日本标准造船合约格式(SAJ格式 英文版）
日本标准造船合约格式 (SAJ格式)
SHIPBUILDING’S ASSOCIATION OF JAPAN, 1974
编者注： SAJ格式是日本造船人协会 (Shipbuilders Association of Japan) 于1974年1月制定的。日本造船人协会的日文名称为社团法人日本造船工业会。该协会成立于1947年，成立之时为非社团法人，自1951年起改为社团法人。截止到2010年，该协会共有19个会员造船企业。SAJ格式通常被认为是偏向船厂利益的船舶建造合同标准格式。例如SAJ格式规定船厂可以将船舶建造的任何部分进行分包;又如SAJ格式规定船舶建造因任何船厂无法控制的原因或事件而迟延的，无论船厂在订立合同时是否可以预见，船厂均可以顺延交船日。 这应当是日本造船业当时在世界上的地位使然。但是可能由于起草的疏忽，SAJ格式也有明显对船厂不利，同时也是不公平的条款。
SAJ格式在日本、韩国、新加坡、中国得到比较广泛的使用。在这些国家和地区进行的船舶建造，船厂和船东大多以SAJ标准格式为基础开始磋商他们自己的船舶建造合同。中国船厂与船东订立的船舶建造合同具有相当明显的SAJ格式的痕迹。
CONTENTS
ARTICLE I DESCRIPTION AND CLASS
ARTICLE II CONTRACT PRICE AND TERMS OF PAYMENT
ARTICLE Ⅲ ADJUSTMENT OF CONTRACT PRICE
ARTICLE Ⅳ SUPERVISION AND INSPECTION
ARTICLE V MODIFICATIONS
ARTICLE Ⅵ TRIALS
ARTICLE Ⅶ DELIVERY
ARTICLE Ⅷ DELAYS & EXTENSION OF TIME FOR DELIVERY
ARTICLE Ⅸ WARRANTY OF QUALITY
ARTICLE Ⅹ RESCISSION BY THE BUYER
ARTICLE Ⅺ BUYER'S DEFAULT
Article Ⅻ INSURANCE
Article Ⅷ DISPUTE AND ARBITRATION
Article XⅣ RIGHT OF ASSIGNMENT
Article XⅤ TAXES AND DUTIES
Article XⅦ BUYER’S SUPPLIES
Article ⅩⅩ INTERPRETATION
Article ⅩⅪ SUNDRY PROVISIONS
ARTICLE I DESCRIPTION AND CLASS
1. DESCRIPTION:
The VESSEL shall have the BUILDER'S Hull No.
and shall be constructed, equipped and completed in accordance with the following of this contract , and the Specification and the General Arrangement Plan (herein collectively called the "Specification") assigned by each of the parties hereto for identification and attached hereto and make an integral part hereof.
2.Dimensions and Characteristics
Length, overall
Length, between perpendiculars
Breadth, moulded
Depth, moulded
Designed loaded draft, moulded Gross tonnage
Propelling Machinery
Deadweight, guaranteed
Trial speed ,guaranteed
Fuel consumption guaranteed
The details of the above particulars as well as the definition and method of measurements and calculation are as indicated in the specifications.
3. Classification, rules and Regulations
The VESSEL, including its machinery, equipment and outfittings ,shall be constructed in accordance with the rules(the edition and amendments thereto being iforce as of the date of this Contract) of and under special survey of (船级社名字) (herein called the "Classification Society") ，and shall be distinguished in the register by the symbol of (船级符号) Decisions of the Classification Society as to compliance or non-compliance with the classification shall be final and binding upon both parties hereto .
The VESSEL shall also comply with the rules are regulations and requirements of other regulatory bodies as described in the Specifications in effect as of the date of this Contract. All fees and charges incidental to Classification and with respect to compliance with the above referred rules, regulations and requirements shall be for account of the BUILDER.
4.Subcontracting
The BUILDER may, at its sole discretion and responsibility ,subcontract any portio n of the construction work of the VESSEL.
5.Registration
The VESSEL shall be registered by the BUYER at its own cost and expense und er the laws of .......with its home port of ......at the time of its delivery and acceptance hereunder.
ARTICLE II Contract price and terms of payment
1. CONTRACT PRICE:
The purchase price of the VESSEL is(价格金额), net receivable by the BUILDER (her ein called the "Contract Price"), which is exclusive of the cost for the Buyer's Supplies as provided in Article XVII hereof, and shall be subject to upward or downward adjustment, if any, as hereinafter set forth in this Contract.
2. CURRENCY:
Any and all payments by the Buyer to the BUILDER under this Contract shall be ma de in non-resident convertible free Japanese Yen.
3. TERMS OF PAYMENT:
The Contract Price shall be paid by the Buyer to the BUILDER in installments as follows:
(a) 1st Installment:
The sum of...... shall be paid upon issuance by the Japanese Government of the Export License for the VESSEL.
(b) 2nd Installment:
The sum of ...... shall be paid upon keel-laying of the VESSEL.
(c) 3rd Installment:
The sum of ......shall be paid upon launching of the VESSEL..
(d) 4th Installment:
The sum of...... plus any increase or minus any decrease due to adjustments of the Contract Price hereunder ,shall be paid upon delivery
4. METHOD OF PAYMENT
(a) 1st Installment:
Upon receipt of a cable notice from the BUILDER of issuance by the Japanese Government of the Export License for the VESSEL, he BUYER shall remit the amount of this Installment by telegraphic (b) 2nd Installment:
Upon receipt of a cable notice from the BUILDER of keel-laying of the VESSEL having been made ,the BUYER shall remit the amount of this installment by telegraphic transfer to (船厂银行) for the account of the BUILDER
.
(c) 3rd Installment:
Upon receipt of a cable notice from the BUILDER of launching of the VESSEL having been made ,the BUYER shall remit the amount of this installment by telegraphic transfer to (船厂银行) for the account of the BUILDER
(d) 4th Installment:
The Buyer shall, at least seven(7) days prior to the scheduled delivery date of the VESSEL, either cause a prime bank acceptable to the BUILDER to issue an irrevocable letter of credit in favour of the BUILDER through ,or make cash deposit with (船厂银行)，covering the amount of this Installment as adjusted, available or releasable to the BUILDER against a singed copy of the Protocol of delivery and acceptance of the VESSEL as set forth in Paragraph 3 of Article VII hereof.No payment under this Contract shall be delayed or withheld by the BUYER on account of any dispute or disagreement of whatever nature arising between the parties hereto .
5. PREPAYMENT:
Prepayment of any installment due on or before delivery of the VESSEL shall be subject to mutual agreement between the parties hereto and subject to approval of the JAPANESE GOVERNMENT.
