MEMORANDUM OF AGREEMENT Norwegian Shipbrokers'Association's Memo- randum of Agreement for sale and purchase of ships.Adopted by The Baltie and International Maritime Council (BIMCO)in 1956. Code-name Dated: SALEFORM 1993 Revised1966.1983and198687. hereinafter called the Sellers,have agreed to sell,and 1 hereinafter called the Buyers,have agreed to buy 2 Name: 3 Classification Society/Class: 4 Built: By: 5 Flag: Place of Registration: 6 Call Sign: Grt/Nrt: 7 Register Number: 8 hereinafter called the Vessel,on the following terms and conditions: 9 Definitions 10 "Banking days"are days on which banks are open both in the country of the currency 11 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. 13 a registered letter,telex,telefax or other modern form of written communication. 4 "Classification Society"or "Class"means the Society referred to in line 4. 15 1. Purchase Price 16 2. Deposit 17 As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10 18 (ten per cent)of the Purchase Price within banking days from the date of this 19 Agreement.This deposit shall be placed with 0 and held by them in a joint account for the Sellers and the Buyers,to be released in accordance 1 with joint written instructions of the Sellers and the Buyers.Interest,if any,to be credited to the 22 Buyers.Any fee charged for holding the said deposit shall be borne equally by the Sellers and the Buyers. 24 3.Payment 25 The said Purchase Price shall be paid in full free of bank charges to 26 on delivery of the Vessel,but not later than 3 banking days after the Vessel is in every respect 27 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. 8 4. Inspections 30 a)*The Buyers have inspected and accepted the Vessel's classification records.The Buyers 31 have also inspected the Vessel at/in on 3 and have accepted the Vessel following this inspection and the sale is outright and definite. 3 subject only to the terms and conditions of this Agreement. 34 b)*The Buyers shall have the right to inspect the Vessel's classification records and declare 35 whether same are accepted or not within 36 The Sellers shall provide for inspection of the Vessel at/in 37 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. 38
hereinafter called the Sellers, have agreed to sell, and 1 hereinafter called the Buyers, have agreed to buy 2 Name: 3 Classification Society/Class: 4 Built: By: 5 Flag: Place of Registration: 6 Call Sign: Grt/Nrt: 7 Register Number: 8 hereinafter called the Vessel, on the following terms and conditions: 9 Definitions 10 "Banking days" are days on which banks are open both in the country of the currency 11 stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8. 12 "In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, 13 a registered letter, telex, telefax or other modern form of written communication. 14 "Classification Society" or "Class" means the Society referred to in line 4. 15 1. Purchase Price 16 2. Deposit 17 As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10 % 18 (ten per cent) of the Purchase Price within banking days from the date of this 19 Agreement. This deposit shall be placed with 20 and held by them in a joint account for the Sellers and the Buyers, to be released in accordance 21 with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the 22 Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the 23 Buyers. 24 3. Payment 25 The said Purchase Price shall be paid in full free of bank charges to 26 on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect 27 physically ready for delivery in accordance with the terms and conditions of this Agreement and 28 Notice of Readiness has been given in accordance with Clause 5. 29 4. Inspections 30 a)* The Buyers have inspected and accepted the Vessel's classification records. The Buyers 31 have also inspected the Vessel at/in on 32 and have accepted the Vessel following this inspection and the sale is outright and definite, 33 subject only to the terms and conditions of this Agreement. 34 b)* The Buyers shall have the right to inspect the Vessel's classification records and declare 35 whether same are accepted or not within 36 The Sellers shall provide for inspection of the Vessel at/in 37 The Buyers shall undertake the inspection without undue delay to the Vessel. Should the 38 Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred. 39
The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. 40 During the inspection,the Vessel's deck and engine log books shall be made available for 41 examination by the Buyers.If the Vessel is accepted after such inspection,the sale shall 42 become outright and definite,subject only to the terms and conditions of this Agreement. 43 provided the Sellers receive written notice of acceptance from the Buyers within 72 hours 4 after completion of such inspection. 4 Should notice of acceptance of the Vessel's classification records and of the Vessel not be 4 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. 48 4a)and 4b)are alternatives;delete whichever is not applicable.In the absence of deletions 49 alternative 4a)to apply. 