2D Benedict On Admiralty Carriage of Goods by Sea Chapters XVIII - XXV

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1 of 129 DOCUMENTS
Benedict on Admiralty
Copyright 2011, Matthew Bender & Company, Inc., a member of the LexisNexis Group.
Volume 2D: Carriage of Goods by Sea Chapters XVIII - XXV

Chapter XVIII TOWAGE/SALVAGE CONTRACTS
2D-XVIII Benedict on Admiralty XVIII.syn
XVIII.syn Synopsis to Chapter XVIII: TOWAGE/SALVAGE CONTRACTS
FORM No. 18-0.1 MASTER BARGE TOWAGE AGREEMENT (1983)
Scope
FORM No. 18-0.2 FOSS TOWAGE AGREEMENT
Scope
FORM No. 18-0.3 EXXON MASTER BARGE TOWAGE AGREEMENT
Scope
FORM No. 18-1 NIPPONTOW
Scope
FORM No. 18-2 NETHERLANDS TOWAGE CONDITIONS
Scope
FORM No. 18-3 TOWING CONTRACT
Scope
FORM No. 18-4 TOWCON
Scope
FORM No. 18-4A TOWCON 2008

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2D-XVIII Benedict on Admiralty XVIII.syn
Scope
FORM No. 18-5 TOWHIRE
Scope
FORM No. 18-5A TOWHIRE 2008 (Daily Rate)
Scope
FORM No. 18-6 MSC TUGTIME 97
Scope
Form No. 18-7 PROJECTCON - Special Projects Charter Party
Scope
FORM No. 18-8 MSC TUGCON 04
Scope
FORM No. 18-9RESERVED FORM No. 18-9 RESERVED
FORM No. 18-10 LLOYD FORM SALVAGE AGREEMENT (LOF 1995)
Scope
FORM No. 18-11 MARSALV - U..S. SMA (95)
Scope
FORM No. 18-12 WRECKHIRE 99
Scope
FORM No. 18-13 WRECKSTAGE 99
Scope
FORM No. 18-14 WRECKFIXED 99
Scope
FORM No. 18-16 BIMCO STANDARD CONTRACT FOR THE SALE OF VESSELS FOR DEMOLITION AND
RECYCLING CODE NAME: "DEMOLISHCON"
Scope
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2D-XVIII Benedict on Admiralty FORM No. 18-0.1
FORM No. 18-0.1 MASTER BARGE TOWAGE AGREEMENT (1983)
United Kingdom Standard Conditions for Towage

and Other Services n1
1. (a) The agreement between the Tugowner and the Hirer is and shall at all times be subject to and include each and all
of the conditions hereinafter set out.
(b) for the purpose of these conditions
(i) "towing" is any operation in connection with the holding, pushing, pulling, moving, escorting or guiding of or
standing by the Hirer's vessel, and the expressions "to tow", "being towed" and "towage" shall be defined likewise.
(ii) "vessel" shall include any vessel, craft or object of whatsoever nature (whether or not coming within the usual
meaning of the word "vessel") which the Tugowner agrees to tow or to which the Tugowner agreed at the request,
express or implied, of the Hirer, to render any service of whatsoever nature other than towing.
(iii) "tender" shall include any vessel, craft or object of whatsoever nature which is not a tug but which is provided by
the Tugowner for the performance of any towage or other service.
(iv) The expression "whilst towing" shall cover the period commencing when the tug or tender is in a position to
receive orders direct from the Hirer's vessel to commence holding, pushing, pulling, moving, escorting, guiding or
standing by the vessel or to pick up ropes, wires or lines, or when the towing line has been passed to or by the tug or
tender, whichever is the sooner, and ending when the final orders from the Hirer's vessel to cease holding, pushing,
pulling, moving, escorting, guiding or standing by the vessel or to cast off ropes, wires or lines has been carried out, or
the towing line has been finally slipped, whichever is the later, and the tug or tender is safely clear of the vessel.
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(v) Any service of whatsoever nature to be performed by the Tugowner other than towing shall be deemed to cover the
period commencing when the tug or tender is placed physically at the disposal of the Hirer at the place designated by
the Hirer, or, if such be at a vessel, when the tug or tender is in a position to receive and forthwith carry out orders to
come alongside and shall continue until the employment for which the tug or tender has been engaged is ended. If the
service is to be ended at or off a vessel the period of service shall end when the tug or tender is safely clear of the vessel
or, if it is to be ended elsewhere, then when any persons or property of whatsoever description have been landed or
discharged from the tug or tender and/or the service for which the tug or tender has been required is ended.
(vi) The word "tug" shall include "tugs", the word "tender" shall include "tenders", the word "vessel" shall include
"vessels", the word "Tugowner" shall include "Tugowners", and the word "Hirer" shall include "Hirers".
(vii) The expression "tugowner" shall include any person or body (other than the Hirer or the owner of the vessel on
whose behalf the Hirer contracts as provided in Clause 2 hereof) who is a party to this agreement whether or not he in
fact owns any tug or tender, and the expression "other Tugowner" contained in Clause 5 hereof shall be construed
likewise.
2. If at the time of making this agreement or of performing the towage or of rendering any service other than towing at
the request, express or implied, of the Hirer, the Hirer is not the Owner of the vessel referred to herein as "the Hirer's
vessel", the Hirer expressly represents that he is authorised to make and does make this agreement for and on behalf of
the owner of the said vessel subject to each and all of these conditions and agrees that both the Hirer and the Owner are
bound jointly and severally by these conditions.