ARTICLE Ⅲ ADJUSTMENT OF CONTRACT PRICE
The Contract Price shall be subject to adjustments as hereinafter set forth. In the event of the following contingencies ( It being understood by both parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty).
1. DELIVERY
(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 Ⅶ hereof) as of twelve o'clock midnight of the thirtieth (30th day of delay (b)If the delivery of the VESSEL is delayed more than thirty (30)days after the Delivery Date ,then ,in such event, beginning at twelve o'clock midnight of the thirtieth (30th ) day after the Delivery Date ,the contract Price shall be reduced by deducting therefrom as follows:
However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of hundred and eighty (180) days, counting from midnight of the thirtieth (30th )day after the Delivery Date at the above specified rate of reduction.
(c) But,If the delay in the delivery of the VESSEL should continue for a period of 180days from the 31st day after the Delivery Date ,then in such event ,and after such period has expired,the BUYER may at its option rescind this Contract in accordance with the provisions of Article X hereof.. The BUILDER may at any time after the expiration of the aforementioned ( 180) days of delay in delivery,, if the Buyer has not served notice of rescission as provided in Article X hereof, demand in writing that the Buyer shall make an election, in which case the Buyer shall, within fifteen(15) days after such demand is received by the Buyer , notify the BUILDER of its intention
either to rescind this Contract, or consent to the acceptance of the VESSEL at an a greed future date, it being understood by the parties hereto that, if the VESSEL is not delivered by such future date, the Buyer shall have the same right of rescission upon the same terms, as herein above provided.
(d) In the buyer requeste\s in writing that the delivery of the VESSEL be made earlier than the Delivery Date ,and if the delivery of the VESSEL is made ,in response to such request of the BUYER ,more than (30)days earlier than the Delivery Date, then,in such event, beginning with the thirty-fist (31st ) day prior to the Delivery Date, the Contract Price of the VESSEL shall be increased by adding thereto ................for each full day (it being understood that the BUILDER'S acceptance of such BUYER'S request for early delivery shall be in no way be construed as change or alteration of Delivery Date under this Contract) (e) for the purpose of this Article the delivery of the VESSEL shall be deemed to be delayed when and if the VESSEL ,after taking into full account all postponements of the Delivery Date by reason of permissible delays as defined in Article VIII and /or other reasons under this Contract, is not delivered by the date upon which delivery is required under the terms of this Contract.
2. I SPEED
(a) The Contract Price shall not be affected r changed by reason of the actual speed as determined by the Trial Run being less than three-tenths(3/10) of one knot in actual speed below the guaranteed speed of the VESSEL.
(b) However, commencing with and including such deficiency of three-tenth(0.3) of on e knot in actual speed below the guaranteed speed of the VESSEL, the Contract Price shall be reduced as follows(but disregarding fractions of one-tenth(0.1)of a knot):
(c) If the deficiency in actual speed of the VESSEL upon the Trial Run, is more than 1.00 knot below the guaranteed speed of the VESSEL, then the Buyer may at its option reject the VESSEL and rescind this Contract in accordance with provision of Article X of this Contract, or may accept the VESSEL at a reduction in the Contract Price as above provided, for 1.00full knot only, that is at a total reduction of .......
3. FUEL CONSUMPTION
(a) The Contract Price shall not be affected or changed by reason of the fuel consumption of the VESSEL , as determined by....... trial as per the Specifications, be more than the guaranteed fuel consumption of the VESSEL. if such excess is not more than........ percent ( %). Over the guaranteed fuel consumption .
(b) However, commencing with and including an excess of .....percent (...%)in the actual fuel consumption if the actual fuel consumption over the guaranteed fuel of the VESSEL , the Contract Price shall be reduced by the sum of...... for each full one percent (1%) increase in fuel consumption above said percent ( %) (fractions of one percent to be prorated).up to a maximum of ......percent (.....%)over the guaranteed fuel consumption of the VESSEL.
(c) If such accrual fuel consumption EXCEEDS ...... percent (.....%) of the guaranteed fuel consumption of the VESSEL, the Buyer may, at its option, reject the VESSEL and rescind this Contract, in accordance with the provisions of Article X hereof , or may accept the VESSEL at a reduction in the Contract Price as above specific ed for ....percent (....%)only, that is ,at a total reduction of......
4. DEADWEIGHT
(a) In the event that the actual deadweight of the VESSEL as determined in acceptance with the Specifications is less than or in excess of the guaranteed deadweight of the VESSEL, the Contract Price shall be either reduced by the sum of ....for each full long ton of such deficiency being more than ......(.......)long tons ,up to a maximum reduction of ......,or increased by the sum of .....for each full long ton of such excess being more than .....(....)long tons ,as the case may be (in both cases disregarding fraction of one(1)long ton)
(c) In the event of such deficiency in the actual deadweight VESSEL being....(....)long ton or more ,then,the BUYER may ,at its option ,reject the VESSEL and rescind the Contract in accordance with the provisions of Article X hereof or accept the VESSEL at a reduction in the Contract Price as above provided for .....(......)long tons only ,that is at a total reduction of ........
5. EFFECT OF RESCISSION
It is expressly understood and agreed by the parties hereto that in any case , if the Buyer rescinds this Contract under this Article, the Buyershall not be entitled to any liquidated damages .
ARTICLE Ⅳ SUPERVISION AND INSPECTION
1. APPROVAL OF PLANS AND DRAWINGS
(a)The BUILDER shall submit to the BUYER three(3)copies of each of the plans and drawing to be submitted thereto for approval at its address as set forth in Article XVIII hereof .The BUYER shall within fourteen(14)days after receipt thereof, return to the BUILDER one (1)copy of such plans and drawing with the BUYER'S approval or comments written thereon ,if any,A list of the plans and drawing to be so submitted to the BUYER shall be mutually agreed upon between the parties hereto
(b)When and if the Representative shall have been sent by the BUYER to! The Shipyard in accordance with Paragraph 2 of this Article, the BUILDER may submit the remainder ,if any,of the plans and drawings in the agreed list ,to the Representative for its approval ,unless otherwise agrees upon between the parties hereto The Representative shall ,within seven(7)days after receipt thereof return to the BUILDER one(1) copy of such plans and drawings with his approval or comments written thereon,if any ,Approval by the representative of the plans and drawings duly submitted to him shall be deemed to be the approval by the BUYER for all purposes of this Contract.
(c)IN the event that BUYER or the Representative shall fail to return the plans and drawings to the BUILDER within the time limit as herein above provided ,such plans and drawings shall be deemed to have been automatically approved without any comment.