0 5. Notices,time and place of delivery 51 a)The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall 52 provide the Buyers with and days notice of the estimated time of arrival at the intended place of drydocking/underwater inspection/delivery.When the Vessel is at the place of delivery and in every respect physically ready for delivery.in accordance g with this Agreement,the Sellers shall give the Buyers a written Notice of Readiness for delivery. b)The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or 57 anchorage at/in 58 in the Sellers'option. 59 Expected time of delivery: 60 Date of cancelling (see Clauses 5 c),6 b)(iii)and 14): 61 c)If the Sellers anticipate that,notwithstanding the exercise of due diligence by them,the 62 Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in 63 writing stating the date when they anticipate that the Vessel will be ready for delivery and 64 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 7 running 66 days of receipt of the notice or of accepting the new date as the new cancelling date.If the 6 Buyers have not declared their option within 7 running days of receipt of the Sellers' 68 notification or if the Buyers accept the new date.the date proposed in the Sellers'notification 69 shall be deemed to be the new cancelling date and shall be substituted for the cancelling 70 date stipulated in line 61 1 If this Agreement is maintained with the new cancelling date all other terms and conditions 72 hereof including those contained in Clauses 5 a)and 5 c)shall remain unaltered and in full 73 force and effect.Cancellation or failure to cancel shall be entirely without prejudice to any 74 claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by 75 the original cancelling date. 7 d)Should the Vessel become an actual,constructive or compromised total loss before delivery 77 the deposit together with interest earned shall be released immediately to the Buyers 78 whereafter this Agreement shall be null and void. 79 6. Drydocking/Divers Inspection 80 a)**The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the 81 Classification Society of the Vessel's underwater parts below the deepest load line,the 82 extent of the inspection being in accordance with the Classification Society's rules.If the 83 rudder,propeller, bottom or other underwater parts below the deepest load line are found 84 broken.damaged or defective so as to affect the Vessel's class.such defects shall be made 85 good at the Sellers'expense to the satisfaction of the Classification Society without 86 condition/recommendation* b)**(i)The Vessel is to be delivered without drydocking.However,the Buyers shall 88 have the right at their expense to arrange for an underwater inspection by a diver approved 9 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 91 conditions under which it is performed shall be to the satisfaction of the Classification 9
The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. 40 During the inspection, the Vessel's deck and engine log books shall be made available for 41 examination by the Buyers. If the Vessel is accepted after such inspection, the sale shall 42 become outright and definite, subject only to the terms and conditions of this Agreement, 43 provided the Sellers receive written notice of acceptance from the Buyers within 72 hours 44 after completion of such inspection. 45 Should notice of acceptance of the Vessel's classification records and of the Vessel not be 46 received by the Sellers as aforesaid, the deposit together with interest earned shall be 47 released immediately to the Buyers, whereafter this Agreement shall be null and void. 48 * 4a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions, 49 alternative 4a) to apply. 50 5. Notices, time and place of delivery 51 a) The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall 52 provide the Buyers with , , and days notice of the estimated time of arrival at the 53 intended place of drydocking/underwater inspection/delivery. When the Vessel is at the place 54 of delivery and in every respect physically ready for delivery in accordance with this 55 Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery. 56 b) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or 57 anchorage at/in 58 in the Sellers' option. 59 Expected time of delivery: 60 Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 61 c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the 62 Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in 63 writing stating the date when they anticipate that the Vessel will be ready for delivery and 64 propose a new cancelling date. Upon receipt of such notification the Buyers shall have the 65 option of either cancelling this Agreement in accordance with Clause 14 within 7 running 66 days of receipt of the notice or of accepting the new date as the new cancelling date. If the 67 Buyers have not declared their option within 7 running days of receipt of the Sellers' 68 notification or if the Buyers accept the new date, the date proposed in the Sellers' notification 69 shall be deemed to be the new cancelling date and shall be substituted for the cancelling 70 date stipulated in line 61. 