3. Whilst towing or whilst at the request, express or implied, of the Hirer, rendering any service other than towing, the
master and crew of the tug or tender shall be deemed to be the servants of the Hirer and under the control of the Hirer
and/or his servants and/or his agents, and anyone on board the Hirer's vessel who may be employed and/or paid by the
Tugowner shall likewise be deemed to be the servant of the Hirer and the Hirer shall accordingly be vicariously liable
for any act or omission by any such person so deemed to be the servant of the Hirer.
4. Whilst towing, or whilst at the request, either express or implied, of the Hirer rendering any service of whatsoever
nature other than towing:--
(a) The Tugowner shall not (except as provided in Clauses 4(c) and (e) hereof) be responsible for or be liable for
(i) damage of any description done by or to the tug or tender; or done by or to the Hirer's vessel or done by or to any
cargo or other thing on board or being loaded on board or intended to be loaded on board the Hirer's vessel or the tug or
tender or to any other object or property;
or
(ii) loss of the tug or tender or the Hirer's vessel or of any cargo or other thing on board or being loaded on board or
intended to be loaded on board the Hirer's vessel or the tug or tender or any other object or property;
or
(iii) any claim by a person not a party to this agreement for loss or damage of any description whatsoever; arising from
any cause whatsoever, including (without prejudice to the generality of the foregoing) negligence at any time of the
Tugowner his servants or agents, unseaworthiness, unfitness or breakdown of the tug or tender, its machinery, boilers,
towing gear, equipment, lines, ropes or wires, lack of fuel, stores, speed or otherwise and
(b) The Hirer shall (except as provided in Clauses 4(c) and (e)) be responsible for, pay for and indemnify the Tugowner
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against and in respect of any loss or damage and any claims of whatsoever nature or howsoever arising or caused,
whether covered by the provisions of Clause 4(a) hereof or not, suffered by or made against the Tugowner and which
shall include, without prejudice to the generality of the foregoing, any loss of or damage to the tug or tender or any
property of the Tugowner even if the same arises from or is caused by the negligence of the Tugowner his servants or
agents.
(c) The provisions of Clauses 4(a) and 4(b) hereof shall not be applicable in respect of any claims which arise in any of
the following circumstances:--
(i) All claims which the Hirer shall prove to have resulted directly and solely from the personal failure of the Tugowner
to exercise reasonable care to make the tug or tender seaworthy for navigation at the commencement of the towing or
other service. For the purpose of this Clause the Tugowner's personal responsibility for exercising reasonable care shall
be construed as relating only to the person or persons having the ultimate control and chief management of the
Tugowner's business and to any servant (excluding the officers and crew of any tug or tender) to whom the Tugowner
has specifically delegated the particular duty of exercising reasonable care and shall not include any other servant of the
Tugowner or any agent or independent contractor employed by the Tugowner.
(ii) All claims which arise when the tug or tender, although towing or rendering some service other than towing, is not
in a position of proximity or risk to or from the Hirer's vessel or any other craft attending the Hirer's vessel and is
detached from and safely clear of any ropes, lines, wire cables or moorings associated with the Hirer's vessel. Provided
always that, notwithstanding the foregoing, the provisions of Clauses 4(a) and 4(b) shall be fully applicable in respect of
all claims which arise at any time when the tug or tender is at the request, whether express or implied, of the Hirer, his
servants or his agents, carrying persons or property of whatsoever description (in addition to the Officers and crew and
usual equipment of the tug or tender) and which are wholly or partly caused by or arise out of the presence on board of
such persons or property or which arise at anytime when the tug or tender is proceeding to or from the Hirer's vessel in
hazardous conditions or circumstances.
(d) Notwithstanding anything hereinbefore contained, the Tugowner shall under no circumstances whatsoever be
responsible for or be liable for any loss or damage caused by or contributed to or arising out of any delay or detention of
the Hirer's vessel or of the cargo on board or being loaded on board or intended to be loaded on board the Hirer's vessel
or of any other object or property or of any person, or any consequence thereof, whether or not the same shall be caused
or arise whilst towing or whilst at the request, either express or implied, of the Hirer rendering any service of
whatsoever nature other than towing or at any other time whether being during or after the making of this agreement.
(e) Notwithstanding anything contained in Clause 4(a) and (b) hereof the liability of the Tugowner for death or
personal injury resulting from negligence is not excluded or restricted thereby.
5. The Tugowner shall at any time be entitled to substitute one or more tugs or tenders for any other tug or tender or
tugs or tenders. The Tugowner shall at any time (whether before or after the making of this agreement between him and
the Hirer) be entitled to contract with any other Tugowner (hereinafter referred to as "the other Tugowner") to hire the
other Tugowner's tug or tender and in any such event it is hereby agreed that the Tugowner is acting (or is deemed to
have acted) as the agent for the Hirer, notwithstanding that the Tugowner may in addition, if authorised whether
expressly or impliedly by or on behalf of the other Tugowner, act as agent for the other Tugowner at any time and for
any purpose including the making of any agreement with the Hirer. In any event should the Tugowner as agent for the
Hirer contract with the other Tugowner for any purpose as aforesaid it is hereby agreed that such contract is and shall at
all times be subject to the provisions of these conditions so that the other Tugowner is bound by the same and may as a
principal sue the Hirer thereon and shall have the full benefit of these conditions in every respect expressed or implied
herein.
6. Nothing contained in these conditions shall limit, prejudice or preclude in any way any legal rights which the
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Tugowner may have against the Hirer including, but not limited to, any rights which the Tugowner or his servants or
agents may have to claim salvage remuneration or special compensation for any extraordinary services rendered to
vessels or anything aboard the vessels by any tug or tender. Furthermore, nothing contained in these conditions shall
limit, prejudice or preclude in any way any right which the Tugowner may have to limit his liability.