2. APPOINTMENT OF THE BUYER'S REPRESENTATIVE
(a)The Buyer may send to and maintain at the Shipyard, at the Buyer's own cost and expense, one representative who shall be duly accredited in writing by the Buyer to act on behalf of the BUYER in connection with modifications of the Specifications adjustments of the Contract Price .approval of the plans and drawings, attendance to the tests and inspections relating to the VESSEL , its machinery ,equipment and outfitting ,and any other matters for which he is specifically authorized by the BUYER.
3. INSPECTION BY REPRESENTATIVE
The necessary inspection of the VESSEL, its machinery, equipment and outfitting shall be carried out by the Classification Society, other regulatory bodies and/ or inspection team of the BUILDER throughout the entire period of construction in order to ensure that the construction of the VESSEL is duly performed in accordance with the Contract and Specifications.
The Representative shall have, during construction of the VESSEL, the right to attend such tests and inspections the VESSEL, the right to attend such tests and inspections of the VESSEL ,its machinery and equipment as are mutually agreed between the BUYER and the BUILDER ,The BULIDER shall give a notice to the Representative reasonably in advance of the date and place of such tests and inspection to be at tended by him for his convenience Failure of the Representative to be present at such tests and inspections after due notice to him as above provided shall be deemed to be a waiver of his right to be present..
In the event that the Representative discovers any construction or material or workmanship which is not deemed to conform to the requirements of this Contract and/or the Specifications ,the Representative shall promptly give the BUIDER a notice in writing as to such non-conformity Upon receipt of such notice from the Representative ,the BUILDER shall correct such nonconformity ,if the BUILDER agrees to his view,In all working hours during the construction of the VESSEL until delivery thereof ,the Representative shall be given free and ready access to the VESSEL ,its engines and accessories, and to any other place where work is being done ,or materials are being processed or stored ,in connection with the construction of the VESSEL ,including the yards ,workshops ,stores and offices if the BUILDER,and the premises of subcontractors of the BUILDER, who are doing work or storing materials in connection with the VESSEL'S construction..
4. FACILITIES
The BUILDER SHALL FURNISH the Representative and his assistant with adequate office space ,and such other reasonable facilities according to the BUILDER'S practice at or in the immediate vicinity of ,te Shipyard as may be necessary to enable the m to effectively carry out their duties..
5. LIABILITY OF BUILDER
The Representative and his assistant shall at all times be deemed to be the employees of the BUYER and not of the BUILDER ,The BUILDER shall be under no liability whatsoever to the BULIDER,the Representative or his assistant foe personal injuries ,including death ,suffered during the time when he or they are on the VESSEL or within the premises of either the BUILDER or its subcontractors ,or are otherwise en gaged in and about the construction of the VESSEL unless however,such personal in juries, including death were caused by a gross negligence of the BUILDER ,or of any of its employees or agents or subcontractors, Nor shall the BUILDER be under any liability whatsoever to the BUYER ,the Representative or his assistant for damage to .or less or destruction of property in Japan of the buyer or of the Representative or his assistant unless such damage,loss or destruction were caused by a gross negligence of the BUILDER ,or of any of its employees or agents or subcontractors.
6.Responsibility of buyer
The BUYER shall undertake and assure that the Representative shall carry out his duties hereunder in accordance with the normal shipbuilding practice of the BUILDER and in such a way as to avoid any unnecessary increase in building cost, delay in the construction of the VESSEL ,and /or any disturbance in the construction schedule of the BUILDER. THE BUILDER has the right to request the BUYER to replace the Representative who is deemed unsuitable and unsatisfactory for the proper progress of the VESSEL'S construction ,the BUYER shall investigate the situation by sending its representative construction. The BUYER shall investigate the situation by sending its representative to the Shipyard if necessary ,and if the BUYER considers that such BUILDER'S request is justified ,the BUYER shall effect such replacement as soon as conveniently arrangeable.
ARTICLE V MODIFICATIONS
1. MODIFICATIONS OF SPECIFICATIONS
The Specifications may be modified and/ or changed by written agreement of the parties hereto, provided that such modifications and/ or changes or an accumulation thereof will not, in the BUILDER'S adversely affect the BUILDER'S other commitments, and provided ,further ,that the Buyer shall first agree ,before such modifications and/ or changes are carried out ,to alteration in the Contract Price , the Delivery Date and other terms and conditions of this Contract and Specification occasioned by or resulting from such modification and /or changes. such agreement may be effected by exchange of letter signed by the authorize d representative of the parties hereto or by cable confirmed by such letters manifesting agreements of the parties hereto which shall constitute amendments to this Contract and /or the Specifications.
THE BUYER may make minor changes to the Specifications ,if found necessary for introduction of improve production production methods or otherwise ,provided that the BUILDER shall first obtain the BUYER'S approval which shall not be unreasonably withheld. .
2. CHANGES IN Class, etc In the event that ,after the date of this contract ,any requirements as to class , or as to rules and regulation to which the construction, any requirements as to class ,or as to rules and regulations to which the construction of the VESSEL is required to conform are altered or changed by the Classification Society or the other regulatory bodies authorized to make authorized to make such alterations or changes ,the following provision shall apply:
(a) If, such alterations or changes are compulsory for the VESSEL ,either of the parties hereto ,upon receipt of such information from Classification Society or such other regulatory bodies ,shall promptly transmit the same to the other in writing and the BUILDER shall thereupon incorporate such alterations or changes into the construction of the VESSEL ,provided that the BUYER shall first agree to adjustments required by the BUILDER in the Specifications occasioned by or resulting ftom such alterations or changes.
, .
(b) If such alterations or changes are not compulsory not compulsory for the VESSEL ,but the BUYER desires to incorporate such alterations or changes into the construction of the VESSEL , then the BUYER shall notify the BUILDR of such alterations or changes will not ,in the judgment of the BUILDE ,adversely affect the BUILDER'S planning or program in relation to the BUILDER'S other commitments,and provided, further,that the BUYER shall first agree to adjustments required by the BUILDER in the Contract Price ,the Delivery Date and other terms and conditions of this Contract and the Specifications occasioned by or resulting from such alterations or changers. Agreements as to such alterations or changes under this Paragraph shall be m ade in the same manner as provided in Paragraph 1 of this Article for modifications or changes to the specifications.
3. SUBSTITUTION OF MATERIALS AND/ OR EQUIPMENT
In the event that any of the materials required by the Specifications or otherwise under this Contract for the construction of the VESSEL cannot be procured in time or are in short supply to maintain the Delivery Date of the VESSEL ,the BUILDER may ,provided that the BUYER shall so agree in writing ,supply other materials capable of meeting the requirements of the Classification Society and of the rules regulations and requirements with which the construction of the VESSEL must comply. Any agreement as to such substitution of materials ,shall be effected in the manner provided in Paragraph 1of this Article ,and shall ,likewise include alterations in the Contract Price and other terms and conditions of this Contract occasioned by or resulting from such substitution .
