挖泥船合同DOC

1、In the name of godMemorandum of Agreement船舶买卖合同Dated: 26>h Jan uary 2011XXXXInternational Co., Ltd , Hereafter called the Owners' Agent, have agreed to represent on behalf of the Owners to represent and sell, and,XXXX 进出口有限公司，以下简称船东代理，同意代表船东出售，并且Petro Toseye Sahe,lhereafter called Buyers, hav

2、e agree to buy, andPetro Toseye Sahe I以下简称买方，同意购买，并且XXXX Liao Yuan Shipping Co., Ltd , hereafter caIIed the Owners of cutter suction dredger , have agreed to seII and have given the power of authority and undertaking to Owner's Agent to deaI , sign MOA and to compIete the procedures/formaIities

3、for compIeting the transaction and handing over of the dredgerXXXX 有限公司，以下简称挖泥船的船东，同意出售并且授权船东代理处理并 签订合同，并完成此挖泥船的交船手续。All parties declare that they have legal authority to sign of MOA at the time of signing.Name: Tianbin No. 6Owner: XXXX Liao Yuan Shipping Co., LtdClassification: CCSBuilt: 2010 in Ch

4、inaRegister Number: TBN1FIag: fIag of convenience1GRT: TBN1船名：天滨 6号船东：XXXX 有限公司船级：CCS建造年份 /地点： 2010年，中国注册号：GRT:1-to be written in FutureHereafter called the Vessels, as attached specification of the dredger. 以下简称本船，见附件说明书。?Definitions :定义："Banking Days" are complete days (1 working day = 1

5、0 hour) on which both banks are open in Iran and China“银行日”指在伊朗和中国，银行的营业日( 1工作日 =10小时) "In writing: or "written" means a letter handover from fax the Owners or Owner's Agent to the Buyers or vice versa, a registered letter, telex, telefax , or other modern form of written Communic

6、ation书面”是指船东或船东代理向买方发的传真、电传、挂号信、电报或其他现 代书面通讯形式，反之亦然。1: Purchase Price: 27,400,000 US$ (twenty seven, four hundred thousands thAmerican Dollar), equivalent to exchange rate (USD100= RMB656) of 25th, January, 2011.*- If exchange rate between US$ and RMB is not exceed 1.5 %, it is not considered any ad

7、justment for price, otherwise, the price should be adjusted according to date of payments exchange rate.The Basis for exchange rate would be daily average reported rate by bank of China. 价格： 27,400,000美元，基于 2011年1月25日汇率。如果美元对人民币的汇率变化没有超过 1.5%，价格变化不予以考虑；否则，船价应按照结汇当日的汇率调整。汇率基准为中国银行发布的汇率中间价。2. Deposit

8、and Advance payment 定金和预付款2. a- Dep osit 定金As the seeurity for eorreet fulfillment of this agreement the Buyer shall pay a deposit of 200000 US$ (two hundred thousand Ameriean Dollar) Of purehase within (10) banking days from the date of this agreement against Bank Guarantee , by way of T/T or throu

9、gh Main L/e that would be opened the agreement为保证正确履行合同，在10个银行日内，买方将在收到银行保函后，通过T/T或信用证支付定金 200,000US$。2.b. Adva nee p ayme nt预付款During seven (7) banking days of this agreement,Buyer should pay 15 pereent of purehase amount, sueh as advanee payment against Bank Guarantee through letter of eredit (see

10、 Clause 3)协议签订后七( 7)个工作日内，买方将以信用证的方式支付合同总额的百分之十五作为预付款，船东出具银行保函。The total amount of deposit and advanee payment will be USD 4,110,000 (Four Million, One Hundred and Ten Thousand Ameriean Dollars) 定金和预付款的总额为 USD 4,110,000。It is Clear that, Deposit will be dedueted from advanee payment and remain amoun

11、t would be paid. Therefore it should pay 3910000 US$. Also it is possible to pay deposit with advanee payment simultaneously, if Owner prefer. Also it is possible to pay the total amount of the purehase priee when the doeuments eomplete, against L/C at sight, if Owner prefer.扣除定金，预付款总额为3910000US$o如果