7. The Tugowner will not in any event be responsible or liable for the consequences of war, riots, civil commotions,
acts of terrorism or sabotage, strikes, lockouts, disputes, stoppages or labour disturbances (whether he be a party thereto
or not) or anything done in comtemplation of furtherance thereof or delays of any description, howsoever caused or
arising, including by the negligence of the Tugowner or his servants or agents.
8. The Hirer of the tug or tender engaged subject to these conditions undertakes not to take or cause to be taken any
proceedings against any servant or agent of the Tugowner or other Tugowner, whether or not the tug or tender
substituted or hired or the contract or any part thereof has been sublet to the owner of the tug or tender, in respect of any
negligence or breach of duty or other wrongful act on the part of such servant or agent which, but for this present
provision, it would be competent for the Hirer so to do and the owners of such tug or tender shall hold this undertaking
for the benefit of their servants and agents.
Legal Topics:
For related research and practice materials, see the following legal topics:
Admiralty LawTowageContracts
FOOTNOTES:
(n1)Footnote 1. British Tugowner's Association.
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FORM No. 18-0.2 FOSS TOWAGE AGREEMENTn1
Foss Launch & Tug Co.
(March 1980 )
IT IS AGREED this ___________________ day of ___________________, 19 _____, between ___________________

whose mailing address is ___________________, ("TUG OWNER"), and ___________________, whose mailing
address is ___________________, ("CUSTOMER"), as follows:
ARTICLE 1. SERVICES TO BE FURNISHED. TUG OWNER agrees to furnish the tug

___________________, Official No. ___________________, ("the Tug"), and to use its best efforts to tow the barge
___________________, Official No. ___________________, from ___________________, to ___________________,
with towage to commence on or about ___________________. TUG OWNER shall not be required at any stage of
performance of this Agreement to proceed to any location which the Tug and Tow cannot safely reach or at which the
Tug and Tow cannot at all times of tide and weather safely lie afloat. TUG OWNER does not guarantee any particular
speed during the voyage and does not warrant delivery of the Tow at destination at any particular date or time or to meet
any particular market or in time for any particular use.
ARTICLE 2. LUMP SUM CHARGE. CUSTOMER shall pay towage charges to TUG OWNER for the towage
service provided for in this Agreement in the lump sum of ___________________ DOLLARS
($___________________) (plus applicable taxes and other charges referenced below in Article 7, PORT AND OTHER
CHARGES). The towage charges specified above shall become fully and irrevocably earned by TUG OWNER upon
commencement of the towage service regardless of whether or not the Tow is lost, disabled, or the Tow or cargo aboard
it, if any, is unable or unfit to continue to destination.
ARTICLE 3. DELAY CHARGES. If TUG OWNER is delayed in performing the towage service as a result of
the Tow's not being ready when the Tug arrives to commence towage or thereafter as a result of any other cause beyond
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the control and not due solely to the fault of TUG OWNER, CUSTOMER shall pay to TUG OWNER for the period of
any such delay, in addition to any other amounts required by terms of this Agreement to be paid by CUSTOMER to
TUG OWNER, the Tug's daily rate of hire at the rate of ___________________ DOLLARS ($___________________)
per running day, or fraction of any such day, payable upon invoicing by TUG OWNER; PROVIDED, HOWEVER, if
the period of delay exceeds ten (10) running days, CUSTOMER shall, at TUG OWNER'S option, be liable to TUG
OWNER for actual damages for detention at a rate not less than the Tug's daily rate of hire specified above.
ARTICLE 4. TOW WARRANTED SEAWORTHY; MULTIPLE TOWS. 4.1 CUSTOMER warrants and
represents that the Tow, at the time it is tendered to the Tug for towage (after all cargo, if any, has been loaded aboard
and secured), (i) shall be seaworthy and in all respects ready for and capable of making the specified voyage, and (ii)
shall be properly and sufficiently equipped with navigation lights, chain bridle and towing bitts.
4.2 TUG OWNER shall be responsible for making up the tow and for determining the method and position in which it
shall be towed and the time of sailing. TUG OWNER shall have the absolute right to tow more than one towed vessel,
whether in tandem or by separate line or any other method which TUG OWNER deems proper.
ARTICLE 5. CONDITION OF THE TUG. 5.1 While nothing contained in this Agreement shall be construed as
a warranty of seaworthiness of the Tug, TUG OWNER convenants that the Tug, at the time of commencement of
towing pursuant to the terms of this Agreement, shall be in a seaworthy and serviceable condition to the extent due
diligence can make it so and shall be provided with all certificates, licenses and documents required by the United
States Coast Guard and the American Bureau of Shipping to perform the specified towage service.
5.2 Prior to the commencement of the towage service a survey of the Tow (and Tug, if required) shall be conducted by a
mutually agreeable surveyor at the sole cost and expense of CUSTOMER to enable CUSTOMER and its underwriters
to obtain a certificate of surveyors approving the Tug, the Tow and the towing arrangement for the intended voyage. If
the surveyor shall recommend a specific voyage route or limitation in speed or anything else which will delay delivery
of the Tow and cargo aboard it, if any, at the designated destination or otherwise materially change the scope of
performance upon which the towage charge in Article 2 above was determined by TUG OWNER, TUG OWNER shall
be entitled to receive and CUSTOMER shall pay an additional charge for such delay or change in scope of performance
computed at the Tug's daily rate of hire set forth in Article 3, DELAY CHARGES.
ARTICLE 6. VESSEL SUBSTITUTION; DELEGATION. TUG OWNER shall have the right but not the
obligation, without restriction as to number of times, to substitute another tug for the Tug, provided the substituted tug
shall be equivalent in capacity and capability to the Tug. Any such substitution shall not alter the terms, covenants or
conditions of this Agreement. TUG OWNER shall have the right to delegate any of its duties under this Agreement,
whether by subcontract or otherwise, and to assign this Agreement to an affiliate or successor in interest, provided that
no such delegation or assignment shall diminish TUG OWNER's responsibility to CUSTOMER.