ARTICLE Ⅵ TRIALS
1. NOTICE
The Buyer shall receive from the BUILDER least fourteen (14) days prior notice in writing or by cable confirmed in writing, of the time and place of the trial run of the VESSEL. and the Buyer shall promptly acknowledge receipt of such notice. The Buyer's shall have its representatives on board the VESSEL to witness such Trial Run, Failure in attendance of the representative of the buyer at to the Buyer and the Supervisor as provided above, provided shall be deemed to be a waiver by the BUYER of its right to have its representative on board the VESSEL at the trial run ,and the BUILDER may conduct the trial run without the representative of the BUYER being present ,and in such case the BUYER shall be obliged to accept the VESSEL in the basis of the certificate of the BUILDER that the VESSEL ,upon trial run ,is found to conform to this Contract and the Specifications.
2.weather condition
The trial run shall be carried out under the weather condition which is deemed favourable enough by the judgment of the BUILDER .In the event of unfavoutable weather on the date specified for the trial run ,the same shall take place on the first favourable day thereafter that weather condition permits ,IT is agreed that ,if during the trial run of the VESSEL,the weather should suddenly become so unfavourable that orderly conduct of the trial run can no longer be continued ,the trial run shall be discontinued and assent in writing to discontinuance of the VESSEL on the basis of the trial run already made before such discontinuance has occurred shall . Any delay of trial run caused by such unfavourable weather condition shall operate to postpone the Delivery Date by the periodof delay involved and such delivery shall be deemed as a permissible delay in the delivery of the VESSEL.
3. HOW CONDUCTED
(a) All expense in connection with Trial Run are to be for the account of the BUILDER and the BUILDER shall provide at its own expense, the necessary crew to comply with conditions of safe navigation. The Trial Run shall be conducted in the manner prescribed in the Specifications and shall prove fulfillment of the performance required for the Trial Run as set forth in the Specifications.
The course of Trial Run shall be determined by BUILDER (b) Notwithstanding the foregoing , fuel oil lubrication oil and grease necessary for the trial run of the VESSEL shall be supplied by the BUYER at the Shipyard prior to the VESSEL the cost of the quantities of fuel oil, lubricating oils and greases consumed during the trial run at the original purchase price .In measuring the consumed quantity ,lubricating oils and greases supplied by the BUYER shall be in accordance wi
th the instruction of the BUILDER.
4. METHOD OF ACCEPTANCE OF REJECTION
(a) Upon completion of the Trial Run ,the BUILDER shall give the BULIDER a notice by cable confirmed in writing of completion the trial run, as and if the BUILDER considers that the results f the trial run indicate conformity of the VESSEL to this contract and the specifications The BUYER shall ,within three(3) days after receipt of such notice from the BUILDER ,notify the BUILDER by cable confirmed in writing of its acceptance or rejection of the VESSEL..
(b) However, should the result of the Trial Run indicate that the VESSEL or any part or equipment thereof does not confirm to the requirements of this Contract and/or Specifications, or if the BUILDER is in agreement to non-conformity as specified in the BUYER'S notice of rejection ,then ,the BUILDER shall take necessary steps to correct such non-conformity. Upon completion of correction of such non-conformity ,the BUILDER shall ,within two(2) days after receipt of such notice from the BUILDER notify the BUILDER of its acceptance or rejection of the VESSEL .
(c) In any event that the Buyer rejection the VESSEL ,the Buyer shall be indicate in its notice of rejection in what respect the VESSEL. or any part or equipment thereof does not conform to this Contract and/or the Specifications.
(d)In any event that the buyer fails to notify the BUILDER by cable confirmed in writing of the acceptance of or rejection together with the reason therefor of the VESSEL within the period as provided in the above Sub=paragraph (a)or (b),the buyer shall be deemed to have accepted the VESSEL.
(e) the BUILDER may dispute the rejection of the VESSEL by the buyer under this paragraph, in which case the matter shall be submitted for final decision by arbitration in accordance with Article ⅩⅢ hereof.
5. EFFECT OF ACCEPTANCE
Acceptance of the VESSEL as above provided shall be final and binding so far as conformity of the VESSEL to this Contract and specifications concerned and shall preclude the buyer from refusing formal delivery of the VESSEL as hereinafter provided ,if the BUILDER complies with all other procedural requirements for delivery as provided in article VII hereof .
6. DISPOSITION OF SURPLUS CONSUMABLE STORES
Should any fresh water, or other consumable stores furnished by BUILDER for the Trial Run remain on board the VESSEL at the time of acceptance thereof by the Buyer, the Buyer agrees to buy the same from BUILDER at the original purchase price thereof ,and payment by the buyer shall be effected upon delivery of the VESSEL.
ARTICLE Ⅶ DELIVERY
1. TIME AND PLACE
The VESSEL shall be delivered by BUILDER to the Buyer at Shipyard on or before, except that ,in the event of delays in the construction of the VESSEL of any performance required under this contract due to causes which under the terms of this contract permit postponement of the date of delivery ,the aforementioned date for delivery of the VESSEL shall be postponed accordingly. The aforementioned date ,or such later date to which the requirement of delivery is postponed pursuant to such terms ,is herein called the "Delivery Date".
2. WHEN AND HOW EFFECTED
Provided that the Buyer shall have fulfilled all of its obligations stipulated under this Contract, delivery of the VESSEL shall be effected forthwith by the concurrent deliver y by each of the parities hereto, to the other, of the Protocol of Delivery and Acceptance, acknowledging delivery of the VESSEL by BUILDER acceptance thereof by the Buyer,
3. DOCUMENTS TO BE DELIVERED TO THE BUYER
Upon delivery and acceptance of the VESSEL ,the BUILDER shall deliver to the buy er the following documents ,which shall accompany the Protocol of Delivery and Acceptance :
(a) Protocol of Trials of the VESSEL made pursuant to the Specifications.
(b) Protocol of Inventory of the equipment of the VESSEL including spare parts and the like, all as specified in the Specifications
c) Protocol of Stores of Consumable Nature referred to under Paragraph 3 (b)of Article VI hereof .including the original purchase price thereof.
(d) All certificates including the BUILDER'S Certificate required to be furnished upon delivery of the VESSEL .pursuant to this Contract and the Specifications It is agreed that if ,through no fault on the part of the BUILDER ,the classification certificate an d/or other certificate are not available at the time of delivery of the VESSEL .provisional certificates shall be accepted by the buyer ,provided that the BUILDER shall furnish the buyer with the formal certificates as promptly as possible after such formal certificates ,have been issued.
