DrafofSandardConracforresale转卖标准合同草稿英文版.doc

Sellers thanks for Buyers last offer. We are pleased to send Sellers counter with our standard terms in full for Buyers review and reply latest until 18:00 hrs _ July, _ KST on accept/except basis as follows; _Dwt vessel Resale VESSEL Name : Flag : Construction Date/Place : Class : SELLERS: BUYERS: _ or its guaranteed nominee 1. Purchase Price USD _ (United States _ Only) in cash. 2. Deposit As security for the correct fulfillment of this Agreement the BUYERS shall remit a deposit of ten (10) percent of the Purchase Price within 3 (Three) banking days (Saturdays, Sundays, and Public Holiday in Korea, China and United States of America excluded) after (1) this Agreement is mutually signed via facsimile or e-mail, including the date of the mutual signing (2) Sellers subject lifted, and (3) Joint account setup by the Sellers and Buyers. This deposit shall be placed with SELLERS nominated bank and held by them in a joint account for the SELLERS and the BUYERS, to be released in accordance with joint written instructions of the SELLERS and the BUYERS. Interest, if any, to be credited to the BUYERS. Any fee charged for holding and lifting the said deposit shall be borne equally by the SELLERS and the BUYERS. 3. PaymentThe BUYERS shall remit ninety (90) percent of the Purchase Price together with extra payment for rob bunkers and lubricating oils and any other possible amounts by telegraphic transfer to the said bank in the name of the BUYERS not later than 2 (two) banking days prior to SELLERS expected date of readiness for Delivery to the BUYERS. This balance shall be paid out to the SELLERS together with the said ten (10) percent deposit against the Protocol of Delivery and Acceptance duly signed by the authorized representatives from both the SELLERS and the BUYERS. 4. InspectionsThis offer is subject to the Buyers inspection of the vessel which to be lifted within _ July, _. OrThe Buyers have inspected the Vessel at/in _ on _ June _ and have accepted the Vessel. Therefore, this deal is outright and definite subject only to the terms and conditions of this agreement. 5. Notices, time and place of Delivery a) The SELLERS shall keep the BUYERS well informed of the Vessels itinerary and shall provide the BUYERS with 14/7/5 and 3 days approximate notice of the estimated time of Delivery at the intended place of Delivery. The SELLERS shall provide the BUYERS with 1 (one) day definite notice of Delivery/place. 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 via facsimile or e-mail. b) The Vessel shall be delivered and taken over charter and cargo free, safely afloat at one accessible berth or anchorage in _ between _ _ in the SELLERS option. Date of cancelling: Lay can to be discussed later but basically delivery is available within 1 month after signing the contract. 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 NSF 1993 Clause 14 within 2 (two) 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 2(two) 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 Clause 5 b) herein. If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in Clauses 5 a) and 5 c) 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 NSF 1993 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. 6. Drydocking/Divers Inspection The Vessel is to be delivered without drydocking, however, prior to Delivery of the Vessel, the BUYERS shall have the option to arrange inspection at Delivery port, limitedly of the Vessels below the summer loadline by the divers approved by the Vessels current Classification Society, with the Classification Society surveyor in attendance, by declaring their intention upon receipt of 14 days notice stipulated in Clause 5 herein. The BUYERS shall arrange the divers, whereas the SELLERS shall arrange the surveyor. Both the SELLERS and the BUYERS representatives have the right to attend with Class surveyor during the underwater inspection, which shall be done in a manner acceptable to the Class and without interference to the Shipbuilding work and Class surveyors judgment. All fees for underwater inspection including the cost of the Class surveyor shall be for the BUYERS account in case no Class recommendation is imposed on the underwater parts. In case Class recommendation(s) is(are) imposed, all fees for underwater inspection shall be for the SELLERS account. In case recommendation(s) is(are) imposed, both parties shall follow the solution either A) or B) herebelow, depending on the degree of the recommendation(s). A) In case the Class imposes recommendation that does not require drydocking before next drydocking due, the SELLERS shall pay to the BUYERS the estimated cost to repair such damage based on the average of the two quotations obtained from reputable repair yards (one appointed by the BUYERS and another appointed by the SELLERS) as close as reasonable to the place of Delivery, which shall reflect only the direct cost to repair such damage to Class satisfaction, and not to include any docking(dockage) and general services charges. Class recommendation of this degree shall not affect the SELLERS tendering of Notice of Readiness for Delivery. The SELLERS shall have the option to pay the agreed amount to the BUYERS as soon as possible after Delivery, however, SELLERS shall issue their letter of undertaking in the style acceptable to the BUYERS. Once