12、船东愿意的话，定金和预付款可同 时支付。如果船东愿意的话，也可在银行议付单据时，支付合同全款。3. Payment 付款Exeluding deposit, 27,200,000 (twenty seven million, two hundred thousand Ameriean Dollar) shall be paid by way of the at sight, Letter of Credit, to betransferred maximum seven (7) banking days after this agreement by the Buyer in favor of

13、 Owner's Agent subject to following terms and all parties would do his job in transferring of letter of credit. All Banks and any other Financial Charges, communication etc, outside of China to the Account of the Buyer and those inside China are to be account of Owner. Advance payment (3,910,000

14、US$) according to Clause 2 would be paid through opened L/C, after receiving Bank Guarantee. Opening bank should be approved by the Chinese bank of Owner.扣除定金，买方应在7个银行日内开出金额为USD27,200,000的即期信用证。在中国以外的银行费用由买方负责，在中国国内的银行费用由船东负责。买方 在收到银行保函后，预付款(3,910,000US$)l过信用证支付。开证行应由中方银The payment to be released th

15、rough L/C against following documents a)行认可。Bill of Sale , warranting that Vessels is free from all encumbrances , mortgages and maritime lines or any other debt or claims whatsoever , duly notarially attested by local notary public office in china in 3 originals.b)c)d)e)f)Commercial Inv oices 3 ori

16、gi nalsPacking List 3 originalsCertificate of origine -1 original and 2 copiesP erforma nee Bank Guara ntee for guara ntee p erio-3 orig in alsg)h)付款单据：Bill of lading should be issued by the shipping company registered at Ministry of Communi catio n of The People' Rep ublic of Chi na.-3 origi na

17、ls Certificate of Deletion -3 originalsCustom Cleara nce-3 orig in alsa. 卖据， 3份正本，由当地公证行公证b. 商业发票， 3份正本c. 箱单， 3份正本d. 原产地证书， 3份正本e. 保修期履约保函， 3份正本f. 提单， 3份正本(承运本合同项下挖泥船的船公司应在中国交通部备案)g. 注销证明， 3份正本h. 清关证明， 3份正本Every document that is needed to be stamped by CCPIT. 以上每份文件均需加盖 CCPIT 章。All Parties agree tha

18、t L/C would be opened by a third party and therefore, proforma invoices should be issued for this company according to buye'sr request. Also all parties will provide the necessary document that is needed to incorporation of third company.各方同意由第三方开立信用证，因此，形式发票可以根据买方的要求开给这家 公司。各方应为第三方提供必要的文件。4. No

19、tices, time and p lace of deliver交船时间和地点 a) The date of delivery of the Vessel is before April 20th 2011In case of any delay the Buyer shall inform Owner's Agent alternate date of taking the delivery交船时间在 2011年4月20日以前。如果交船延迟的话，买方应通知船东代理变更的交船时间。b) The Buyer shall inform to Owner's Agent at le

20、ast (15) fifteen days in advance the likely date of taking delivery for towing (or loading to heavy carrier) the Vessel from any port a north of China that have capability to accept Heavy Carrier. 买方应至少提前 15天通知船东代理可能的拖船或装船时间。交船地点为中国北方任一适合装运本船的港口。c) The Owner shall stop all their operations on the Ve

21、ssel at least two days prior to date of taking the delivery and shall attend to the clearing and cleaning job so that the Vessel shall be fit and ready to be towed or load to Heavy Carrier to Iran. All loose parts shall be properly secured and spuds stowed on deck for purpose of towage (or transport

22、ation by heavy carrier). The Owner shall be in corporation with transportation and insurance company.船东在接到买方通知后至少提前 2天结束工作，所有东西需要整理干净以便拖运或装船。定位桩将被放到主甲板上。船东应与船运公司和保险公司进行协调。d) The place of delivery of the Vessel is any port in north of China and delivery point is 50m from heavy carrier or towing Boat.

