出口船舶外销合同

MEMORANDUM OF AGREEMENT Dated: 18th JUN 2009 Contract No.: MOA/VP-TB/001-09 Norwegian Shipbrokers' Association's Memo-randum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) IN 1956. SALEFORM 1993 Revised 1966, 1983 and 1986/87     ZHEJIANG TIANBO IMP.& EXP.CO.,LTD, having its registered address at D SECTION 21ST FLOOR,NEW TAIZHOU MANSION TAIZHOU ECONOMIC DEVELOPMENT AREA,ZHEJIANG,CHINA as per the Power of Attorney attached with this Memorandum of Agreement (MOA) hereinafter called the Sellers, have agreed to sell, and HONGKONG TENG HANG INT’L MARINE TRANSPORTATION LIMITED, having its registered address at Room 1410, HO KING COMMERCIAL CENTRE, 2-16 Fa Yuen Street, Kowloon, Hongkong 浙江天博进出口有限公司，注册地址:浙江省台州市经济开发区新台州大厦23D,（根据该MOA的附件---授权书）以下称为“卖方”，同意出售，并 香港腾航国际海运有限公司，注册地址：香港九龙花园街2-16，好景商业中心#1410，以下称为“买方”，同意购买， 1 hereinafter called the Buyers, have agreed to buy 2 Name: TENG HANG Hull No.: DFC08068 / BV Register No.: 12909J / IMO No.: 9554884 3 Classification Society / Class: Bureau Veritas (BV). 4 Built: 2008 by: Ning bo Dong fang Shipyard Co., Ltd. 5 Flag: HONG KONG Place of Registration: 注册地 ：HONG KONG 6 Call sign: TENG HANG Gross Tonnage/Nett Tonnage: 21904/11919 7 Register number: HK-2949 ( Officail 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 stipulated for the Purchase price in Clause 1 and in the place of closing stipulated in Clause 8. 11 12 “In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telex, tealeaf of other modern form of written communication. 13 14 “Classification Society” or “Class” means the Society referred to in line 4. 15 1. Purchase Price 船价 USD 21850000 in full / FOB Ningbo, China. 船价：21850000 美元 16 2. Deposit (Payment In Advance) 定金（预付款） 17 As a security for the correct fulfilment of this Agreement the Buyers shall pay a deposit which is to be treated as “Payment In Advance” to the Sellers’ nominated account(s) as follows: i. USD 8000000 out of the Purchase Price do not later June 15th 2010 to seller. ii. USD 10850000out of the Purchase Price before ten (10) banking days prior to the Inspection date which is determined by the Sellers official written Notice of Readiness as per stipulated in Clause 4. 为保证本 协议 离婚协议模板下载合伙人协议 下载渠道分销协议免费下载敬业协议下载授课协议下载 的履行，买方应按如下方式支付预付款到卖方指定的帐户： 1、 船款中的USD 8000000 应在2010年6月15日之前支付给卖方 2、 船款中的USD10850000应在根据卖方在本协议第4条中规定的书面正式准检验通知中确定的检验日期前的10个银行工作日支付给卖方。 18 19 20 21 22 23 24 3. Payment 货款 25 The remaining balance amount of USD _3000000_ (United States Dollars Three Million only) of the purchase money shall be made against the Sellers’ presentation of the Protocol of Delivery and Acceptance of the vessel being duly signed by authorized representatives of the Buyers and the Sellers at the time of Delivery of the Vessel to the Sellers’ nominated account(s). 剩余的 叁 百万美元在交船时，双方授权代 表 关于同志近三年现实表现材料材料类招标技术评分表图表与交易pdf视力表打印pdf用图表说话 pdf 签署交接书时支付给卖方。 26 27 28 29 4. Inspections 检验 30 a)* The Buyers have inspected at NINGBO, China on 31th Aug. 2010 and accepted the Vessel’s condition, classification records, specifications following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement. The attached documents related to specifications of the vessel are integral parts of this Agreement. 买方已于2010年8月31日在宁波检验过该船，接受船的现状、船级记录及规格书，因此该买卖是确定的，并遵循该MOA的条款。 31 32 33 34       b)* The Buyers shall have the right to inspect the vessel's classification records and declare whether same are accepted or not within 35 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. The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. During the inspection, the Vessel’s deck and engine log books shall be made available for examination by the Buyers. If the Vessel is accepted after such inspection, the sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided the Sellers receive written notice of acceptance from the Buyers within 72 hours after completion of such inspection. 