(e) Declaration of Warranty of the BUILDER that the VESSEL is delivered to the Buyer free and clear of any liens, charges, mortgages, or other encumbrances upon the Buyer's title thereof, and in particular, that the VESSEL is absolutely free of all burdens in the nature of imposts, taxes or charges imposed by the Japanese, as well as of all liabilities of BUILDER to its sub-contractors, employees and crews and all liabilities arising from the operation of the VESSEL in Trial Run or Trial Runs, or other wise, prior to delivery.
(f) drawings and plans pertaining to the VESSEL as stipulated in the specifications.
(g) commercial invoice
4. TENDER OF THE VESSEL
If the Buyer fails to take delivery of the VESSEL after completion thereof according to this Contract and the Specifications without any justified reason, BUILDER shall have the right to tender delivery the VESSEL after compliance with all procedural requirements as above provided.
5.title of VESSEL Title to and risk of loss the VESSEL shall pass to the buyer only upon delivery and acceptance thereof having been completed as stated above ;it being expressly understood that until such delivery is effected ,title to and risk of loss the VESSEL and her equipment shall be in the BUILDER ,Excepting risks of war ,earthquakes and tidal waves,
6.removal of VESSEL
The buyer shall take possession of the VESSEL immediately upon delivery and acceptance thereof and shall remove the VESSEL from the premises of the shipyard within three(3)days after delivery and acceptance thereof is effected .if the buyer shall not remove the VESSEL from the premises of the shipyard within the aforesaid three(3)days ,then in such event the buyer shall pay to the BUILDER the reasonable mooring charges of VESSEL.
ARTICLE Ⅷ DELAYS & EXTENSION OF TIME FOR DELIVERY
1. CAUSE OF DELAY
If, at any time before actual delivery, either the construction of the VESSEL or any performance required as prerequisite of delivery of the VESSEL, is delayed due to Acts of God ;act of princes or rule; requirements of government authorities , war or her hostilities or preparations therefor ,blockade, revolution, insurrections, mobilization, civil commotions, civil war or riots, vandalism, sabotages, strikes, lockouts, or other labour disturbances; labour shortage ;plague or other epidemics, quarantines, flood, typhoons ,hurricanes, storms or other weather conditions not included in normal planning , earthquakes; tidal waves ,land -sides;fires, explosions. Collisions or standings; embargoes; import restrictions; inability to obtain delivery or delays in delivery of materials ,machinery or equipment by the BUILDER to be delivered in time ,prolonged failure,sho
rtage or restriction of equipment which could not have been detected by the BUILDER using reasonable care ;casting or forging rejects or the like not due to negligence; delays caused by the classification society or other bodies whose of the BUILDER ,it s subcontractors or suppliers. Or of or to the VESSEL or any part thereof ,by any causes herein described; delays in the BUILDER'S other commitments resulting from any cause herein described which in turn delay the construction of the VESSEL or the BUILDER'S performance under this contract;other causes or accidents beyond control of the foregoing words; all the forgoing irrespective of whether or not indicated by the foreseen at the day of signing this contract ;then and in any such case, the delivery date shall be postponed for a period o time which shall not exceed the total accumulated time of all such delays.
2. NOTICE OF DELAY
Within ten (10) days after the date of occurrence of any case of delay, on account of which the BUILDER claims that it is entitled under this Contract to postponement of the delivery date, the BUILDER shall notify the Buyer in writing, or by cable confirmed in writing of the date such cause of delay occurred. likewise. Within ten (10)days after the date of ending of such cause of delay ,the BUILDER shall notify the buyer in writing or by cable confirmed in writing of the date such cause of delay ended .the BUILDER shall also notify the buyer of the period ,by which the delivery date is postponed by reason of such cause of delay ,with all reasonable dispatch after it has been determined ,failure of the buyer of claim shall be deemed to be a waiver by the buyer of its right to object such postponement of the delivery date.
3. Definition of permissible delay
Delays on account of such causes as specified in paragraph 1 of this article and any other delays of a nature which under the terms of this contract permits postponement of the delivery date shall be understood to be permissible delays and1are to be distinguished from unauthorized delays on account of which the contract price is subject to adjustment as provide for in article III hereof
4. Right to rescind for excessive delay If the total accumulated time of all delays on account of the causes specified in paragraph 1 of this article ,excluding delays of a nature which under the terms of this contract permit postponement of the delivery date, amounts to two hundred and ten (2 10)days or more ,then, in such event ,the buyer may rescind this contract in accordance with the provisions of article X hereof ,the BUILDER may ,at any time after the accumulated time of the aforementioned delays justifing rescission by the buyer ,demand in writing that the buyer shall make an received by the buyer ,either notify the BUILDER of its intention to rescind this contract ,or consent to a postponement of the delivery date to a specific future date it being understood and agreed by the parties hereto that ,if any further delay occurs on account of cause justifing rescission as specified in this article ,the buyer shall have the right of rescission upon the same terms as herein above provided.
ARTICLE Ⅸ WARRANTY OF QUALITY
1. GUARANTEE
subject to the provisions hereinafter set forth, the BUILDER undertakes to remedy ,free of charge to the buyer, and defects in the VESSEL which are due to the defective material and /or and workmanship on the part of the BUILDER and/ or its subcontractors, provided that the defects are discovered within a period of twelve months after the date of delivery of the VESSEL, and a notice thereof is duly given to the BUILD ER as hereinafter provided. For the purpose of this article ,the VESSEL shall include her hull ,machinery, equipment and gear ,but excludes any parts for the VESSEL ,which have been supplied by or on behalf of the buyer.
2. NOTICE OF DEFECTS
The Buyer shall notify the BUILDER in writing, or by cable confirmed in writing, of any defect for which claim is made under this guarantee as promptly as possible after discovery thereof. The Buyer's written notice shall describe the nature and the extent of the defect . BUILDER shall have no obligation under this guarantee for any defects discovered prior to the expiry date of the guarantee, unless notice for any defects discovered prior to the discovered prior to the expiry date of the said twelve(12)months period, unless notice of such defects is received by the BUILDER no later than thirty (30)days after such expiry date..
3. REMEDY OF DEFECTS
(a) the BUILDER shall remedy at its expense ,any defects, against which the VESSEL is guaranteed under this Article by making all necessary repairs and/ or replacement at shipyard.