71 If this Agreement is maintained with the new cancelling date all other terms and conditions 72 hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full 73 force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any 74 claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by 75 the original cancelling date. 76 d) Should the Vessel become an actual, constructive or compromised total loss before delivery 77 the deposit together with interest earned shall be released immediately to the Buyers 78 whereafter this Agreement shall be null and void. 79 6. Drydocking/Divers Inspection 80 a)** The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the 81 Classification Society of the Vessel's underwater parts below the deepest load line, the 82 extent of the inspection being in accordance with the Classification Society's rules. If the 83 rudder, propeller, bottom or other underwater parts below the deepest load line are found 84 broken, damaged or defective so as to affect the Vessel's class, such defects shall be made 85 good at the Sellers' expense to the satisfaction of the Classification Society without 86 condition/recommendation*. 87 b)** (i) The Vessel is to be delivered without drydocking. However, the Buyers shall 88 have the right at their expense to arrange for an underwater inspection by a diver approved 89 by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their 90 cost make the Vessel available for such inspection. The extent of the inspection and the 91 conditions under which it is performed shall be to the satisfaction of the Classification 92
Society.If the conditions at the port of delivery are unsuitable for such inspection,the 93 Sellers shall make the Vessel available at a suitable alternative place near to the delivery 4 port. 95 (ii) If the rudder. propeller. bottom or other underwater parts below the deepest load line 96 are found broken,damaged or defective so as to affect the Vessel's class,then unless 9 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 tor inspection by the % Classification Society of the Vessel's underwater parts below the deepest load line, the 100 extent of the inspection being in accordance with the Classification Society's rules.If the 101 rudder, propeller. bottom or other underwater parts below the deepest load line are found 102 broken,damaged or defective so as to affect the Vessel's class.such defects shall be made 103 good by the Sellers at their expense to the satisfaction of the Classification Society 104 without condition/recommendation* In such event the Sellers are to pay also for the cost of 105 the underwater inspection and the Classification Society's attendance. 106 (im）If the Vessel is to be drydocked pursuant to Clause 6 b)(ii)and no suitable dry- 107 docking facilities are available at the port of delivery,the Sellers shall take the Vessel 108 to a port where suitable drydocking facilities are available.whether within or outside the 109 delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver 110 the Vessel at a port within the delivery range as per Clause 5 b)which shall,for the 111 purpose of this Clause,become the new port of delivery.In such event the cancelling date 112 provided for in Clause 5 b)shall be extended by the additional time required for the 113 drydocking and extra steaming,but limited to a maximum of 14 running days. 114 c If the Vessel is drydocked pursuant to Clause 6 a)or 6 b)above 115 the Classification Society may require survey of the tailshaft system. the extent of 116 the survey being to the satisfaction of the Classification surveyor. If such survey is not 117 required by the Classification Society,the Buyers shall have the right to require the tailshaft 118 to be drawn and surveyed by the Classification Society,the extent of the survey being in119 accordance with the Classification Society's rules for tailshaft survey and consistent with 120 the current stage of the Vessel's survey cycle.The Buyers shall declare whether they 121 require the tailshaft to be drawn and surveyed not later than by the completion of the 122 inspection by the Classification Society.The drawing and refitting of the tailshaft shall be 123 arranged by the Sellers. Should any parts of the tailshaft system be condemned or found 124 defective so as to affect the Vessel's class,those parts shall be renewed or made good at 125 the Sellers'expense to the satisfaction of the Classification Society without 126 condition/recommendation* 127 (i） the expenses relating to the survey of the tailshaft system shall be borne 128 by the Buyers unless the Classification Society requires such survey to be carried out,in 129 which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses 130 if the Buyers require the survey and parts of the system are condemned or found defective 131 or broken so as to affect the Vessel's class* 132 (iii)the expenses in connection with putting the Vessel in and taking her out of 133 drydock,including the drydock dues and the Classification Society's fees shall be paid by 134 the Sellers if the Classification Society issues any condition/recommendation* as result 135 of the survey or if it requires survey of the tailshaft system.In all other cases the Buyers 136 shall pay the aforesaid expenses,dues and fees. 137 (iv)the Buyers' representative shall have the right to be present ：in the drydock, but 138 without interfering with the work or decisions of the Classification surveyor. 