38 39 40 41 42 43 44 45   Should notice of acceptance of the Vessel’s classification records and of the Vessel not be received by the Sellers as aforesaid, the deposit together with interest earned shall be released immediately to the Buyers, whereafter this Agreement shall be null and void. 46 47 48 * 4a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4a) to apply. 49 50 5. Notices, time and place of delivery 交接通知、时间和地点 51 a) The Sellers shall keep the Buyers well informed of the Vessel’s delivery readiness status and shall provide the Buyers with 30, 20, 15, 10, and 5 days notice of the estimated time of delivery. When the Vessel is at the place of delivery and in every respect physically and documentally ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery. 卖方应随时通知买方该船之确实船期并应提供买方提前30，20，15 ，10 ,5 日之完成船舶交船准备的书面通知。当船舶抵达交船地并依合约规定完成交船准备后，卖方应给予买方完成交船准备书面通知。 52 53 54 55 56 b) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage in ZHOU SHAN China. 57 58   in the Sellers’ option. 卖方可以选择在中国,舟山的安全以及可行的锚地或者泊位交船。 59   Expected time of delivery lastest:30th .Dec 2010 预定交船时间 : 2010年12月30日 If the Sellers cannot deliver the Vessel to Buyers for whatever reasons on or before the 30th,Oct.2010, the Sellers shall have to pay LATE DELIVERY PENALTY CHARGE to the Buyers at rate of USD 200 / day (United States dollars five thousand per day). The “Late Delivery Penalty Charges” (if any) shall be calculated and directly deducted into the Final payment amount of the Purchase Price on delivery of the Vessel. 不管是由于什么原因，如果卖方在2011年1月30日之前无法交船，卖方应支付罚款给买方，每天 200 美元。 如果有罚款，那么直接在最后一期的船款中扣除。 60   Date of cancelling (see Clauses 5c), 6b) (iii) and 14): 30th Jan, 2011 in Buyers’ option. 取消日期：2011年1月30日，由买方选择。 61 c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date or of calling for a meeting between Sellers and Buyers for further negotiation on the issue. If the Buyers have not declared their option within 7 running days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. 62 63 64 65 66 67 68 69 70 71   If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in clauses 5a) and 5c) shall remain unaltered and in full force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling date. 如果卖方预期即使尽全力配合，该船仍无法在解约期限前完成交船准备，则卖方应以书面通知买方可能之交船日期，并建议一个新的解约期限。买方可于收到通知后七个工作日内依合约第十四款之规定选择取消合约或接受新的解约期限，或者是要求双方就该问题进行一次会议磋商。若买方未于七日内宣布决定，则卖方于书面建议之日期应被视为新的解约期限并替代合约61行之规定。 如果合约更改解约期限并继续生效，则所有的其他条款和条件，包括5 a)和5 c)均将维持不变且自始有效。无论取消合约与否，将完全不影响买家依合约十四款中因船东未于原来之交船日前完成交船准备导致买方权益受损时向卖方提出损害求偿权。 72 73 74 75 76 d) Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit (payment in advance) as stipulated in Clause 2 of this Agreement together with interest earned shall be released immediately back to the Buyers without any delay and excuse whereafter this Agreement shall be null and void. 如果该船舶于交船前发生全损或推定全损或视同全损，前述之订金连同利息以及买方已支付的预付款应立即退还给买方,且该合约至此无效。 77 78 79 6. Drydocking/Divers Inspection 干坞/潜水检查 80 a)** The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the Sellers’ expense to the satisfaction of the Classification Society without condition/recommendation*. 81 82 83 84 85 86 87 b)** (i) The Vessel is to be delivered without drydocking. However, the Buyers shall have the right at their expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their cost make the Vessel available for such inspection. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the port of delivery are unsuitable for such inspection, the Sellers shall make the Vessel available at a suitable alternative place near to the delivery port. Buyers should confirm whether they will need an underwater inspection to be carried out once Sellers give 5 days notice of delivery. 