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MEMORANDUM OF AGREEMENT FOR THE SALE AND PURCHASE OF SHIPS

Purchase and Sale Agreement

MEMORANDUM OF AGREEMENT FOR THE SALE AND PURCHASE OF SHIPS | Document Parties: Crusader Vessel Limited Partnership | Bulk Crusader Inc. You are currently viewing:
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Crusader Vessel Limited Partnership | Bulk Crusader Inc.

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Title: MEMORANDUM OF AGREEMENT FOR THE SALE AND PURCHASE OF SHIPS
Governing Law: New York     Date: 1/18/2007

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Exhibit 10.1

 

 

MEMORANDUM OF AGREEMENT

 

 

Dated: 27th November 2006

Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.

Code-name

SALEFORM 1993

Revised 1966, 1983 and 1986/87.

 

"Crusader Vessel Limited Partnership" hereinafter called the Sellers, have agreed to sell, and "Bulk Crusader Inc." - B.V.I.

hereinafter called the Buyers, have agreed to buy

 

Name: M/V "CRUSADER"

Classification Society/Class: Lloyd's Register of Shipping

Built:   1982

By:   Ishikawajima Aioi, Japan

Flag:  Panamanian

  Place of Registration:  Panama

Call Sign:  HPHN

  Grt/Nrt:  22,091/12,213

Register Number:  8105739

 

hereinafter called the Vessel, on the following terms and conditions:

 

Definitions

 

"Banking days" are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8 .

 

"In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telex, telefax or other modern form of written communication.

 

"Classification Society" or "Class" means the Society referred to in line 4 .

 

1.

Purchase Price USD 7,800,000 (United States Dollars Seven Million Eight Hundred Thousand only) in cash.

 

2.

Deposit

 

As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10% (ten per cent) of the Purchase Price within 3 banking days from the date of this Agreement   the signing of the Memorandum of Agreement by both parties by telefax or e-mail. This deposit shall be placed with Comerica Bank, Two Embarcadero Center 300, San Francisco CA 9411 and held under by them in a joint account of for the Sellers and the Buyers, in the bank designated by the Sellers, and shall to be released to the Sellers' nominated account, in accordance with joint written instructions of the Sellers and the Buyers, as a part of the purchase price upon delivery of the vessel.. Interest earned on the deposit, if any, to be credited to the Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the Buyers.

 

 

1


 

 

3.

Payment

 

The balance of the said Purchase Price shall be paid in full free of bank charges to : ,Comerica Bank Two Embarcadero Center 300, San Francisco CA 9411, ABA: 121137522, Credit: PLM International, Inc., Acct: 1891533166, Swift Code: MNBDUS33, against and upon presentation of the original or fax copy of the protocol of on delivery and acceptance of the Vessel, duly signed by the Sellers' and the Buyers' authorized representatives, but not later than 3 banking days after the Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of this Agreement and Notice of Readiness has been given in accordance with   Clause 5 .  

 

 

This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers' Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association assume no responsibility for any toss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

 

4.

Inspections 

 

a)*

The Buyers have inspected and accepted the Vessel's classification records. The Buyers have also inspected the Vessel at/in                  on                        and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.  

 

b)*

The Buyers shall have the right to inspect the Vessel's classification records and declare whether same are accepted or not within                     

The Sellers shall provide for inspection of the Vessel at/in                      

The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred. The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. During the inspection, the Vessel's deck and engine log books shall be made available for examination by the Buyers. If the Vessel is accepted after such inspection, the sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided the Sellers receive written notice of acceptance from the Buyers within 72 hours after completion of such inspection.

Should notice of acceptance of the Vessel's classification records and of the Vessel not be received by the Sellers as aforesaid, the deposit together with interest earned shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.  

 

*             4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4a) to apply.  

 

5.

Notices, time and place of delivery 

 

a)

The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with approximately 21, 14, 7, and 3 days notice prior of the estimated deliver date time of arrival at the intended place, and 1 day definite notice of delivery date and place shall be made. of drydocking/underwater inspection/delivery. When the Vessel is at the place of delivery and in every respect physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.  

 

 

2


 

 

b)

The Vessel shall be delivered in the drydock in Turkey if Buyers elect to carry out additions works otherwise alongside or and taken over safely afloat at a safe and accessible berth or Anchorage -at/in  in the Sellers' option-,upon completion of drydocking works. 

 

Expected time of delivery: 1 st  January 2007 - 31 st January 2007 in Sellers' option. 

 

Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14 ): 28 th February in Buyers' option. 

 

c)

If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 48 hours 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 48 hours 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61.  

 

If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in Clauses 5 a) and 5c) shall remain unaltered and in full force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling date.  

 

d)

Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void.

 

 

This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers' Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association assume no responsibility for any toss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

 

6.

Drydocking/Divers Inspection 

 

The vessel will drydock in Turkey just prior to delivery of the vessel to Buyers where she will pass special survey and drydock survey in line with V.Ships specification which will be attached to the Memorandum of Agreement ( as Appendix I). 

 

If Buyers elect not to carry out any works in drydock after Sellers have completed their works, then Sellers will tender Notice of Readiness and deliver the vessel to the Buyers in the dry-dock. Buyers will be responsible for any extra costs/expenses that arise from their works carried out in drydock. If Buyers elect no to carry out any works then the Sellers will undock the vessel and will tender Notice of Readiness and deliver the vessel to the Buyers alongside or at a safe anchorage. 

 

3


 

 

Cost of docking/undocking shall be in all cases for Sellers' account. 

 

a)**

The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel's underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society's rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, such defects shall be made good at theSellers' expense to the satisfaction of the Classification Society without condition/recommendation*.  

 

b)**

(i) The Vessel is to be delivered without drydocking. However, the Buyers shall have the right at their expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their cost make the Vessel available for such inspection. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the port of delivery are unsuitable for such inspection, the Sellers shall make the Vessel available at a suitable alternative place near to the delivery port 

 

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

 

(iii)    If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5 b). Once drvdocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the purpose of this Clause, become the new port of delivery. In such event the cancelling date provided for in Clause 5 b)) shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of 14 running days.

 

c)

If the Vessel is drvdocked pursuant to Clause 6 a) or 6 b) above  

 

(i)     the Classification Society may require survey of the tailshaft system, the extent of   the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the right to require the tailshaft to be drawn and surveyed by the Classific


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