139 () the Buyers shall have the right to have the underwater parts of the Vessel 140 cleaned and painted at their risk and expense without interfering with the Sellers'or the 141 Classification surveyor's work,if any,and without affecting the Vessel's timely delivery.If, 142 however,the Buyers'work in drydock is still in progress when the Sellers have 143 completed the work which the Sellers are required to do.the additional docking time 144 needed to complete the Buyers'work shall be for the Buyers'risk and expense.In the event 145 that the Buyers'work requires such additional time,the Sellers may upon completion of the 146 Sellers'work tender Notice of Readiness for delivery whilst the Vessel is still in drydock 147 and the Buyers shall be obliged to take delivery in accordance with Clause 3,whether 148 the Vessel is in drydock or not and irrespective of Clause 5 b). 149 Notes,if any,in the surveyor's report which are accepted by the Classification Society 150 without condition/recommendation are not to be taken into account 151
Society. If the conditions at the port of delivery are unsuitable for such inspection, the 93 Sellers shall make the Vessel available at a suitable alternative place near to the delivery 94 port. 95 (ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line 96 are found broken, damaged or defective so as to affect the Vessel's class, then unless 97 repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers 98 shall arrange for the Vessel to be drydocked at their expense for inspection by the 99 Classification Society of the Vessel's underwater parts below the deepest load line, the 100 extent of the inspection being in accordance with the Classification Society's rules. If the 101 rudder, propeller, bottom or other underwater parts below the deepest load line are found 102 broken, damaged or defective so as to affect the Vessel's class, such defects shall be made 103 good by the Sellers at their expense to the satisfaction of the Classification Society 104 without condition/recommendation*. In such event the Sellers are to pay also for the cost of 105 the underwater inspection and the Classification Society's attendance. 106 (iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry- 107 docking facilities are available at the port of delivery, the Sellers shall take the Vessel 108 to a port where suitable drydocking facilities are available, whether within or outside the 109 delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver 110 the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the 111 purpose of this Clause, become the new port of delivery. In such event the cancelling date 112 provided for in Clause 5 b) shall be extended by the additional time required for the 113 drydocking and extra steaming, but limited to a maximum of 14 running days. 114 c) If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above 115 (i) the Classification Society may require survey of the tailshaft system, the extent of 116 the survey being to the satisfaction of the Classification surveyor. If such survey is not 117 required by the Classification Society, the Buyers shall have the right to require the tailshaft 118 to be drawn and surveyed by the Classification Society, the extent of the survey being in 119 accordance with the Classification Society's rules for tailshaft survey and consistent with 120 the current stage of the Vessel's survey cycle. The Buyers shall declare whether they 121 require the tailshaft to be drawn and surveyed not later than by the completion of the 122 inspection by the Classification Society. The drawing and refitting of the tailshaft shall be 123 arranged by the Sellers. Should any parts of the tailshaft system be condemned or found 124 defective so as to affect the Vessel's class, those parts shall be renewed or made good at 125 the Sellers' expense to the satisfaction of the Classification Society without 126 condition/recommendation*. 127 (ii) the expenses relating to the survey of the tailshaft system shall be borne 128 by the Buyers unless the Classification Society requires such survey to be carried out, in 129 which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses 130 if the Buyers require the survey and parts of the system are condemned or found defective 131 or broken so as to affect the Vessel's class*. 132 (iii) the expenses in connection with putting the Vessel in and taking her out of 133 drydock, including the drydock dues and the Classification Society's fees shall be paid by 134 the Sellers if the Classification Society issues any condition/recommendation* as a result 135 of the survey or if it requires survey of the tailshaft system. In all other cases the Buyers 136 shall pay the aforesaid expenses, dues and fees. 137 (iv) the Buyers' representative shall have the right to be present in the drydock, but 138 without interfering with the work or decisions of the Classification surveyor. 