船舶不用进坞上架，但买方有权于交船前自费安排经由船级社认可之潜水员潜水检验船底。卖方则应负责安排船舶以利于检验。检查之范围和条件须符合船级社要求。如果交船港的条件不适合潜水检查，卖方应安排将船开至离交船港较近之合适港口以利检查。买方必须在发出05日交船通知时确认是否要做水下检验。 88 89 90 91 92 93 94 95   (ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, then unless repairs can be carried out afloat to the satisfaction of the Classification society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other underwater parts are found broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made good by the Sellers at their expense to the satisfaction of the Classification Society without condition/recommendation*. In such event the Sellers are to pay also for the cost of the underwater inspection and the Classification Society’s attendance. 如果该船的船舵、推进器、船底或最深水线以下部份发现破损，毁坏或缺点足以影响船舶之船级，除非此缺失可在海上修复至符合船级社要求，否则卖方应自费安排该船进坞接受船级社检查该船最深水线以下部份,检查范围须符合船级协会之规定。如果发现该船的船舵、推进器、船底或最深水线以下部份有破损，毁坏或缺点足以影响船舶之船级，则卖方应负责修复此缺失至符合船级协会之要求*。此时卖方应负担潜水检验费和船级协会派员出席费。 96 97 98 99 100 101 102 103 104 105 106   (iii) If the Vessel is to be drydocked pursuant to Clause 6b) (ii) and no suitable drydocking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5b). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5b) which shall, for the purpose of this Clause, become the new port of delivery. In such event the cancelling date provided for in Clause 5b) shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of 21 running days. 如果依据合约第六款b)(ii)之规定，该船必须进坞上架，但交船港又无合适之船坞，则卖方应将船开往有合适船坞处，不论该处是否在合约第五款b)所列之交船范围内。一但完成上架修理，船东应依合约第五款b)所列之交船港交船。在此情况下，该船进坞期间和开往交船港所需之时间均应算入合约期间内，但最多不超过21个工作日。 107 108 109 110 111 112 113 114 c) If the Vessel is drydocked pursuant to Clause 6a) or b) above 115   the Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the right to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ expense to the satisfaction of the Classification Society without condition/recommendation*. 116 117 118 119 120 121 122 123 124 125 126 127 (ii) the expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out, in which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses if the Buyers require the survey and parts of the system are condemned or found defective or broken so as to affect the Vessel’s class*. 128 129 130 131 132   (iii) the expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society’s fees shall be paid by the Sellers if the Classification society issues any condition/recommendation* as a result of the survey or if it requires survey of the tailshaft system. In all other cases the Buyer shall pay the aforesaid expenses, dues and fees. 133 134 135 136 137   (iv) the Buyers’ representative shall have the right to be present in the drydock, but without interfering with the work or decisions of the Classification surveyor. 138 139   (v) the Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk and expense without interfering with the Sellers’ or the Classification surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers’ work shall be for the Buyers’ risk and expense. In the event that the Buyers’ work requires such additional time, the Sellers may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether the Vessel is in drydock or not and irrespective of Clause 5b). 140 141 142 143 144 145 146 147 148 149 * Notes, if any, in the surveyor’s reports which are accepted by the Classification Society without condition/recommendation are not to be taken into account. 150 151 ** 6a) and 6b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6a) to apply. 152 153 7. Spares/bunkers etc. 