23、 交船地为中国北方任一港口，距运输船或拖轮 50米的距离。e) Should the Vessel become an actual, constructive or compromised total loss before delivery, the Letter of Credit and deposit shall be returned by the Owners to the Buyers immediately and to be cancelled where after this agreement shall be null and void.交船前，如果船舶发生全损或推定

24、全损，本合同宣告无效，船东应将信用证和 定金立即归还给买方。5. Divers Ins pection 海底探摸The Vessels is to be delivered without dry-docking. (If delivery time is less than one year). However, the Buyers shall have the right at their expenseto arrange for an underwater inspection by a diver approved prior to the delivery of the Vess

25、el. The Owners shall at their cost make the Vessel available for such inspection. 该船交船前不做进坞检验，(如果交船时间少于一年)。但买方有权自费安排 潜水员在交船前对水下的部分进行检查。卖方应该在检验前安排。6. Sp are/bunkers, etc备件 / 燃料等The Owners shall deliver the Vessel to Buyers with everything belonging to her on board and on shore, includes tools, factor

26、y spare attached. Tools list will be prepared by Owner and will be transferred in seven (7) days. The Owner have the right to take ashore crockery, plates , cutlery, linen and other article bearing the Owners' flag or name , provided they replace same with similar unmarked items. Library, forms,

27、 etc., exclusively for use in the Owners' Vessel(s), shall be delivered without compensation The Buyers shall take over the remaining bunkers and unused lubricating oils in storages tanks and sealed drums and upon delivery pay to the Owners at cost as per vouchers of last supply or at the price

28、as per plates oil gram on date and place of delivery Vessel should such vouchers of bunkers are not available and pay the current net market price (excluding barging expenses) at the port and date of delivery of the Vessel.Payment under this clause shall be made at the same time and place and in the

29、 same currency as purchase price.船舶包括属于船舶的一切船上或岸上物品应由船东移交买方。专用工具清单需 在合同签订后 7天内提供。船东有权将印有卖方旗帜或名字的陶器、盘子、刀叉餐具、亚麻织品和其它物品拿上岸，只要卖方用没有标记的类似物品替代之， 属于卖方专用的船上图书、资料表格等不包括在内，船东不予以补偿。本条项下的费用在同一地点，同一时间支付，支付币种与本合同中的规定一致7. Documentation 文件The place of closing: Tianjin, China 文件交接地：中国天津take responsibility to get船东代理

30、应在所有文船东代理负责获取 IBSAt the time of delivery of the Vessels , the Owners and Owners' Agent shall submit to the Buyers with delivery documents , namely (see addendum of this MOA) in English language and Owners' Agent should inform to the Buyers after preparation all of documents and permissions t

31、hat is needed for sailing to Iran by Tug boat or heavy carrier. Owner's Agent will follow the Buyers and certificates for IBS, if it is needed. 交船时，船东及船东代理应向买方提供英文版交船文件。件准备好并且得到拖船许可后通知买方。如果必要的话， 证书。a) Bill of Sale in a form recordable in warranting that the Vessel is free from all encumbrances,

32、mortgages and maritime lines or any other debts or claims whatsoever, duly notarially attested by the local notary public in China in three (3) originals.经公证的 3份正本卖据上面说明证明船没有债务，没有抵押，没有海事滞留权或其他债务的牵连；b) Current Certificate of Ownership issued by the competent authorities of registration/Flag state in

33、three (3) copies3份所有权证书和国籍证书复印件；c) invoices in three(3) copies3份正本发票；d) other document if not mentioned in this clause , but mentioned in addendum shall be furnished to the Buyers at the time at the time of delivery of the Vessels as mentioned in the addendum to this MOA其它在条款中没有提到的文件，请见附件。在船舶交接时提供给买

34、家；e) All Drawings, documents and labels, manuals and any Vessels documents would be translated to English by Owner's Agent. Translated and original versions would be delivered to Buyers together.所有的图纸、文件、标签及手册等，需由代理翻译成英文，并把原件和翻译件一同提供给买家。8. Encumbrance债务The Owners warrant that the Vessel, at the

35、time of delivery, is free from all charters, encumbrances,mortgages and maritime lines or any other debts whatsoever. The Owners hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which have been incurred prior to the time of delivery. 船东保证在交船时船舶没有任何债