139 (v) the Buyers shall have the right to have the underwater parts of the Vessel 140 cleaned and painted at their risk and expense without interfering with the Sellers' or the 141 Classification surveyor's work, if any, and without affecting the Vessel's timely delivery. If, 142 however, the Buyers' work in drydock is still in progress when the Sellers have 143 completed the work which the Sellers are required to do, the additional docking time 144 needed to complete the Buyers' work shall be for the Buyers' risk and expense. In the event 145 that the Buyers' work requires such additional time, the Sellers may upon completion of the 146 Sellers' work tender Notice of Readiness for delivery whilst the Vessel is still in drydock 147 and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether 148 the Vessel is in drydock or not and irrespective of Clause 5 b). 149 * Notes, if any, in the surveyor's report which are accepted by the Classification Society 150 without condition/recommendation are not to be taken into account. 151
★ 6 a)and 6 b)are alternatives;delete whichever is not applicable.In the absence of deletions,152 alternative 6 a)to apply. 153 7. Spares/bunkers,etc. 154 The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on 155 shore.All spare parts and spare equipment including spare tail-end shaft(s)and/or spare 156 propeller(s)/propeller blade(s).if any,belonging to the Vessel at the time of inspection used or 157 unused,whether on board or not shall become the Buyers'property,but spares on order are to be 158 excluded.Forwarding charges,if any,shall be for the Buyers'account.The Sellers are not required to 159 replace spare parts including spare tail-end shaft(s)and spare propeller(s)/propeller blade(s)which 160 are taken out of spare and used as replacement prior to delivery,but the replaced items shall be the 161 property of the Buyers.The radio installation and navigational equipment shall be included in the sale 162 without extra payment if they are the property of the Sellers.Unused stores and provisions shall be 163 included in the sale and be taken over by the Buyers without extra payment. 164 The Sellers have the right to take ashore crockery,plates,cutlery,linen and other articles bearing the 165 Sellers'flag or name,provided they replace same with similar unmarked items.Library,forms,etc.,166 exclusively for use in the Sellers'vessel(s).shall be excluded without compensation.Captain's.167 Officers'and Crew's personal belongings including the slop chest are to be excluded from the sale,168 as well as the following additional items (including items on hire): 169 The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and 170 sealed drums and pay the current net market price (excluding barging expenses)at the port and date 171 of delivery of the Vessel 2 Payment under this Clause shall be made at the same time and place and in the same currency as 173 the Purchase Price. 174 8.Documentation 175 The place of closing 176 In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery 177 documents,namely: 178 a)Legal Bill of Sale in a form recordable in (the country in which the Buyers are 179 to register the Vessel),warranting that the Vessel is free from all encumbrances,mortgages 180 and maritime liens or any other debts or claims whatsoever,duly notarially attested and 181 legalized by the consul of such country or other competent authority. 182 Current Certificate of Ownership issued by the competent authorities of the flag state of 183 the Vessel. 184 c) Confirmation of Class issued within 72 hours prior to delivery 185 d) Current Certificate issued by the competent authorities stating that the Vessel is free from 186 registered encumbrances. 187 e Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of 188 deletion appropriate to the Vessel's registry at the time of delivery,or,in the event that the 189 registry does not as a matter of practice issue such documentation immediately,a written 190 undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a 191 Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 192 (four)weeks after the Purchase Price has been paid and the Vessel has been delivered. 193 Any such additional documents as may reasonably be required by the competent authorities 194 for the purpose of registering the Vessel,provided the Buyers notify the Sellers of any such 195 documents as soon as possible after the date of this Agreement. 196 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of 197 Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the 198 Buyers. 199