备件/油料等 154   The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused, whether on board or at shore shall become the Buyers' property, but spares on order are to be excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. The radio installation and navigational equipment shall be included in the sale without extra payment if they are the property of the Sellers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment. Sellers also to provide Buyers with a list of minimum spare parts requirement of Bureau Veritas - BV (if any) and a list of all spare parts belonging to the vessel prior to delivery. 155 156 157 158 159 160 161 162 163 164   The Sellers must supply onboard crockery, plates, cutlery, linen and other alike articles. Library, forms, etc., exclusively for use in the Sellers’ vessel(s), shall be excluded without compensation. Captain’s Officers’ and Crew’s personal belongings including the slop chest are to be excluded from the sale, as well as any hired items. Such hired items to be proven by copies of hiring agreements, which to be shown to the Buyers prior delivery and removal from ship 165 166 167 168 169   The buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and sealed drums and pay at Sellers last net purchase prices supported by invoices at the date of delivery of the vessel. 170 171 172   Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price. 属于该船之任何物品，包括船上及岸上的（包括船用书籍）均应一并交给买方。所有的备用零件和备用设备，如果验船时船上有备用尾轴和/或备用推进器/备用螺旋桨翼，任何配备，不论用过与否或交船时是否在船上均应视为买家的财产，但订购中之备用品除外。备用品之运送费用应由买方负担。交船前所必须之备用零件的使用及更换(包括备用尾轴和/或备用推进器/备用螺旋桨翼)，卖方无须再补充，但替换过之对象视为买方之财物。所有的无线电/导航设备只要是属于卖方财物，均须一并交给买方而无需支付额外款项。未用过之零件和补给亦应包含在买卖内一并交给买方而无需支付额外款项。 在交船前，卖方应提供一份BV船级社要求的船上备用品的最低要求清单（若有）。 卖方必须提供船上用的陶器/盘子/叉具/麻线及其他物品。图书馆/模具等卖方船舶专用的东西不在需提供的物品之内，且不需补偿。船长/工作人员/海员的私人物品（如衣物杂用品箱）及租用物品不在出售范围之内。交船及起航前，应出具租赁协议的复印件来证明上述物品确实为租用物品。 买方须额外支付船上剩余之燃料油及未开封和存于油舱内尚未使用之润滑油和未用之库存品和补给品。该款项以在交船时交船地之市场价格支付 (不包括驳船费)。此付款需于交船时以与购船相同之币种同时支付与卖方。 173 174         8. Documentation 文件 175 The place of closing is BANK OF CHINA TAIZHOU Branch (JIEFANG NAN LU JIAOJIANG TAIZHOU ZHEJIANG CHINA). At the closing the Sellers to hand the Buyers all documents that may be reasonably required by the Buyers for the transfer of title and flag of the Vessel, such documents are listed in this MOA and shall be requested by the Buyers whenever they are needed. The Sellers have to assist the Buyers in the pre-registration formalities by supplying copies of certification and copies of documentation as required at least 10 (ten) working days prior to the arrival of the Vessel at the delivery port. 交接地:中国银行台州分行（JIEFANG NAN LU JIAOJIANG TAIZHOU ZHEJIANG CHINA）。交接时，卖方应向买方递交买方要求的合理的移交船舶的船旗和船名的在MOA中列出的文件。卖方应在船舶预注册手续方面向买方提供帮助，将证书和文件的复印件至少在船舶抵达交接港口前的10个工作日交给买方。 176 In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: 为取得船款，买方应将下列文件交给买方： 177 178 a) Three (03) original sets of Legal Bill of Sale in a form recordable in English, warranting that the Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the Embassy Panama of in China. 经香港驻中国 公证的保证船舶无留置、无抵押和无海事障碍和其他债务的卖契三份 179 180 181 182 b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel 注册当局签发的船舶所有权证书   c) Full set of BV’s Classification Certificates and Statutory Trading Certificates for International Ocean-going tanker as per being stipulated herein and in the attached specifications of this Agreement. 整套BV证书和符合国际远洋油船的法定营运证书 183 184 d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. 由注册当局签发的关于该船无登记障碍的说明或证书 185 e) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 15 (fifteen) days after the Purchase Price has been paid and the Vessel has been delivered. 船舶登记国所签发之注销证明或其他能证明该船于交船时已自原登记国除籍之正式证明文件。若实务上，原注册单位无法立即签发此证明，则卖方须出具保证书保证确实办理船舶除籍，并至迟于交船后收到船款日起15日内提供该船除籍证书或其他正式证明文件予买方。 