36、务、海上滞留权以及其它债务之牵连。交船 前，倘若发生任何有关所售船舶的索赔要求，船东必须承担义务保护买方使其 免受由于上述索赔所造成的损失。9. Taxes, etc税款Any taxes, fees and expensesin connection with the registration under Buyers' flag shall be for the Buyers' account, whereas similar charges in connection with the closing of the Owners' Register shall b

37、e for Owners' account. 任何与悬挂买方旗帜的船舶之购买和登记有关的税款，费用以及其它开支应由 买方承担；与船东注销船舶登记有关的类似费用应由船东承担。10. Condition on delivery 交船条件The Vessels with everything belonging to her shall be at the Owners Risk and expenses until she is delivered to the Buyers but subject to the terms and conditions of this agreement

38、 she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted. All loose parts onboard the dredger to be lashed and spuds to be stowed in horizontal position at the time of delivery. 船东应将属于船舶一切的物品承担风险和费用直至船舶移交给买方为止，但须 以本合同的条款为限，船舶应按其接受检查时的状况移交，自然损耗除外。所 有可活动

39、的部件捆扎，定位桩水平装载。11. Name / Marking船名和标记Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.船舶移交时，买方应负责更换船名和烟囱标记。12. Buyers' default 买方违约Should the deposit not to be paid in accordance with Clause 2 (after preparation of Bank Guarantee), the Owner has the r

40、ight to cancel this agreementShould the 85% of Purchaseprice not to be paid in accordance with clause 3, the Owner have the right to cancel the agreement and the deposit shall be blocked by the Owners as compensation guarantee.如果买方未能按第 2条的规定支付预付款，那么船东有权取消本合同。如果买方未能按第 3条的规定支付合同总额的 85%，那么船东有权取消本合同并将预付

41、款作为对船东的补偿。13.Owner's default 船东违约Should the Owner fail to deliver the dredger or fail to validity complete a legal transfer the deliveries as per clause 5, the Buyer have the right to cancel this agreement. In case of cancellation of agreement,the deposit and the letter of credit shall be return

42、ed to the Buyer. Buyer should be entitled to claim compensation for their losses and for all expenses incurred together with interest, if the compensation can not cover.如果船东未能按本合同第 5条规定完成法律交接和技术交流，买方有权取消合同。如果买方取消合同，船东或船东代理应将定金和信用证退还给买方。如果船 东未能进行补偿，买方有权要求对所有损失和费用进行补偿，以及可能产生的 利息。All parties agree that

43、 any bank problem and fault is not considered as Buyers' or Owners' fault.各方同意任何银行问题和过失不能认定为买方或船东的过失。14. Trainig, Testing and Buyers representatives 培训，试验和买方代表The Buyer can send two representatives in order to test of machinery and equipments and also getting the information and familiarizat

44、ion of the Vessels and her operation and also preparation any document for Buyer that is needed to do in China. 买方可以派二名代表进行机械设备试验，并熟悉船的操作，以及为买方准备所 需文件。a) Training 培训The Owner should send five expert people in order to train of Iranian crews for working shift with dredger for 30 days.船东派 5名专业人员到伊朗培训当

45、地船员。培训期限为 4个班， 30日。These trainers should be specialist in their own job and teach Iranian crews, machinery, equipment, operation, repair and maintenance of Dredger. 这些培训人员应有丰富的机械设备操作经验和挖泥船维护经验，并负责培训当 地船员。The training consists of construction, operation, repair and maintenance of machinery and equipm

46、ents. Full cooperation has be extended in train of the Buyers' crew and no information what's over regarding operation of dredger to be held back from them. 培训内容包括机械设备操作和维护。培训人员应毫无保留地对买方船员进行培 训。Accommodation and transportation of the Chinese trainers would be paid by Buyer and salary will pa

47、id by Owner中国培训人员的住宿和机票费用由买方负责，但工资由船东负责。After 30 days, the training period is completed. If training would be extended according to Buyers request, but in this case, the buyer will sign the contract directly with these trainers. This has no relation with the Owner.30天后，培训结束。如果买方公司要求培训延期的话，买方将直接与这些培训