** 6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions, 152 alternative 6 a) to apply. 153 7. Spares/bunkers, etc. 154 The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on 155 shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare 156 propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or 157 unused, whether on board or not shall become the Buyers' property, but spares on order are to be 158 excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers are not required to 159 replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which 160 are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the 161 property of the Buyers. The radio installation and navigational equipment shall be included in the sale 162 without extra payment if they are the property of the Sellers. Unused stores and provisions shall be 163 included in the sale and be taken over by the Buyers without extra payment. 164 The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the 165 Sellers' flag or name, provided they replace same with similar unmarked items. Library, forms, etc., 166 exclusively for use in the Sellers' vessel(s), shall be excluded without compensation. Captain's, 167 Officers' and Crew's personal belongings including the slop chest are to be excluded from the sale, 168 as well as the following additional items (including items on hire): 169 The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and 170 sealed drums and pay the current net market price (excluding barging expenses) at the port and date 171 of delivery of the Vessel. 172 Payment under this Clause shall be made at the same time and place and in the same currency as 173 the Purchase Price. 174 8. Documentation 175 The place of closing: 176 In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery 177 documents, namely: 178 a) Legal Bill of Sale in a form recordable in (the country in which the Buyers are 179 to register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages 180 and maritime liens or any other debts or claims whatsoever, duly notarially attested and 181 legalized by the consul of such country or other competent authority. 182 b) Current Certificate of Ownership issued by the competent authorities of the flag state of 183 the Vessel. 184 c) Confirmation of Class issued within 72 hours prior to delivery. 185 d) Current Certificate issued by the competent authorities stating that the Vessel is free from 186 registered encumbrances. 187 e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of 188 deletion appropriate to the Vessel's registry at the time of delivery, or, in the event that the 189 registry does not as a matter of practice issue such documentation immediately, a written 190 undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a 191 Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 192 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. 193 f) Any such additional documents as may reasonably be required by the competent authorities 194 for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such 195 documents as soon as possible after the date of this Agreement. 196 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of 197 Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the 198 Buyers. 199
At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s)as well as all 200 plans etc.,which are on board the Vessel.Other certificates which are on board the Vessel shall also 201 be handed over to the Buyers unless the Sellers are required to retain same,in which case the 202 Buyers to have the right to take copies.Other technical documentation which may 203 be in the Sellers'possession shall be promptly forwarded to the Buyers at their expense,if they so 204 request.The Sellers may keep the Vessel's log books but the Buyers to have the right to take 205 copies of same. 206 9. Encumbrances 207 The Sellers warrant that the Vessel,at the time of delivery,is free from all charters,encumbrances,208 mortgages and maritime liens or any other debts whatsoever.The Sellers hereby undertake 209 to indemnify the Buyers against all consequences of claims made against the Vessel which have 210 been incurred prior to the time of delivery. 211 10.Taxes,etc. 212 Any taxes,fees and expenses in connection with the purchase and registration under the Buyers'flag 213 shall be for the Buyers'account,whereas similar charges in connection with the closing of the Sellers'214 register shall be for the Sellers'account. 215 11.Condition on delivery 216 The Vessel with everything belonging to her shall be at the Sellers'risk and expense until she is 217 delivered to the Buyers.but subject to the terms and conditions of this Agreement she shall be 218 delivered and taken over as she was at the time of inspection,fair wear and tear excepted. 219 However.the Vessel shall be delivered with her class maintained without condition/recommendation*.220 free of average damage affecting the Vessel's class,and with her classification certificates and 221 national certificates,as well as all other certificates the Vessel had at the time of inspection,valid and 222 unextended without condition/recommendation*by Class or the relevant authorities at the time of 223 delivery. 224 "Inspection"in this Clause 11,shall mean the Buyers'inspection according to Clause 4 a)or 4 b),if 225 applicable,or the Buyers'inspection prior to the signing of this Agreement.If the Vessel is taken over 226 without inspection,the date of this Agreement shall be the relevant date. 227 Notes,if any,in the surveyor's report which are accepted by the Classification Society 228 without condition/recommendation are not to be taken into account. 