ARTICLE 7. PORT AND OTHER CHARGES. CUSTOMER shall be liable for the direct payment, or
reimbursement to TUG OWNER if such shall be paid by TUG OWNER, of (i) that portion of all port charges, pilotage
fees, dockage, wharfage, harbor entrance fees, agency fees, and similar fees for services or use of facilities, and taxes
(except gross receipts and income taxes) incurred or accruing as a result of or in connection with services rendered
under this Agreement, (ii) all fees, taxes and dues levied, assessed or accruing against the cargo or the Tow, and (iii) any
ramp rental or additional tug assistance or barge shifting costs necessitated by CUSTOMER'S instructions or directions
or otherwise deemed prudent by TUG OWNER.
ARTICLE 8. LIBERTIES. The Tug shall have liberty to sail with or without pilots, to tow or be towed, and to
deviate for the purpose of repair, assisting vessels in distress, saving life or property, landing any ill or injured person on
board or taking on fuel, supplies or other necessaries.
ARTICLE 9. CARGO HANDLING. If cargo is to be handled aboard the Tow, CUSTOMER shall be responsible
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for all cost, risk and expense of loading and stowage of cargo on and discharging of cargo from the Tow.
ARTICLE 10. LIMITATIONS OF AND EXEMPTIONS FROM LIABILITY. 10.1 TUG OWNER, the Tug
and its owners, operators, agents and charterers shall be entitled to assert by way of limitation of or exemption from
liability any principle of law or any provision of any statute or regulation of the United States that affords a vessel and
its owners (or a carrier if cargo is carried aboard the Tow) a limitation of or exemption from its liability. The provisions
of any such principle of law, statute or regulation, including, without limitation, the Limitation of Liability Statutes of
the United States (and with respect to cargo if cargo is carried aboard the Tow, Section 4 of the Carriage of Goods by
Sea Act, 46 U.S.C. 1304) are incorporated into this Agreement by this reference as though fully set forth in this
Article. Nothing contained in this Agreement shall be construed to deprive TUG OWNER of any other right to limit its
liability. CUSTOMER waives any claim that this is a personal contract of TUG OWNER.
10.2 TUG OWNER, the Tug and its owners, operators, agents and charterers shall not be responsible for any loss,
damage, injury, death, or delay or failure in performing this Agreement, arising or resulting from acts of God, perils of
the sea, saving or attempting to save life or property at sea, latent defects in the Tug not discoverable by due diligence,
public or proprietary acts of any governmental authority (whether executive, legislative, judicial or otherwise), labor
disputes of whatsoever nature not attributable to a violation of law by TUG OWNER, criminal acts by third parties, war
or other hostilities, acts of terrorism or riot or civil commotion, acts or omissions of CUSTOMER or cargo owner or the
agents or representatives of either, or any other cause of any nature whatsoever to the extent it is beyond the control and
without the sole fault of TUG OWNER. TUG OWNER shall have no liability with respect to the services of any
assisting tugs which are not owned or operated by TUG OWNER or its affiliates or with respect to the Tow's riding
crew, if any, or with respect to any lights or signaling equipment on the Tow, whether or not the TUG OWNER
arranges for such assisting tugs, riding crew, lights or signaling equipment.
ARTICLE 11. INDEMNITY. 11.1 CUSTOMER shall indemnify, defend and hold TUG OWNER harmless from
all claims, demands, actions, causes of action and liabilities of any nature whatsoever (including costs and attorneys'
fees incurred by TUG OWNER in defending against all such liabilities or in enforcing this indemnity provision) which,
during the term of performance of this Agreement, arose out or were connected with (i) failure of CUSTOMER to
perform or satisfy any covenant or condition required by the terms of this Agreement to be performed or satisfied by
CUSTOMER, (ii) negligent acts or omissions or other fault of CUSTOMER, or (iii) violation of any environmental
pollution statute or regulation for pollution attributable to the Tow or cargo aboard it, if any, unless the same shall have
been caused by the sole fault of TUG OWNER.
11.2 All obligations and liability of CUSTOMER to indemnify, defend and hold TUG OWNER harmless pursuant to
the terms of this Agreement shall survive termination, cancellation or expiration of this Agreement.
ARTICLE 12. CUSTOMER INSURANCE. As part of the bargained for consideration for this towage service
CUSTOMER shall procure and maintain, at its sole cost and expense, during the entire period of performance of this
Agreement by TUG OWNER, the following insurance with companies satisfactory to TUG OWNER:
12.1 Hull and Machinery Insurance upon the Tow in an amount equal to its full actual value, and Marine Cargo
Insurance (including risks of loading and discharging) on any cargo aboard the Tow in an amount equal to its full actual
value at destination, on terms equivalent to the broadest coverage available from American underwriters, provided, any
deductible or franchise shall not exceed an amount satisfactory to TUG OWNER and shall be for the sole account of
CUSTOMER; and
12.2 Protection and Indemnity Insurance insuring its liability as owner of the Tow for, without limitation, wreck
removal expenses and for third party claims (including those involving its employees) arising from death or personal
injury, or from loss of or damage to property, with a minimum limit of $1,000,000 applicable to any one accident or
occurrence, provided, any deductible or franchise shall not exceed an amount satisfactory to TUG OWNER and shall be
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for the sole account of CUSTOMER; and
12.3 Pollution Insurance, if any cargo aboard the Tow consists of oil or hazardous substances, insuring (i) costs of
cleanup in the event of cargo escape (with a minimum limit sufficient to meet any minimum amount required by law),
and (ii) liability for third party claims in the event of cargo escape (with a minimum limit of $2,500,000 applicable to
any one accident or occurrence), provided, any deductible or franchise applicable to (i) and (ii) above shall not exceed
an amount satisfactory to TUG OWNER and shall be for the sole account of CUSTOMER; and
12.4 Each of the aforesaid policies shall provide for ten (10) days' notice to TUG OWNER of cancellation or
modification and shall name TUG OWNER as an additional assured and expressly waive subrogation against TUG
OWNER and its affiliates and any vessel used by TUG OWNER or its affiliates in the performance of this Agreement,
it being the intent of TUG OWNER and CUSTOMER that all liabilites of TUG OWNER and the Tug arising out of or
connected with this Agreement shall be covered by appropriate marine insurance, the rates prescribed for the towage
service having been predicated upon this basis; PROVIDED, HOWEVER, in the sole event that CUSTOMER satisfies
its obligation to procure and maintain Protection and Indemnity Insurance pursuant to Article 12.2 above by
membership in a foreign Protection and Indemnity Club of which TUG OWNER is not a member and which, without
exception, refuses to name nonmembers as additiional assureds, TUG OWNER agrees to waive the aforesaid
requirement that it be named an additional assured on such Protection and Indemnity Insurance so long as the subject
Protection and Indemnity Club waives subrogation against TUG OWNER and its affiliates in the performance of this
Agreement.