(b) however ,if it is impractical to bring the VESSEL to the shipyard .the buyer may cause the necessary repairs or replacements to be made elsewhere which is deem ed suitable for the purpose ,provide that in such event ,the BUILDER may forward or supply replacement parts or materials to the VESSEL ,unless forwarding or supplying thereof to the VESSEL would impair or delay the operation or working schedule of the VESSEL. In the event that the BUILDER propose to cause the necessary repairs or replacements to be made to the VESSEL at any other shipyard or works than the shipyard, the buyer shall first, but in all events as soon as possible, give the BUILD ER notice in writing or by cable confirmed in writing of the time and place such repairs will be made ,and if the VESSEL is not thereby delayed, or her operation or working schedule is not thereby impaired ,the BUILDER shall have the right to verify by its own representative the nature and extent of the defects complained of the BUILDER shall ,in such case ,promptly advise the buyer by cable ,after such examination has been completed ,of its acceptance or rejection of the defects as ones that are covered by the guarantee herein provided ,upon the BUILDER'S acceptance of the defects as justifying remedy under this article ,or upon the award of the arbitration so determining ,the BUILDER shall immediately pay to the buyer for such repairs or re
placements a sum equal to the reasonable cost of making the same repairs or replacements in the shipyard.
(c) In any case, the VESSEL ,shall be taken at the buyer's cost and responsibility to the place elected, ready in all respects for such repairs or replacements.
(d) Any dispute under this Article shall be referred to arbitration in accordance with the provision in accordance with the provisions of Article XIII hereof.
4. EXTENT OF BUILDERLIABILITY
(a) the BUILDER shall have no responsibility for any other defects whatsoever in the VESSEL than the defects specified in paragraph 1 of this article ,nor shall the BUILDER in any circumstances be responsibility or liable for any consequential or speciallosses, damages or expenses including, but not limited to ,loss of time ,loss of profit or earning or demurrage directly or indirectly occasioned to the buer by reason of the defects specified in paragraph 1 of the Article or due to repairs or other works done to the VESSEL to remedy such defects.
(b) The BUILDER shall not be responsible for any defects in any part of the VESSEL which may subsequent to delivery of the VESSEL have been replaced or in any way repaired by any other contractor ,or for any defects which have been caused or aggravated by omission or improper use and maintenance of the VESSEL on the part of the buyer ,its servants or agents or by ordinary wear and tear or by any other circumstance beyond the control of the BUILDER.
5. GUARANTEE ENGINEER
the BUILDER shall have the right to appoint a Guarantee Engineer to serve on the VESSEL for such portion of the guarantee period as the BUILDER may decide. the buyer and its employees shall give the guarantee engineer full cooperation in carring out his duties as the representative of the BUILDER on board the VESSEL ,the buyer shall accord the guarantee engineer the treatment comparable to the VESSEL's chief engineer and shall provide him with accordance and subsistence at no cost of the BUILDER and/or the guarantee engineer
The buyer shall pay to the BUILDER the sum of .....per month as a compensation for a part of the costs and charges to be borne by the BUILDER in connection with the guarantee engineer and shall also pay the expenses of the repatriation to Tokyo ,Japan ,by air on termination of his service.
Pertaining to the detailed particulars of this paragraph ,an agreement will be made according to this effect between the parties hereto upon delivery of the VESSEL.
ARTICLE Ⅹ RESCISSION BY THE BUYER
1. notice
The payments made by the Buyer prior to the delivery of the VESSEL shall be in the nature of advance to BUILDER, In the event that the Buyer shall exercise its right of rescission of this Contact under and pursuant to any of the provisions of this Contract specifically permitting the Buyer to do so, then the Buyer shall notify the BUILDER in writing or by cable confirmed in writing, and such rescission shall be effective as of the date the notice thereof is received by BUILDER .
2.Refund by BUILDER
Thereupon the BUILDER shall promptly refund to the Buyer ,the full amount of all sums paid by the Buyer to the BUILDER on account of the VESSEL, unless the BUILDER proceeds to the arbitration under the provisions of ArticleⅩⅢ hereto. In such event ,the BUILDER shall pay the buyer interest at the rate of ............percent (%)per annum on the amount requires herein to be refunded to the buyer, computed from the respective dates on which such sums were paid by the buyer to the BUILDER to the date of remittance by transfer of such refund to the buyer by the BUILDER ,provided ,however, hat if the said rescission by the buyer is made under the provisions of paragraph 4 of Article VIII hereof ,then in such event the BUILDER shall not be required to pay any interest.
3. Discharge of obligations
Upon such refund by the BUILDER the Buyer, all obligations, duties and liabilities of each of the parties hereto the other under this Contract shall be forthwith completely discharged.
ARTICLE Ⅺ BUYER'S DEFAULT
1. DEFINITION OF DEFAULT
The Buyer shall be deemed to be in default of performance of its obligations under this contract in the following cases:
(a) if The Buyer fails to pay any of the First, Second and Third installments to BUILDER within three(3) days after such installment becomes due and payable under the provisions of ArticleⅡhereof, or
(b) if The Buyer fails to pay the fourth installment to the BUILDER concurrently with the delivery of the VESSEL by the BUILDER to the buyer as provided in Article Ⅱ hereof; or
(c) if The Buyer fails to take delivery of the VESSEL, when the VESSEL is duly tendered for delivery by the BUILDER under the provisions of Article Ⅶ hereof.
2. Interest and Charge
If the Buyer is in default to payment as to any installment as provided in paragraph (a)and(b) of this article, the buyer shall pay interest on such Installment at the rate of .......percent (....%)per annum from the due date thereof to the date of payment to the BUILDER of the full amount including interest, in case the buyer sent and shall fail to take delivery of the VESSEL as provided in paragraph 1(c) of this article ,the buyer shall be deemed in default of payment of the Fourth Installment and shall pay interest thereon at the same rate as aforesaid form the including the day on which the VESSEL is tendered for delivery by the BUILDER.
3. Effect of Default
(a) If the default by the Buyer occurs as provided herein before ,the Delivery Date shall be automatically postponed for a period of continuance of such default by the buyer.
(b) In any default by the Buyer continues for a period of fifteen(15)days, the BUILDER may ,at its option ,rescind this contract by giving notice of such effect to the buyer by cable confirmed in writing ,upon receipt by the buyer of such notice of rescission ,this contract shall forthwith become null and void and any of the buyer's supplies shall become the sole property of the BUILDER. In the event of such rescission of this contract ,the BUILDER shall be entitled to retain any Installment or installments therefore paid by the buyer to the BUILDER on account of this contract..
4. Sale of VESSEL
(a) In the event of rescission of this Contract as above provided ,the BUILDER shall have full right and power either to complete or not to complete the VESSEL as it deems fit ,and to sell the VESSEL at a public either to complete or provide sale on such terms and conditions as the BUILDER thinks fit without being answerable for any loss or damage . .