229 12.Name/markings 230 Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings 231 13.Buvers'default 232 Should the deposit not be paid in accordance with Clause 2,the Sellers have the right to cancel this 233 Agreement,and they shall be entitled to claim compensation for their losses and for all expenses 234 incurred together with interest. 235 Should the Purchase Price not be paid in accordance with Clause 3,the Sellers have the right to 236 cancel the Agreement,in which case the deposit together with interest earned shall be released to the 237 Sellers.If the deposit does not cover their loss,the Sellers shall be entitled to claim further 238 compensation for their losses and for all expenses incurred together with interest. 239 14.Sellers'default 240 Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a)or fail to be ready 241 to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have 242 the option of cancelling this Agreement provided always that the Sellers shall be granted a 243 maximum of 3 banking days after Notice of Readiness has been given to make arrangements 244 for the documentation set out in Clause 8.If after Notice of Readiness has been given but before 245 the Buyers have taken delivery,the Vessel ceases to be physically ready for delivery and is not 246 made physically ready again in every respect by the date stipulated in line 61 and new Notice of 247
At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all 200 plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also 201 be handed over to the Buyers unless the Sellers are required to retain same, in which case the 202 Buyers to have the right to take copies. Other technical documentation which may 203 be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so 204 request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take 205 copies of same. 206 9. Encumbrances 207 The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, 208 mortgages and maritime liens or any other debts whatsoever. The Sellers hereby undertake 209 to indemnify the Buyers against all consequences of claims made against the Vessel which have 210 been incurred prior to the time of delivery. 211 10. Taxes, etc. 212 Any taxes, fees and expenses in connection with the purchase and registration under the Buyers' flag 213 shall be for the Buyers' account, whereas similar charges in connection with the closing of the Sellers' 214 register shall be for the Sellers' account. 215 11. Condition on delivery 216 The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is 217 delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be 218 delivered and taken over as she was at the time of inspection, fair wear and tear excepted. 219 However, the Vessel shall be delivered with her class maintained without condition/recommendation*, 220 free of average damage affecting the Vessel's class, and with her classification certificates and 221 national certificates, as well as all other certificates the Vessel had at the time of inspection, valid and 222 unextended without condition/recommendation* by Class or the relevant authorities at the time of 223 delivery. 224 "Inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4 a) or 4 b), if 225 applicable, or the Buyers' inspection prior to the signing of this Agreement. If the Vessel is taken over 226 without inspection, the date of this Agreement shall be the relevant date. 227 * Notes, if any, in the surveyor's report which are accepted by the Classification Society 228 without condition/recommendation are not to be taken into account. 229 12. Name/markings 230 Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings. 231 13. Buyers' default 232 Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this 233 Agreement, and they shall be entitled to claim compensation for their losses and for all expenses 234 incurred together with interest. 235 Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to 236 cancel the Agreement, in which case the deposit together with interest earned shall be released to the 237 Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim further 238 compensation for their losses and for all expenses incurred together with interest. 239 14. Sellers' default 240 Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready 241 to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have 242 the option of cancelling this Agreement provided always that the Sellers shall be granted a 243 maximum of 3 banking days after Notice of Readiness has been given to make arrangements 244 for the documentation set out in Clause 8. If after Notice of Readiness has been given but before 245 the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not 246 made physically ready again in every respect by the date stipulated in line 61 and new Notice of 247