12.5 Prior to the commencement of performance of this Agreement, or as soon thereafter as is practicable, CUSTOMER
shall furnish TUG OWNER with certificates or duplicate copies evidencing compliance with this Article 12. No act of
TUG OWNER, in commencing performance of this Agreement or otherwise, shall constitute a waiver of compliance
with this Article 12 by CUSTOMER.
12.6 Unless otherwise agreed in writing, CUSTOMER may not elect to self-insure the risks required to be insured
against under 12.1, 12.2 and 12.3 above. In the event of any loss, damage, injury or death which would have been or is
covered by insurance specified in 12.1, 12.2 and 12.3 above, CUSTOMER agrees to look solely to the applicable
underwriter or to any responsible third party.
ARTICLE 13. TUG OWNER INSURANCE. TUG OWNER shall, during the entire period of its performance of
this Agreement, procure and maintain the following insurance at its sole cost and expense:
13.1 Hull and Machinery Insurance upon the Tug in an amount equal to the full actual value of its interests insured,
provided, any deductible or franchise shall be for the sole account of TUG OWNER; and
13.2 Protection and Indemnity Insurance insuring its liability as owner of the Tug for wreck removal expenses and for
third party claims (including those involving its employees) arising from death or personal injury, or from loss of or
damage to property, with a minimum limit of $1,000,000 applicable to any one accident or occurrence, provided, any
deductible or franchise shall be for the sole account of TUG OWNER.
13.3 Unless prohibited by the terms of the aforesaid policies, each shall name CUSTOMER as an additional assured and
expressly waive subrogation against CUSTOMER if CUSTOMER so requests.
ARTICLE 14. TUG OWNER'S LIEN. TUG OWNER shall have a maritime lien on the Tow and on all cargo
aboard the Tow, and all freights and sub-freights, to secure payment of any amounts due under this Agreement,
including General Average contributions. CUSTOMER will not suffer, or permit to be continued, any lien or
encumbrance incurred by it or its agents, or under or through its directions or directions of its agents, which might have
priority over the title and interest of TUG OWNER in the Tug.
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ARTICLE 15. GENERAL AVERAGE. In the event of accident, danger, damage, or disaster, before or after
commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for
the consequence of which, TUG OWNER is not responsible, by statute, contract, or otherwise, CUSTOMER and the
owners of the cargo, if other than CUSTOMER, shall contribute with TUG OWNER in general average to the payment
of any sacrifices, losses, or expenses of a general average nature that may be made or incurred and shall pay salvage and
special charges incurred in respect of the Tow of cargo. If a salving vessel is owned or operated by TUG OWNER or its
affiliates, salvage shall be paid for as fully as in the same manner as if such salving vessel or vessels belonged to
strangers. General average shall be adjusted, stated, and settled according to the York/ Antwerp Rules of 1974 (except
Rule XXII), and as to matters not provided for by those rules, according to the laws and usages in the port of San
Francisco, California.
ARTICLE 16. GENERAL PROVISIONS. 16.1 All notices and communications required by the terms of this
Agreement from TUG OWNER to CUSTOMER and from CUSTOMER to TUG OWNER shall be made in writing and
addressed to the respective address of the other party as set forth above in the preamble or such other address of which
the party seeking to give notice has been advised in writing.
16.2 This instrument consitiutes the entire agreement between the parties with respect to the intended towage service.
Neither party is relying or may rely on any written or oral collateral, prior or contemporaneous agreement, assurance,
representation or warranty not set forth in this instrument. No modification of this instrument shall be implied in law,
equity or admiralty, nor shall any express modification be effective unless in writing signed by the party to be charged.
16.3 In the event payment is not made when due TUG OWNER shall be entitled to charge to and recover from
CUSTOMER all costs and expenses, including reasonable attorneys' fees, incurred in collecting the overdue amount.
All sums due and to become due under this Agreement, if unpaid when due, shall bear interest at the rate of twelve
percent (12%) per annum from and after the date upon which the same shall have become due and payable pursuant to
the terms of this Agreement until paid in full.
16.4 Captions used in this Agreement are for convenience of reference only and shall have no force or effect or legal
meaning in the construction or enforcement of this Agreement.
16.5 This Agreement shall inure to the benefit of and be binding upon both parties, their successors and permitted
assigns.