(b) In the event of the sale of the VESSEL in its complete state ,the proceeds Of the sale received by the BUILDER shall be applied firstly to payment of all expenses attending such sale and otherwise incurred by the BUILDER as a result of the BUILDER’s default, and then to payment of all unpaid Installments of the Contract Price and interest on such Installments at the rate of ..per cent (..%)per annum from the respective due dates thereof to the date of application. (c) In the event of sale of the VESSEL in its incompleted state, the proceeds of sale received by the BUILDER shall be applied firstly to all expense attending such sale and otherwise incurred by the BUILDER as a result of the BUYER’s default, and then to payment of all costs of construction of the VESSEL less the installments so retained by the BUILDER and compensation to the BUILDER for a reasonable loss of profit due to the rescission of this Contract.
(d) In either of the above events of sale, if the proceeds of sale exceeds the total of amounts which such proceeds are to be applied as aforesaid, the BUILDER shall promptly pay the excess to the BUYER without interest, provided however, than the amount of such payment to the BUYER shall in no event exceed the total amount of Installments already paid by the BUYER and the cost of the BUYER’s Supplies, if any.
(e) If the proceeds of sale are insufficient to pay such total amounts payable as aforesaid, the BUYER shall promptly pay the deficiency to the BUILDER upon request.
Article Ⅻ Insurance
1. Extent of Insurance Coverage
From the time of keel-laying of the VESSEL until the same is completed, delivered to and accepted by the BUYER, the BUILDER shall, at its own cost and expense, keep the VESSEL and all machinery, materials, equipment, appurtenances and outfit, delivered to the shipyard for the VESSEL or built into, or installed in or upon the VESSEL, including the BUYER’s Supplies, fully insured with Japanese insurance companies under coverage corresponding to the Japanese Builder’s Risks Insurance Clause.
The amount of such insurance coverage shall, up to the date of delivery of the VESSEL, be in an amount at least equal to, but not limited to, the aggregate of the payment made by the BUYER to the BUILDER including the value of the BUYER’s Supplies. The policy referred to hereinabove shall be taken out in the name of the BUILDER and all losses under such policy shall be payable to the BUILDER.
If the BUYER so requests, the BUILDER shall at the BUYER’s cost procure insurance on the VESSEL and all parts, materials, machinery and equipment intended therefore against risks of earthquakes, strikes, war peril or other risks not heretofore, provided and shall make all arrangements to that end. The cost of such insurance shall be reimbursed to the BUILDER by the BUYER upon delivery of the VESSEL.
2. Application of Recovered Amount
(a) Partial Loss
In the event of the VESSEL shall be damaged by any insured cause whatsoever prior to acceptance thereof by the BUYER and in the further event that such damage shall not constitute an actual or a constructive total loss of the VESSEL ,the BUILDER shall apply the amount recovered under the insurance policy referred to in Paragraph 1 of this Article to the repair of such damage satisfactory to the Classification Society, and the BUYER shall accept the VESSEL under this Contract if completed in accordance with this Contract and Specifications.
(b) Total Loss
However, in the event that the VESSEL is determined to be an actual or constructive total loss, the BUILDER shall by the mutual agreement between the parties hereto, either (ⅰ) proceed in accordance with the terms of this Contract, in which case the amount recovered under said insurance policy shall be applied to the reconstruction of the VESSEL’s damage, provided the parties hereto shall have first agreed in writing as to such reasonable postponement of Delivery Date and adjustment of other terms of this Contract including the Contract Price as may be necessary for the completion of such reconstruction; or
(ⅱ) refund immediately to the BUYER the amount of all Installments paid to the BUILDER under this Contract without any interest, whereupon this Contract shall be deemed to be rescinded and all rights, duties, liabilities, and obligations of each of the parties to the other shall terminate forthwith.
3. Termination of BUILDER’s Obligation to Insure
The BUILDER’s obligation to insure the VESSEL hereunder shall cease and terminate forthwith upon delivery thereof and acceptance by the BUYER.
Article Ⅷ Dispute and arbitration
1. Proceedings
In the event of any dispute between the parties hereto as to any matter arising out of or relating to this Contract or any stipulations herein or with respect hereto which can not be settled by the parties themselves, such disputes shall be submitted to and settled by arbitration held in Tokyo, Japan, by the Japan Shipping Exchange, Inc.(hereinafter called the Exchange) in accordance with the provisions of the Rules of Maritime Arbitration of the Exchange, except as hereinafter otherwise specifically provided.
Either party desiring to submit such dispute to the arbitration of the Exchange shall file with the Exchange the written Application for Arbitration, the Statement of Claim and the notice of appointment of an arbitrator accompanied by written acceptance of such arbitrator appointed by such party.
Within twenty (20) days after receipt of such documents as aforementioned from the Exchange, the other party shall file in turn with the Exchange the notice of appointment of an arbitrator accompanied by written acceptance of such second arbitrator appointed by the other party. These two (2) arbitrators shall be deemed, in performance of office of arbitration, as the arbitrators appointed by the Marine Arbitration Commission (hereinafter called the Commission) of the Exchange. The third arbitrator to preside over the proceedings shall be appointed by the Commission from among such persons on the Panel of Members of the Commission (or in case of particular need, from among persons not so empanelled) as have no concern whatever with the parties or in the subject of such dispute. The three(3) arbitrators thus appointed shall constitute the board of arbitration(hereinafter called the Arbitration Board) for the settlement of such dispute. In any event, however, that the said other party should fail to appoint a second arbitrator as aforesaid within twenty (20) days following receipt of the documents concerned from the Exchange, it is agreed that the said other party shall thereby he deemed to have accepted and appointed as its own arbitrator the one appointed by the party demanding arbitration, and the arbitration shall proceed forthwith before this sole arbitrator who alone, in such event shall constitute the Arbitration Board.
The award made by the sole arbitrator or by the majority of the three (3) arbitrators, as the case may be, shall be final and binding upon the parties hereto. If the majority of the three (3) arbitrators is not obtained, then the decision of the third arbitrator shall be final and binding upon the parties hereto.
Notwithstanding the proceeding provision of this Paragraph, it is recognized that in the event of any dispute or difference of opinion arising in regard to the construction of the VESSEL, her machinery or equipment, or concerning the quality of materials or workmanship thereof or thereon, such dispute may be referred to the Classification Society upon mutual agreement of the parties hereto as far as the Classification Society agrees to determine such dispute. The decision of the Classification Society shall be final and binding upon the parties hereto.
2. Notice of Award
The award shall immediately be given to the BUYER and the BUILDER in writing or by cable confirmed in writing.
3. Expenses
The Arbitration Board shall determine which party shall bear the expenses of the arbitration or the portion of such expenses which each party shall bear.
4. Entry in Court
Judgment upon the award may be entered in any court having jurisdiction thereof.