186 187 188 189 190 191 f) Three (03) original sets of Commercial Invoice (as per Buyers’ provided format) Three (03) original sets of Manifest (as per Buyers’ provided format) 商业发票三份（买方提供格式） 载货单三份（买方提供格式） 192 193 g) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. 其他因办理船舶登记，有关单位所要求之合理文件，但买方应于合约签订后尽快告知卖方。 193 194 h) Warranty Letter as per the Clause 17 根据17条的保修书 195 i) Export Clearance Certificate for the Vessel before the departure of the vessel 船舶清关证明,船舶离港前交付 196 j) Four original sets of confirmation from the Sellers that the Vessel is absolutely free of all burdens on the nature of imposts, taxes or charges imposed by the provice or country of the port of delivery, as well as of all liabilities of the Sellers to its subcontractors, employees and crews and/or all liabilities arising from the building/operation of the Vessel or otherwise, prior to delivery. 卖方出具的保证声明该船无抵押、债务、纠纷或其他登记障碍，以及卖方在建造中与其承包商、员工和船员无任何可能会产生责任关系的声明。（四份）   At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. 197 198 199 At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers’ possession shall be promptly placed onboard for delivery with the vessel. The Sellers may keep the Vessel’s log books but the Buyers to have the right to take copies of the same. One full set of drawings and technical documentation to be delivered on board the Vessel at time of delivery and a second full set of drawings and technical documentation to be forwarded promptly to the Buyers' office at the Sellers expenses. All of the Vessel’s drawings, plans, documents, instructions, postages, markings, etc. must be in English language. 交船时，买卖双方应签订交船 协议书 婚内约定的财产协议书家庭养老协议书pdf意向性划转协议书商业银行关联方授信摔伤一次性补偿协议书 确认卖方交船给买方之时间和地点。 交船时，卖方应交给买方该船上所有的船级证书及船图。除非卖方要求保留，船上的其他证书亦应一并交给买方，但卖方留存之证书，买方有权要求持有影印本。卖方所拥有之机械方面之文件亦应于买方要求时以买方之费用立即交给买方。卖方可以保有该船之航行日志，但买方有权要求持有影印本。 一整套图纸和技术文件应在交接时在船上交给买方，另有一套应由卖方负责邮寄到买方的办公室。 船上所有的图纸、文件、指导手册、标志等必须使用英语。 200 201 202 203 204 205 206 9. Encumbrances 负担 207 The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other debts whatsoever. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which have been incurred prior to the time of delivery. 卖方保证在交船时，该船处于租约、无留置、无抵押和其他的海事障碍及债务等。如果在交船后，该船发生以上情况的纠纷，则由卖方承担责任。 208 209 210 211 10. Taxes etc. 税务等 212 Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account. All taxes, fees and whatsoever paid to Chinese government/authorities related to the sale and purchase shall be for Sellers’ account. 在交船前，与交船会议相关的契税，费用，支出，交船港口费用由卖方支付交船后，任何因买卖该船及换发船旗所生成之税捐及费用，港口费用应由买方负担。所有与买卖有关的应向中国政府/当局缴纳的税、费等应由卖方支付。 213 214 215 11. Conditions on delivery 交船状况 216 The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over fully completed and in full operational conditions. The Vessel shall be delivered and taken over as newly built vessel and fully classed by the Bureau Veritas (BV) Classification with the Class Notation: Class notation: I HULL MACHINERY Bulk carrier CSR BC-A ( holds no 2,4 may be empty) ESP, GRAB［20］ Unrestricted Navigation. VeriSTAR-HULL AUT-UMS MON-SHAFT INWATERSURVEY and, Moreover, the Vessel shall be delivered with her class maintained without any condition/ recommendation*, free of average damage affecting the Vessel’s class, and with her classification certificates and national certificates, as well as all other certificates the Vessel, valid and unextended without any condition/recommendation* by Class or the relevant authorities at the time of delivery. However, interim classification certificates and BV’s international trading certificates, as well as all other certificates of the Vessel had at the time of inspection are accepted but must be clean, valid for at least 5 (five) months from the date of delivery, all continuous Survey Cycles, if any, to be up to date at the time of delivery without any outstanding items. The Vessel to be delivered fully in compliance with latest SOLAS, MARPOL and other IMO regulations as well as all other in force international regulations for this size and type of Vessel. The Vessel to be delivered with all fire fighting equipment in line with the international Fire and Safety Plan regulations. 