16.6 All limitations of and exemptions from liability and entitlement to indemnity, applicable to TUG OWNER by law
or the terms of this Agreement, shall apply to TUG OWNER, DILLINGHAM CORPORATION, affiliates of either,
their officers, directors, employees and agents, and to any vessel owned or chartered by any of the above, and the master
and crew of any such vessel.
16.7 Any suit, action or proceeding brought by either party in consequence of or to enforce any term or provision of this
Agreement shall be commenced in the King County Superior Court of the State of Washington or the United States
District Court for the Western District of Washington at Seattle, Washington, as appropriate. CUSTOMER submits to
the jurisdiction of the courts of the State of Washington as provided in Section, Revised Code of Washington.
CUSTOMER submits to the jurisdiction of the United States District Court for the Western District of Washington and
consents to service of process in accordance with Rule 4 of the Federal Rules of Civil Procedure. The prevailing party
in any such suit, action or proceeding shall be entitled to recover its costs of suit and reasonable attorneys' fees.
16.8 Unless notice in writing of specific loss, damage or any other claim of any nature whatsoever is given to TUG
OWNER in accordance with Article 17.1 above within five days after delivery of the Tow to the port or place
designated as the destination, such delivery shall be deemed to be prima facie evidence of the delivery of the Tow and
cargo aboard it, if any, in good order and condition. TUG OWNER and the Tug shall be discharged from all liabilty in
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respect of loss or damage claims arising under this Agreement unless suit or action is brought within one year after
delivery of the Tow and cargo aboard it, if any, or within one year after the date when the Tow and cargo aboard it, if
any, should have been delivered.
16.9 The interpretation of this Agreement and of the rights and obligations of the parties in law, equity or admiralty
shall be governed by the substantive law of the State of Washington and the general maritime law of the United States,
insofar as applicable.
16.10 If any term or provision, or any part of any term or provision, of this Agreement is held by any court or other
competent authority to be illegal or unenforceable, the remaining terms, provisions, rights and obligations shall not be
affected.
ARTICLE 17. SPECIAL PROVISIONS.
ARTICLE 18. WARRANTY OF PERSON SIGNING. The person signing below on behalf of CUSTOMER
warrants (i) having read and understood the above provisions, and (ii) having been authorized to sign this Agreement on
behalf of CUSTOMER.
Legal Topics:
FOOTNOTES:
(n1)Footnote 1. Foss Launch & Tug Co.
Page 13
4 of 129 DOCUMENTS

FORM No. 18-0.3 EXXON MASTER BARGE TOWAGE AGREEMENT
THIS AGREEMENT made and entered into by and between ___________________ ___________________, address
___________________ (hereinafter called "TOWER"), and Exxon Corporation, address ___________________
___________________, (hereinafter called "BARGE OWNER");
WITNESSETH: THAT
WHEREAS, BARGE OWNER finds it necessary to employ the services of tugs and/or towboats for the movement of
petroleum tank barges--loaded and unloaded--to and from various coastal and inland waterway locations; and
WHEREAS, TOWER has offered to furnish the services of certain tugs and/or towboats as may be required by BARGE
OWNER from time to time;
NOW, THEREFORE, TOWER and BARGE OWNER, each in consideration of the promises and agreements of the
other, mutually agree as follows:
A. MASTER CONTRACT. BARGE OWNER shall have the right to call upon TOWER from time to time during the
term of this Agreement to move petroleum tank barges--loaded and/or unloaded--to or from coastal and inland
waterway locations through the use of tugs and/or towboats owned or operated by TOWER, and TOWER agrees to
furnish such service to BARGE OWNER under the terms and provisions hereof. However, execution of this Master
Agreement alone does not obligate BARGE OWNER to order transportation from TOWER nor TOWER to furnish
same, nor does it create any affirmative rights or obligations in either BARGE OWNER or TOWER. For purposes
hereof, tugs and towboats are hereinafter jointly called "Towing Vessel".
B. TOWING VESSEL ORDERING BY BARGE OWNER AND RATES. Rates and terms shall be agreed upon by
BARGE OWNER and TOWER prior to the furnishing by TOWER of towage service under this Master Agreement. If
Page 14
practicable, orders for transportation service, using the attached Barge Towage Order form shall be confirmed to
TOWER by BARGE OWNER and signed by both parties. Such Towage Orders shall become part of this Master
Agreement. All towage furnished BARGE OWNER by TOWER, whether or not confirmed by a written Barge Towage
Order, shall be governed by the provisions of this Master Agreement.
C. SERVICE AGREEMENT. This Agreement is a contract for towage services and shall not be construed to be a
charter or a demise of TOWER's towboats, nor shall the furnishing of any service or the performance of any act
hereunder be construed to be or to give rise to a personal contract and it is understood that TOWER, TOWER's
representatives, and any Towing Vessels furnished by TOWER and their owners, shall have the benefit of all
exemptions from and limitations of liability to which an owner of a vessel is entitled under the Limitations of Liability
Statutes of the United States.
D. ADDITIONAL PROVISIONS. Items 1 through 14 attached hereto are incorporated herein and made a part of this
Master Agreement.
E. CANCELLATION OF MASTER BARGE TOWAGE AGREEMENT. This Master Agreement may be cancelled by
either party at any time following thirty (30) days advance written notice to the other party; provided, however, such
cancellation shall not alter or impair any rights or obligations then existing by virtue of a previously executed Barge
Towage Order incorporating this Master Agreement.
With the execution of this Master Agreement, all other Towage Agreements between TOWER and BARGE OWNER
are cancelled.
ADDITIONAL PROVISIONS TO MASTER BARGE TOWAGE AGREEMENT
1. EQUIPMENT. Towing Vessels furnished by TOWER shall be seaworthy, properly manned, equipped and supplied
in all respects and shall be capable of performing the voyage to be undertaken by them and of safely and efficiently
handling BARGE OWNER'S barges, and TOWER shall exercise reasonable care in the receipt, stowage (if required),
handling, navigation, care and delivery of the barges and in the care and transportation of the cargo. TOWER shall
furnish at its expense all towing hawsers and equipment necessary for the service. BARGE OWNER shall provide
barges equipped with mooring lines.