settled in cash, the SELLERS shall be discharged from any claim whatsoever by the BUYERS in connection with the underwater damage. B) In case the Class recommendation requires the Vessel to be drydocked before next drydocking due, the SELLERS shall withdraw the Notice of Readiness then place the Vessel in a nearest available drydock at their expense and choice prior to Delivery of the Vessel to the BUYERS and repair only the damage upto Class satisfaction. The SELLERS have the option to deliver the Vessel at the dockyard in spite of Clause 5 herein. The cancelling date shall be properly extended, taking into account the time required to find a proper dockyard, the time needed for extra steaming to the dockyard and the time needed for repair in the dockyard. The BUYERS have the right to attend the Vessel at the drydock. The BUYERS also have the right to clean/paint and carry out other works while the Vessel is in drydock at the BUYERS risk and expense without interference to the SELLERS works/Delivery schedule. The SELLERS shall re-tender the Notice of Readiness for Delivery on completion of the repair with Class confirmation even if the BUYERS works are not completed. Once the SELLERS re-tender the Notice of Readiness, Clause 5 herein shall be applied. Costs for docking/undocking shall be for the SELLERS account, however, any extra time spent in drydock after valid Notice of Readiness for Delivery tendered by the SELLERS shall be for the BUYERS account. 7. Spares and bunkers The SELLERS shall deliver the Vessel to the BUYERS with everything belonging to her on board. All spare parts and spare equipment belonging to the Vessel at the time of inspection, used or unused, except such things as are in the normal course of operations used during the period between the superficial inspection and Delivery. There are No Spare propeller and tailshaft. Forwarding charges related to this Clause, if any, shall be for the BUYERS account. The radio installation and navigational equipment shall be included in the sale without extra payment, if same is the property of the SELLERS. The BUYERS shall take over and pay the SELLERS for the remaining bunkers on board and unused lubricating oils on board in unbroached drums/cans and storage tanks which have not passed through any system. The bunkers and lubricating oils remaining on board shall be purchased at the net Price of the SELLERS purchase evidenced by the photocopies of the supporting vouchers. Payment under this Clause shall be made on Delivery of the Vessel, free of bank charges, together with the payment of and in the same currency as the Purchase Price. However, if the SELLERS net Purchase Price either for bunkers or lubricating oils is in different currency from the Purchase Price, the T.T.M. rate of the date of the Delivery at the SELLERS bank shall be applied for conversion. The exact quantities of remaining bunkers and lubricating oils shall be measured and agreed by and between the SELLERS and the BUYERS representatives latest by three (3) banking day prior to the expected date of Delivery of the Vessel. 8. Documentation The Place of Closing: SELLERS nominated place among either Seoul, Hong Kong, or Singapore. In exchange for payment of Purchase Price, bunkers, lubricating oils and any other possible amounts, the SELLERS shall, at the time of closing, deliver to the BUYERS the agreed documents reasonably required by the BUYERS for the legal transfer of ownership, registration of the vessel and change of flag to the BUYERS choice, which list of Delivery documents will be mutually agreed and incorporated in the MOA as an Addendum to be agreed and signed as soon as possible. At the time of Delivery the BUYERS and SELLERS shall sign and Delivery each other a Protocol of Delivery and Acceptance confirming the date and time of Delivery of the Vessel from the SELLERS to the BUYERS. All Class certificates and international, national, trading certificates and plans, drawings, documents available on board the ship excluding ISM/ISPS manual, SMC are handed over to BUYERS representative. Other technical documents, plans, drawings relating to the ship shall be handed over to the BUYERS representative at the BUYERS expenses at the Shipyard. 9. Condition on Delivery The Vessel is to be delivered with free of average damage affecting Class except underwater parts which shall be dealt in accordance with Clause 6 herein in substantially the same condition as when inspected, fair wear and tear excepted. The BUYERS shall take the Vessel over on an “as is / where is ” basis. Any additional cost due to class change by Buyers request shall be paid wholly at Buyers expense and any delay caused by such change is not Sellers responsibility. The cancelling date shall be extended by the time required for such change. 10. BUYERS representatives After this agreement has been signed by both parties and the deposit has been lodged, the BUYERS shall have the right to place two (2) representatives at shipyard, for the last 14 days before Delivery, for the purpose of familiarization only, at the BUYERS sole risks and expenses in the capacity of observers only, and they shall not interfere in any respect with the shipbuilding work of the vessel. The BUYERS and their representatives respectively shall sign the SELLERS standard letters of indemnity before their embarkation. The BUYERS shall pay actual c