交船前有关该轮之一切事物均属卖方之责任与费用。但依合约规定该船将以船舶完工，可以正常运作状况下交船。 该船应根据新建船交接并符合BV船级社的要求： 船级符号： I HULL MACH, Bulk carrier CSR BC-A ( holds no 2,4 may be empty) ESP, GRAB ［20］ Unrestricted Navigation. VeriSTAR-HULL AUT-UMS MON-SHAFT INWATERSURVEY 同时，该船应以符合现有船级要求而无任何条件/批注，无影响船级之共同海损之状况下交船，且该船之船级证书，在交船时均应为有效/未展期且无任何条件或批注，在交船时，必须要求至少有5个月有效期。船舶在交接时应符合最新的SOLAS、MARPOL以及其他国际海事组织的规定和其他现行的对该类型船有效的国际公约。 交接时，船舶应根据国际防火 计划 项目进度计划表范例计划下载计划下载计划下载课程教学计划下载 规定装配有防火设备。 217 218 219 220 221 222 223 “Inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4a) or 4b), if applicable, or the Buyers’ inspection prior to the signing of this Agreement. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date. 224 225 226 227 * Notes, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. 228 229 12. Name/markings 船名/标志 230 Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings. 交船时，买方应保证更换船舶之船名及烟囱之标志。 231 13. Buyers’ default 买方违约 232 Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest. 233 234 235 Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to cancel the Agreement, in which case the deposit together with interest earned shall be released to the Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest. 如果订金未依前合约第2条之规定准时存入，卖方有权取销合约并请求赔偿 损失和所有因买卖而发生之费用并加计利息。 如果买方没有根据本 合同 劳动合同范本免费下载装修合同范本免费下载租赁合同免费下载房屋买卖合同下载劳务合同范本下载 第3条的规定支付船款，那卖方有权取消该合同，并没收定金，作为赔款。如果这些定金不足以赔偿卖方的损失，卖方有权要求进一步的赔偿，以及这些其他的一些费用另加利息。 236 237 238 239 14. Sellers’ default 卖方违约 240 Should the Sellers fail to give Notice of Readiness in accordance with Clause 5a) or fail to deliver the Vessel as per this Agreement or fail to be ready to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have the option of cancelling this Agreement provided always that the Sellers shall be granted a maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the documentation set out in Clause 8. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again in every respect by the date stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement the deposit (payment in advance) as stipulated in Clause 2 of this Agreement together with interest earned shall be released immediately back to the Buyers without any delay and excuse from the Sellers. 241 242 243 244 245 246 247 248 249 250 Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence (weather disaster to be excluded), and whether or not the Buyers cancel this Agreement. 如果卖方未能依合约第5a）条的规定发出完成交船准备通知书或未能于合约第61行规定之期限内合法移交船舶，买方有权选择是否取消合约，但前提是必须已给卖方于发出完成交船准备通知书后最多三个银行工作日之时间去安排合约第8条中所需之文件。如果在发出完成交船准备通知书但买家尚未接船前，该船又无法实际交船且亦无法于合约第61行规定之期限再次完成交船准备并改发新的交船通知书，则买方可保留取消合约权。如果买方选择取消合约，则原预付款及滋生之利息以及买方已经支付的预付款应立即退还买方。 如果能够证明由于卖方的疏忽（自然灾害除外）致未能于合约第61行规定之期限内发出完成交船准备通知书或未能合法移交船舶，不论买家是否取消合约，卖方均应赔偿买方的损失和费用并加计利息。如果卖方未能于合约规定之期限内合法移交船舶，买方有权请求得到损失赔偿及费用并加计利息。 251 252 253 254 15. Buyers’ representatives 买方代表 255 After this Agreement has been signed by both parties and the deposit has been lodged, the Sellers must arrange for the Buyers have the right of permanent access and stay onboard the Vessel till the delivery for up to 4 (four) representatives at Buyers’ risks and expenses. 256 257 258 These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers’ representatives shall sign the Sellers’ letter of indemnity prior to their embarkation. 于双方签订买卖合约后及保证金存入后，买方有权在自费及自行承担风险之情况下安排4位代表在交船前一直进入船厂以及上船，观察船舶建造的进度。这些代表不可影响该船之运转。买方代表登轮前须签订保证书。 