BARGE OWNER shall ensure the barges furnished by it are seaworthy, properly equipped, and supplied in all respects
and capable of performing the voyages undertaken by them and of receiving and transporting the cargoes to be
transported.
2. INSURANCE. Cargo & Barge Insurance will be assumed or carried by BARGE OWNER for its own account and
BARGE OWNER'S sole benefit.
3. DELAY OR FAILURE TO PERFORM. Neither TOWER, BARGE OWNER, the Towing Vessel, its Master, nor
any other equipment used by TOWER, shall be responsible or liable in any way for any failure or delay in performance
hereunder arising or resulting from: Acts of God, perils of the waters or of navigation, strikes or stoppage of labor for
whatever cause, fire, explosion, neglect, default or barratry of the Master or crew, enemies, pirates, assailing thieves,
seizures, arrest or restraint of princes, rulers or peoples, riots or civil commotion, compliance with any law, rule, order,
regulation, restriction, recommendation or request of any government or agency thereof or any person purporting to act
under authority thereof, and including any delay or failure to perform hereunder arising or resulting directly or
indirectly, from any embargo, import or export restriction, or any other cause, whether similar or dissimilar to the
foregoing, which is beyond their control.
Page 15
4. ASSIGNMENT. BARGE OWNER may assign this Agreement to any individual or company, but BARGE
OWNER shall always remain responsible for the due fulfillment of this Agreement. TOWER may not assign this
Agreement or TOWER'S obligations hereunder without the prior written consent of BARGE OWNER.
5. SALVAGE. In the event of the barge(s) breaking away from the Towing Vessel during the course of this towage
service, the Towing Vessel shall exert reasonable efforts to stand by and render service in saving the barge(s) without
any rights to or making any claims for salvage arising therefrom.
6. DEVIATION. The Towing Vessel may, while in charge of the barge(s) go to the assistance of vessels in distress for
the purpose of saving life or property, call at any port for fuel, repairs, supplies or other necessities, or to land disabled
seamen, but time lost by the Towing Vessel under such circumstances shall not entitle TOWER to claim additional
compensation from BARGE OWNER.
7. SUBSTITUTE TOWING VESSELS. TOWER may at any time during the course of this towage service substitute
another towboat of suitable size and horsepower.
8. PAYMENTS, TAXES AND LIENS. (A) BARGE OWNER will furnish TOWER, free of cost, copies of Loading
Certificates. Payment shall be paid in net cash, on intake quantity, as determined by shore meter readings or shore tank
gauges, or if neither is available, on barge gauges at loading port based on current Calibration Tables corrected to 60
degreesF., in accordance with the latest supplement to A.S.T.M.--1P, Petroleum Measurement Tables (American
Edition, published by the American Society for Testing Materials), upon presentation of documents, on completion of
discharge. All transportation or other excise taxes on freight and any taxes, dues or other charges on the cargo, shall be
paid by BARGE OWNER.
(b) TOWER shall have a lien on all cargo and subfreights for all unpaid freight, deadfreight and other amounts due
from BARGE OWNER to TOWER under terms of this Agreement. Such lien shall survive delivery of the cargo so long
as the cargo remains identifiable or is not in possession of a buyer who has received the cargo without notice of the lien.
TOWER shall not suffer or permit to be continued any lien upon the cargo arising out of any act or ommission of
TOWER.
9. AUDIT. If any payment provided for hereunder is made on the basis of TOWER'S costs, BARGE OWNER or its
duly authorized representatives shall have access at all reasonable times to TOWER'S personnel, books and records
relating to such costs for the purpose of auditing and verifying such costs or for any other reasonable purpose. In this
connection, TOWER agrees to maintain all books and records pertaining to such costs for a period of two (2) years from
the date such costs were incurred and to make such books and records available to BARGE OWNER at any time or
times within the two (2) year period for the purpose of audit.
10. POLLUTION. Any provisions of this Agreement to the contrary notwithstanding, TOWER will comply with all
laws, rules and regulations applicable by their terms to a Towing Vessel owner relating to water or air pollution and
will, in the case of an escape or discharge of oil from a BARGE OWNER barge or a TOWER Towing Vessel (whether
or not caused by the Towing Vessel's negligence), promptly take whatever measures are necessary to prevent pollution
damage from thereby arising and to mitigate any such damage.
When an escape or discharge of oil does occur, BARGE OWNER may, at its option, and upon notice to TOWER or
Master, undertake such measures as are reasonably necessary to prevent or mitigate resulting pollution damages, unless
TOWER promptly undertakes same. BARGE OWNER shall keep TOWER advised of the nature of the measures
intended to be taken by it. Any of the aforementioned measures actually taken by BARGE OWNER shall be at
TOWER'S expense (except to the extent that such escape or discharge was caused or contributed to by BARGE
OWNER), provided that if TOWER considers said measures should be discontinued, TOWER may so notify BARGE
OWNER and thereafter BARGE OWNER shall have no right to continue said measures under the provisions of this
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clause; provided, however, if BARGE OWNER undertakes such measures without notice to TOWER or continues such
measures after notification from TOWER to discontinue, TOWER agrees that TOWER will not raise or plead as a
defense to a claim for reimbursement for the expenses so incurred by BARGE OWNER that in undertaking or
performing such measures, BARGE OWNER acted as a volunteer and any such defense of "volunteer" is hereby
waived by TOWER; however, TOWER does not waive hereby any other defense TOWER may have unless TOWER is
notified and permits said measures to be continued as aforesaid.