48、人员签订合同，船东与此无关。b) Testing 试验The test would be done with clean water and movement of different machinery consist of cutter ladder, cutter rotation , swing winches , anchor winch , ladder winch , anchor boom , hydro motors , engines , cranes , pumps and etc. after March 20, 2011. 买方在2011年3月20日后可派 5名代表到

49、船上对机械设备进行试验。试验内容仅包括清水试验和不同设备的运转试验。The Owner should to provide accommodation and usage of kitchen and dining place for representation of Buyers. Buyers can send more people but cost of the extra people will be paid by Buyer.船东负责为买方代表提供食宿。In any case, Owner will provide invitation and any other docume

50、nt for taking of Visa. 这样的话，船东提供办理签证用的邀请函和其他必要文件。15. Crews and sp ares船员和备件 a) CrewsOwners agree to send five people to Iran for one year after the date of dredger's arrival to Iran, in order to assist the Buyers to operate the dredger, about the salary and payment by Buyer, it would be discusse

51、d later.Owner shall send a translator while Owners' crews in Iran in order to have a good operating of the dredger.船东同意在船到达伊朗后派 5名船员到伊朗协助船东 1年，买方将派一名翻译到船上。买方负责由此产生的一切费用。b) Sp are备件Owners agree to advise the Buyer a spare list for dredger's two-year-used in Iran according to their experience,

52、 Buyers are to study the spare list seriously , and make the amendment to have a confirms spare list duly in order to ask the Owners to assist to purchase the spare in China on Buyers account. 船东同意提供一份两年用的备件清单给买家，买家再提供确认后的清单给船东 ，以便船东协助买家在中国买备件，费用由买方支付。c) Contract 合同Contract for spare purchasing will

53、 be signed by the Owners, Owners Agent and Buyers Separately, as addendum of this MOA in future. The contract and also payment terms will be decided and signed after the date of the MOA, but not longer than the date of delivery. 备件购买合同由船东、船东代理和买方分别签订，作为合同附件。购买合同及 付款方式在本合同签订后确定并签署。16. Arbitration 仲裁A

54、ny Dispute or difference whatsoever arising out of or in connection with this contract shall be referred to and determined by arbitration at French international arbitration centers and in accordance with it's existing arbitration rules. 如果发生争议，根据现行法律，由法国国际仲裁中心进行仲裁。17. Guarantee 保修期The Vessels w

55、ould be guaranteedfor one year from delivery time, for any defect - except at the work down due to mistake operation, maintenance and normal wear of the consumed parts - and the Owner will be responsible to repair of the dredger in maximum 7 days, and Buyer will cooperate in order to take Urgent Vis

56、a for Owners People, and date from Owners request up to Issuing of Visa is not considered in mentioned 7 day. The Owner will give a performance guarantee (bank guarantee) by amount of 200000 USD (two hundred American dollars) in favor of the Buyer with one year Validity from delivery times. It is cl

57、ear that Owner's Guarantees Responsibility is not limited to that amount.15在交船后一年，船东负责对本船的故障进行保修，但由于不当操作或维修，以及零部件的正常磨损导致的故障除外。买方将在最多 7天内对本船进行维修。买方将协助船东维修人员办理加急签证。但是签证办理时间不算在签证办理时间内。船东将开立履约保函（银行保函）,金额为 200000USD。但船东的保修不仅限于此保函金额。18. Transport Insurance 运输保险The Owner should provide a one voyage Tra

58、nsport Insurance, for dredger, before delivery of the Vessel. The Cost of Insurance would be expend by Buyer and all of needed document such as Ownership, blue card and the others, would be prepared and submitted by the Owner. 船东在交船前协助买方办理一个航次的保险。费用有买方承担，但所需文件由 船东承担。19. Languages语言Only English Langu

59、age is legal and final and Chinese is written as Owners information and it can not be used such as interpretation of English version.This Memorandum of agreement has been made out in nine originals, three originals for each party.合同最终以英文为主。合同一式九份，各方三份。OWNEROWNER AgentBuyersFarhad NazariADDENDUMOfTHE MEMORANDUM OF AGREEMENT FOR TIANBIN NO.6买卖合同附件I