Acceptance from the Owner’s lender
if required. The Builder shall prepare or cause the preparation of
and furnish to the Owner on delivery of the Vessel the documents
referred to in Exhibit “B” attached hereto.
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Article 4
Price
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4.1
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The Contract Price of the Vessel is United
States Dollars: Ten million nine hundred and seventeen thousand
only (US$10,917,000/-)
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4.2
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The Contract Price is fixed, i.e., not subject
to any adjustment including but not limited to any rise or fall in
rates of wages, cost of equipment or materials or currencies, save
that it is subject only to adjustments as provided in Articles 7, 9
and 11 hereof.
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4.3
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All costs and fees, including taxes concerning
payment imposed by authorities outside the Builder’s country,
incurred or imposed by reason of the transfer of funds to the
Builder referred to in paragraphs (a) to (c) of
Article 5.2 hereof shall borne by the Owner provided that the
corresponding costs and fees imposed within the Builder’s
country shall be borne by the Builder.
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Article 5
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5.1
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Payment Installments
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Payment of the Contract Price shall be made by
the Owner to the Builder by
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Three (3) installments as follows:
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1st
installment (10%) equal to US$1,091,700/- on 5 July 2005.
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2nd
installment (5%) equal to US$545,850/- on 30 September 2005.
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3rd
installment (85%) equal to US$9,279,450/- upon Delivery of
Vessel
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Payment Procedures
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The Owner shall pay the Builder the
aforesaid installment upon presentation of the following documents
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(a)
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in respect of the First Installment on 5
July 2005 provided the Invoice has been presented at least
fifteen (15) banking days, prior to such date.
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(b)
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in respect of the Second Installment on 30
September 2005 provided the Invoice has been presented at
least fifteen (15) banking days, prior to such date.
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(c)
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in respect of the Third Installment, upon
presentation of Protocol of Delivery and Acceptance of Vessel
Signed by both the Owner and the Builder.
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5.3 Payment For Modification
The sums due for modifications under
Article 9 of this Contract shall be paid as follow :
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(a)
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100% of such sum for modifications agreed upon
under Article 9 when the statement of the adjustment of price
is made by the Builder and accepted by the Owner shall be settled
together with the final payment at the Delivery Date.
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5.4 Security to be Provided by Builder
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(a)
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As security for the obligation to refund
installments made by Owner due to delays or deficiencies of the
Vessel as set out in Article 11 or due to default under this
Contract by Builder, Builder shall deliver to Owner a bank
guarantee(s), in a form and with a first class bank reasonably
acceptable to Owner, in amounts sufficient to cover each payment
installment made under Articles 5.1 and 5.2. Builder may provide a
series of bank guarantees covering the amounts of each installment,
concurrent with and effective upon the payment of each such
installment.
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(b)
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Notwithstanding the installment payment
requirements set forth in Articles 5.1 and 5.2, no such installment
shall be due unless and until the bank guarantee is delivered to
Owner covering such installment as provided for in this
Article 5.4.
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(c)
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Bank guarantee(s) shall be valid up until the
delivery of the vessel to the Owner and shall be assignable to
Owner’s lender.
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Article 6
Supervision
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6.1
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Until delivery of the Vessel, the Owner shall
be entitled to have permanent Supervisors present at the
Builder’s shipyard in order to supervise the building of the
Vessel in accordance with the Contract and the Contract Documents
and to give in writing to the personnel appointed by the Builder
reasonable remarks concerning any deficiency or defect in the
building or testing of the Vessel. Upon receipt of such remarks the
Builder shall correct such deficiencies or defects. However, if in
the opinion of the Builder and supported by the Classification
Society the remark does not concern any deficiency or defect in
terms of this Contract, a written statement of the Builder will be
forwarded to the Owner specifying the Builder’s reasons. If
the parties cannot reach agreement, the dispute will be submitted
to arbitration under Article 13.
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6.2
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The Owner shall be entitled to employ
consultants to supervise from time to time with regard to the
supervision as provided under this Article.
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6.3
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The Supervisors shall have the right to
participate in any inspection, tests and trials including the Sea
Trials, carried out by the Builder, the Builder’s
subcontractors and/or the Classification Society. In the event of
failure of the Supervisor to be present at any inspections, tests
and trials after reasonable written notice to them of the time and
place of such inspections, test and trials (such notice to be given
within the period agreed upon between the Supervisor and the
Builder, which will permit the Supervisors to be present; at a
minimum this period will be 1 day in advance for test and
trial at the Builder’s shipyard, Sea Trials in accordance
with Article 6.1 hereof, and five (5) working days for
test and trial conducted at any location other then the Builders
shipyard) such inspections, test and trials shall be performed as
if the Supervisor were present and the respective test shall not be
repeated due to the absence of the Supervisor.
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6.4
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The Builder shall free of charge arrange for
the Supervisors use of such office space and other reasonable
facilities for the Supervisors located at the Builder’s
shipyard or its close proximity as are necessary to enable the
Supervisors to carry on their duties. The office space will be
equipped with office furniture, high speed internet access and at
lease two telephones with separate lines. The Owner shall be
entitled to use of a separate facsimile machine for its own use and
equipment to access the internet. The Builder shall assist the
Owner in the installation of same. Costs of telephone, telefax and
email will be borne by the Owner.
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The Supervisors shall have free
access during any working hours to the Vessel and any other place
in the Builder’s Shipyard where work is being done or
material for the Vessel is being produced or stored in connection
with the construction of Vessel by Builder.