Readiness given,the Buyers shall retain their option to cancel.In the event that the Buyers elect 248 to cancel this Agreement the deposit together with interest earned shall be released to them 249 immediately. 250 Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready 251 to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for 252 their loss and for all expenses together with interest if their failure is due to proven 253 negligence and whether or not the Buyers cancel this Agreement. 254 15. Buyers'representatives 255 After this Agreement has been signed by both parties and the deposit has been lodged,the Buyers 256 have the right to place two representatives on board the Vessel at their sole risk and expense upon 257 arrival at on or about 258 These representatives are on board for the purpose of familiarisation and in the capacity of 259 observers only,and they shall not interfere in any respect with the operation of the Vessel.The 260 Buyers'representatives shall sign the Sellers'letter of indemnity prior to their embarkation. 261 16.Arbitration 262 a)* This Agreement shall be governed by and construed in accordance with English law and 263 any dispute arising out of this Agreement shall be referred to arbitration in London in 264 accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or 265 re-enactment thereof for the time being in force.one arbitrator being appointed by each 266 party.On the receipt by one party of the nomination in writing of the other party's arbitrator, 267 that party /shall appoint their arbitrator within fourteen days,failing which the decision of the 268 single arbitrator appointed shall apply.If two arbitrators properly appointed shall not agree 269 they shall appoint an umpire whose decision shall be final 270 b)*This Agreement shall be governed by and construed in accordance with Title 9 of the 271 United States Code and the Law of the State of New York and should any dispute arise out of 272 this Agreement,the matter in dispute shall be referred to three persons at New York,one to 273 be appointed by each of the parties hereto,and the third by the two so chosen;their 274 decision or that of any two of them shall be final,and for purpose of enforcing any award,this 275 Agreement may be made a rule of the Court. 276 The proceedings shall be conducted in accordance with the rules of the Society of Maritime 277 Arbitrators.Inc.New York. 278 c)*Any dispute arising out of this Agreement shall be referred to arbitration at 279 subject to the procedures applicable there. 280 The laws of shall govern this Agreement 281 16 a),16 b)and 16 c)are alternatives;delete whichever is not applicable.In the absence of 282 deletions,alternative 16 a)to apply. 283
Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect 248 to cancel this Agreement the deposit together with interest earned shall be released to them 249 immediately. 250 Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready 251 to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for 252 their loss and for all expenses together with interest if their failure is due to proven 253 negligence and whether or not the Buyers cancel this Agreement. 254 15. Buyers' representatives 255 After this Agreement has been signed by both parties and the deposit has been lodged, the Buyers 256 have the right to place two representatives on board the Vessel at their sole risk and expense upon 257 arrival at on or about 258 These representatives are on board for the purpose of familiarisation and in the capacity of 259 observers only, and they shall not interfere in any respect with the operation of the Vessel. The 260 Buyers' representatives shall sign the Sellers' letter of indemnity prior to their embarkation. 261 16. Arbitration 262 a)* This Agreement shall be governed by and construed in accordance with English law and 263 any dispute arising out of this Agreement shall be referred to arbitration in London in 264 accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or 265 re-enactment thereof for the time being in force, one arbitrator being appointed by each 266 party. On the receipt by one party of the nomination in writing of the other party's arbitrator, 267 that party shall appoint their arbitrator within fourteen days, failing which the decision of the 268 single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree 269 they shall appoint an umpire whose decision shall be final. 270 b)* This Agreement shall be governed by and construed in accordance with Title 9 of the 271 United States Code and the Law of the State of New York and should any dispute arise out of 272 this Agreement, the matter in dispute shall be referred to three persons at New York, one to 273 be appointed by each of the parties hereto, and the third by the two so chosen; their 274 decision or that of any two of them shall be final, and for purpose of enforcing any award, this 275 Agreement may be made a rule of the Court. 276 The proceedings shall be conducted in accordance with the rules of the Society of Maritime 277 Arbitrators, Inc. New York. 278 c)* Any dispute arising out of this Agreement shall be referred to arbitration at 279 , subject to the procedures applicable there. 280 The laws of shall govern this Agreement. 281 * 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of 282 deletions, alternative 16 a) to apply. 283