259 260 261 16. Arbitration 仲裁 262 a)* This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in Hong Kong in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party’s arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. 此合约系依英国法管辖，在香港仲裁，如果有任何纠纷生成，将以伦敦1950和1979仲裁法规包括修订法规和临时条例为依据，双方得各指派一仲裁者。当一方收到另一方以书面通知其指定之仲裁者时，应在14天内亦指派仲裁者，若未能适时指派，则此指派仲裁者亦适用于另一方。如果双方仲裁者未能取得共识，则应指定一公断人做最后之裁决。 263 264 265 266 267 268 269 270 b)* This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the Law of the State of New York and should any dispute arise out of this Agreement, the matter in dispute shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for purpose of enforcing any award, this Agreement may be made a rule of the Court. 271 272 273 274 275 276   The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. New York. 277 278 c)* Any dispute arising out of this Agreement shall be referred to arbitration at , subject to the procedures applicable there 279 280   The laws of shall govern this Agreement. 281 * 16a), 16b) and 16c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16a) to apply. 282 283         CLAUSE 17: HERE ATTACHED, FORMS AN INTEGRAL PART OF THIS AGREEMENT. 以下做为补充条款，为本协议的组成部分 17.1 At the time of delivery, the Sellers shall assign/transfer all relevant guarantees of the machinery and equipment to the Buyers, subject to the Vessel is under normal operation. The Sellers undertake to provide one year's guarantee to hull in China(Excluding Hongkong, Macao and Taiwan). Any dispute on the hull and on the other works carried out by the shipyard to be at the discretion of the class surveyor under which classification society (IACS member) the Vessel may be trading. 交接时，卖方应将所有相关机械设备的保修书转交给买方，同时提供一年内在中国（不包括香港，澳门，台湾）的船体保修。如果双方就船体或其他在船厂进行的工作有任何争议，则由船级社（IACS成员）检验员做出仲裁。    17.2 The Vessel is to be delivered with all manuals, handbooks, drawings, plans and other documents in English language, all name plates, machinery and equipment markings included. Emergency plan and other plans on board the Vessel have to be in English language at time of delivery. 交接时，船上所有的手册、说明书、图纸和其他文件都应为英语，包括所有机械设备的标志。应急计划和其他计划书在交接时也应为英文。 17.3 Prior to delivery, the Seller to demonstrate to the Buyer during a trial trip all machinery, all equipment (including deck, hatch cover-system, etc) and navigation aids in full working condition and in accordance to Makers’ requirements. If any deficiencies found to above equipment same to be made good by the Sellers at their expenses. Should any dispute arises to whether a checked item is in working condition or not the BV’s Class surveyor to be called in as unique to decide with binding effect for both the Buyer and the Sellers if the item in question is in working condition or not. Irrespective of such item is classed or not. l The Fuel and Lubricant oil  for sea trial on yard account, l Piping system (main engine/aux engine/ballast system/sounding pipes/etc.) has to be flushed/cleaned from residues and shown to supervision of the Buyers, l By signing of contract, all BV approved drawings available in copy to the Buyers, l The Vessel will be delivered clean to the Buyers, including the bilges. 交船前，卖方应在试航中向买方演示所有机械、甲板设备以及导航设备。如对这些设备发现任何问题应由卖方负责修好。若双方出现任何争议，则由BV船级社检验员做出最终决定。 试航时的燃料和滑油由卖方负责。 管道系统（主机、辅机、压载、探声管等）应清理干净。 签署合同后，所有BV批准的图纸应复印一份给买方。 船舶应干净的交接给买方，包括舱底。 17.4 The Buyers are allowed to work with BV Class on the premise of not interfering their normal work. 允许买方和BV船级社一起工作, 但不能干预影响他们的正常工作。 17.5 All parties involved in this transaction shall keep price/contract details strictly private and confidential. 合同各方应对合同内容、价格等保密。 THE SELLERS SIGN ON BEHALF OF ZHEJIANG TIANBO IMP.& EXP.CO.,LTD THE BUYERS SIGN ON BEHALF OF HONGKONG TENG HANG INT’L MARINE TRANSPORTATION LIMITED