As far as possible the Builder will
arrange for the Supervisors to have access to materials and
equipment in the manufacturer’s and subcontractor’s
premises as detailed below:
Main engine(s)
Generator sets
Gearbox & CP Propeller(s)
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6.5
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The Supervisors shall properly and reasonably
execute their function but shall not interfere with normal
practices of the Builder’s shipyard.
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6.6
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The procedure of approval of technical
drawings is as follows. Approval of plans shall not affect
Owner’s or Builder’s rights and obligations under this
Contract.
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(a)
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The Builder shall submit to the Owner four
(4) copies of each of the plans and drawings, including
revised plans, to be submitted to the Owner for its approval at its
address as set forth in Article 14.6 hereof. The Owner shall,
within ten (10) working days after receipt thereof, return to the
Builder the approval or comments, if any, of the Owner. A list of
the plans and drawings to be so submitted to the Owner shall be
mutually agreed upon between the parties hereto.
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(b)
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In the event that the Owner or the
Owner’s Representative shall fail to return the plans and
drawings to the Builder within the time limit as hereinabove
provided, such plans and drawings shall be deemed to have been
automatically approved without any comment. In the event the plans
and drawings submitted by the Builder to the Owner or the
Owner’s Representative in accordance with this Article do not
meet with the Owner’s or the Owner’s
Representative’s approval, the matter may be submitted by
either party hereto for determination pursuant to Article 13
hereof. If the Owner’s comments on the plans and drawings
that are returned to the Builder by the Owner within the said time
limit are not clearly specified or detailed, the Builder shall
promptly request, in writing, clarification from Owner or
Owner’s Representative. If such clarification does not reach
the Builder from the Owner within 5 working days of the
Owner’s receipt of such request, the Builder shall be
entitled to place its own reasonable interpretation on such
comments in implementing them.
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(c)
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The Builder shall not submit or have submitted
drawings that are pending Owner’s approval or comments, if
any, in excess of ten (10) drawings. If the Builder submits
more then ten (10) drawings, the Owner can request additional
time for forwarding of the Owner’s approval or comments, if
any, for the specific drawings in addition to the ten
(10) working days stipulated above. The Owners request for
additional time will be specific as to drawing and number, of
additional days. Builder will not unreasonably withhold approval of
Owners request for additional time for the Owner to forward
approval and comments, if any. Drawings that the Owner has
requested additional time will not be considered automatically
approved until after the additional time has passed.
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(d)
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If the Builder thinks that any of the
Owner’s comments require an Alteration to the Vessel as
provided for in Article 9 hereof, the Builder will notify the
Owner in writing. The Builder will respond, in writing, to each of
the Owner’s comments.
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6.7
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The Owner shall inform the Builder in writing
of the names and titles of the Owner’s Supervisors and of the
extent of the Supervisors’ authorization to undertake
decisions on behalf of the Owner. The Owner shall have the right to
send a skeleton crew to the Builder’s shipyard for the
purpose of becoming familiar with the equipment of the Vessel, ship
schemes and systems. During the sea trials, Owner’s skeleton
crew may be on board the Vessel but will neither take any active
part in the sea trials nor interfere with the management of the
Vessel by the Builder’s crew.
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6.8
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(a) The Builder shall indemnify the Owner
against any action, claim or proceedings, and any costs or expenses
incurred thereby, brought against the Owner or any of the
Owner’s servants or agents by any of the Builder’s
employees in connection with or rising from this Contract provided
always that such action, claim or proceedings is not occasioned by
the gross negligence or willful act or omission of the Owner or any
of the Owner’s servants or agents.
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(b)
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The Owner shall indemnify the Builder against
any action, claim or proceedings and any costs or expenses incurred
thereby brought against the Builder or any of its servants or
agents by the Owner’s employees or representative(s) in
connection with or arising from this Contract, provided always that
such an action, claim or proceedings is not occasioned by the gross
negligence or willful act or omission of any of the Builder’s
servants or agents.
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6.9
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The Builder shall have no responsibility for
salaries and expenses or the Supervisors and skeleton crew of the
Owner or any other person employed by the Owner for the purpose set
forth in this Article 6.
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6.10
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The activity of the Supervisors in the
shipyard shall not in any way diminish the Builder’s
obligations under this Contract and not delay the construction and
delivery of the Vessel.
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8
Article 7
Sea Trials and Acceptance of Vessel
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7.1
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The Sea Trials shall be carried out before the
Vessel’s Delivery. The Builder shall give the Owner written
notice approximately four weeks before anticipated Sea Trials. The
Builder shall also give written confirmation of the actual
commencement date of the Sea Trials seven (7) days prior
thereto. The Sea Trials shall be performed in the presence of the
Owner’s Sea Trials Committee (the name of whose members shall
be provided to the Builder in writing) and the Classification
Society’s representatives. In the event of the failure of the
Owner’s Sea Trial Representative to be present at the Sea
Trials after due notice has been given to the Owner as provided
above, the Builder may conduct the Sea Trials despite the absence
of the Owner’s Sea Trial Committee. In such case, the result
of the Sea Trials executed by the Builder and confirmed by the
Classification Society’s representatives shall signify
successful completion of the Sea Trials. This does not apply if by
reasons beyond the Owner’s control the Owner is prevented to
send a Committee. In such case the Sea Trials shall be reas
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