5. Alteration of Delivery Date
In the event of reference to arbitration of any dispute arising out of matters occurring prior to delivery of the VESSEL, the award may include any postponement of the Delivery Date which the Arbitration Board may deem appropriate.
Article XⅣ Right of assignment
Neither of the parties hereto shall assign this Contract to a third party unless prior consent of the other party is given in writing. In case of assignment by the BUYER, such assignment shall further be subject to approval of. the Japanese Government, and the BUYER shall remain liable under this Contract. The Contract shall ensure to the benefit of and shall be binding upon the lawful successors or the legitimate assigns of either of the parties hereto.
Article XⅤ Taxes and duties
1. Taxes and duties in Japan
The BUILDER shall bear and pay all taxes and duties imposed in Japan in connection with execution and/or performance of this Contract, excluding any taxes and duties imposed in Japan upon the BUYER’S Supplies.
2. Taxes and duties outsider Japan
The BUYER shall bear and pay all taxes and duties imposed outside Japan in connection with execution and /or performance of this Contract, except for taxes and duties imposed upon those items to be procured by the BUILDER for construction of the VESSEL. Article XⅥ Patents, trademarks, copyrights, copyrights, etc
1. Patent, Trademarks and Copyrights
Machinery and equipment of the VESSEL may bear the patent number, trademarks or trade names of the manufactures.
The BUILDER shall defend and save harmless the BUYER from patent liability or claims of patent infringement of any nature or kind, including costs and expenses from, or on account of any patented or patentable invention made or used in the performance of this Contract and also including costs and expenses of litigation, if any. Nothing contained herein shall be constructed as transferring an patent or trademark rights or copyright in equipment covered by this Contract, and all such rights are hereby expressly reserved to the true and lawful owners thereof. The BUILDER’s warranty hereunder does not extend to the BUYER’s Suplies. 2. General Plans, Specifications and Working Drawings The BUILDER retains all rights with respect to the Specifications, and plans and working drawings, technical descriptions, calculations test results and other data, information and documents concerning the design and construction of the VESSEL and the BUYER undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without the prior written consent of the BUILDER, excepting where it is necessary for usual operation, repair and maintenance of the VESSEL.
Article XⅦ Buyer’s supplies
1. Responsibilities of BUYER
(a) The BUYER shall, at its own risk, cost and expense, supply and deliver to the BUILDER all of the items to be furnished by the BUYER as specified in the Specifications(herein called the ‘BUYER’S Supplies’) at the warehouse or other storage of the Shipyard in the proper condition ready for installation in or on the VESSEL, in accordance with the time schedule designated by the BUILDER.
(b) In order to facilitate installation by the BUILDER of the BUYER’S Supplies in or on the VESSEL, the BUYER shall furnish the BUILDER with necessary specifications, plans, drawings, instruction books, manuals, test reports and certificates required by the rules and regulations. The BUYER, if so requested by the BUILDER, shall, without any charge to the BUILDER, cause the representatives of the manufacturers of the BUYER’S Supplies to assist the BUILDER in installation thereof in or on the VESSEL and/or carry out installation thereof by themselves or to make necessary adjustment thereof at the Shipyard.
(c) Any and all of the BUYER’S Supplies shall be subject to the BUILDER’S reasonable right of rejection, as and if they are found to be unsuitable or in improper condition for installation. However, if so requested by the BUYER, the BUILDER may repair or adjust the BUYER’S Supplies without prejudice to the BUILDER’s other rights hereunder and without being responsible for any consequences therefrom. In such case, the BUYER shall reimburse the BUILDER for all costs and expense incurred by the BUILDER in such repair or adjustment and the Delivery Date shall be automatically postponed for a period of time necessary for such repair or replacement.
(d) Should the BUYER fail to deliver any of the BUYER’S Supplies within the time designated, the Delivery Date shall be automatically extended for a period of such delay in delivery. In such event, the BUYER shall be responsible and pay to the BUILDER for all losses and damages incurred by the BUILDER by reason of such delay in delivery of the BUYER’S Supplies and such payment shall be made upon delivery of the VESSEL. If delay in delivery of any of the BUYER’S Supplies exceeds thirty(30) days, then, the BUILDER shall be entitled to proceed with construction of the VESSEL without installation thereof in or on the VESSEL, without prejudice to the BUILDER’S other rights as herein above provide, and the BUYER shall accept and take delivery of the VESSEL so constructed.
2. Responsibility of BUILDER
The BUILDER shall be responsible for storing and handling with reasonable care the BUYER’S supplies after delivery thereof at the Shipyard, and shall at his own cost and expense, install them in or on the VESSEL, unless otherwise provided herein or agreed by the parties hereto, provided, always, that the BUILDER shall not be responsible for quality, efficiency and/or performance of any of the BUILDER’S Supplies.
Article XⅧ Notice
1. Address
Any and all notices and communications in connection with this Contract shall be addressed as follows:
To the BUYER:(地址)
Cable address:
Telex No:
To the BUILDER:(地址)
Cable address: Telex No:
2. Language
Any and all notice and communications in connection with this Contract shall be written in the English Language.
Article XⅨ Effective date of contract This Contract shall become effective as from the date of execution hereof by the BUYER and the BUILDER.
However, in the event that Export license and Construction Permit for the Vessel shall not have been issued by the Japanese Government with days from the date of this Contract, then, in such case, this Contract shall automatically become null and void, unless otherwise mutually agreed in writing between the parties hereto, and the both parties hereto shall be immediately and completely discharged from all of their obligations to each other under this Contract as though this Contract had never been entered into at all.
Article ⅩⅩ Interpretation
1. Laws Applicable
The parties hereto agree that the validity and interpretation of this Contract and of each Article and part thereof shall be governed by the laws of the county where the VESSEL is built.
2. Discrepancies
All general language or requirements embodied in the Specifications are intended to amplify, explain and implement the requirements of this Contract. However, in the event that any language or requirements so embodied permit of an interpretation inconsistent with any provisions of this Contract, then, in each and every such event, the applicable provisions of this Contract shall prevail and govern. The Specifications and plan are also intended to explain each other, and anything shown on the Plan and not stipulated in the Specifications or stipulated in the Specifications and not shown on the Plan shall be deemed and considered as if embodied in both. In the event of conflict between the Specifications and Plan, the Specifications shall prevail and govern.
3. Entire Agreement
This Contract contains the entire agreement and understanding between the parties hereto and supersedes all prior negotiations, representations, undertakings and agreements on any subject matter of this Contract.
Article ⅩⅪ Sundry provisions
It is hereby mutually confirmed that the Contract Price includes the expenses amounting to .￥for design and supply of drawings as the technical services required to be rendered by the BUILDER under this Contract.
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