If any dispute shall arise between TOWER and BARGE OWNER as to the reasonableness of the measures undertaken
and/or the expenditures incurred by BARGE OWNER hereunder, such dispute shall be referred to a court of competent
jurisdiction.
The above provisions are not in derogation of any other right BARGE OWNER or TOWER may have under this
Agreement or may otherwise have or acquire by law or any international convention.
In the event a penalty is assessed against the BARGE OWNER for a violation of Federal or State laws as a result of a
spill occurring at any time while the barge or barges of BARGE OWNER are in the care, custody and control of
TOWER, and spill is caused through the fault or negligence of TOWER'S personnel or subcontractors, TOWER shall
indemnify BARGE OWNER to the extent of any penalty assessed plus expenses and attorney's fees incurred in the
defense of any such penalty or fine.
11. CONTROLLING PROVISIONS. If there is a conflict between the provisions hereof and a Barge Towage Order
executed in connection herewith the provisions of the Barge Towage Order shall be controlling. In the event there is a
conflict between the provisions hereof and any other paper or document, which may have been executed or passed
between the parties hereto in connection with the subject matter hereof, the provisions hereof shall be controlling.
12. ANTI-DISCRIMINATION SUPPLEMENTS. During the performance of this Agreement, and any and all
Supplements and Amendments thereunder, TOWER agrees to the provisions as set forth in the following described
exhibits which are attached hereto and made a part hereof:
(1) Equal Employment Opportunity Provision, Agreement Supplement "A"
(2) Certification of Nonsegregated Facilities, Agreement Supplement "B"
(3) Employment of the Handicapped, Agreement Supplement "C"
(4) Veteran's Preference Provision, Agreement Supplement "D"
13. MISCELLANEOUS. TOWER shall observe and comply with all laws, rules, and regulations of governmental
authority and all regulations prescribed by the operators of the loading and unloading terminals to assure safe and
efficient docking, undocking, loading and unloading of barge(s).
14. Notwithstanding any other provision of this Agreement, the foregoing provisions shall be applicable only between
TOWER and BARGE OWNER and shall not affect, as between TOWER and BARGE OWNER, any liability of
TOWER to third parties or governments resulting from navigation of a Towing Vessel, loading or unloading or cargo,
pollution or other causes if TOWER shall have any such liability.
EXXON BARGE TOWAGE ORDER
Date: ___________________
Page 17
THIS BARGE TOWAGE ORDER made between ___________________, (hereinafter called "TOWER") and Exxon
Corporation, (hereinafter called "BARGE OWNER") shall, together with the Master Barge Towage Agreement
heretofore executed by TOWER and BARGE OWNER, constitute a Towage Contract and shall be subject to the terms
and conditions herein contained:
1. Towing Vessel:
2. Service:
3. Readiness Date:
4. Term of Agreement:
5. Rates:
6. Special Provisions:
Legal Topics:
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5 of 129 DOCUMENTS

2D-XVIII Benedict on Admiralty FORM No. 18-1
FORM No. 18-1 NIPPONTOWn1
The Japan Shipping Exchange, Inc.; reprinted with permission.
Towage Contract (Lump Sum Basis)
(Issued November 16, 1972, amended December 18, 1980 )
Part I of this charter party appears in a box layout which is illustrated on the following pages. Part II has
been reprinted to permit presentation in a readable format designed to facilitate research.
Click here to view image.
PART II
1. Object to be Towed, Port of Sailing and Destination. The Tug shall tow the object to be towed as described in
Box 9 with particulars as set forth in Boxes 10-13 (hereinafter referred to as the Tow) from the port of sailing as set
forth in Box 14 at which the Tug and Tow can lie safely afloat at all stages of the tide to such anchorage or place at the
destination as set forth in Box 15 at which the Tug and Tow can get and lie safely afloat at all stages of the tide as may
be designated by the Second Party.
2. Towage Price and Conditions of Payment. The towage price set forth in Box 16 shall be paid by installments as
described in Box 17.
Payment of each installment of the towage price shall be made to the Tugowners' account at the bank as described in
Box 17 by way of telegraphic transfer remittance.
Any installment or installments payable after the Tug and Tow sail from the port of sailing, but not yet due for payment,
Page 19
shall be on a "no cure, no pay" basis.
3. Notice of Expected Arrival. Pursuant to the provision contained in Box 18, the Master of the Tug shall give notice
of the expected date of arrival at the port of sailing and at the destination respectively.
4. Seaworthiness. The Second Party shall fit out the Tow so that, at the commencement of the towage, it is in such
seaworthy condition as will meet the requirements of the regulatory bodies, the underwriter's surveyor and the master of
the Tug, including, but not limited to, responsibility to insure that lights, signal equipment, bridles, towing brackets and
closed chocks, canal bitts, lashings, securing and trimming of the Tow are in proper order. A certificate of fitness for the
towage of the Tow issued by the underwriter's surveyor shall be delivered by the Second Party to the Tugowners or the
Master of the Tug by the date specified in Box 19.
In accordance with the requirements of the underwriter's surveyor, the Tugowners shall, at the commencement of the
towage, exercise due diligence in insuring that the Tug is seaworthy and properly manned, equipped and supplied, and
also furnish the use of towing ropes and other towing gears.
5. Riding Crew. Should any riding crew or runners be placed on board the Tow because of government requirements
(regulations), or because of the requirements by the Master of the Tug or the underwriter's surveyor (as required under
the preceding clause), then any and all expenses, liability and responsibility related thereto shall be borne by the Second
Party.
6. Connecting and Releasing Tow. Connecting the Tow at the port of sailing and releasing it at the point of
destination shall be executed at the discretion of the Master of the Tug.
7. Cancellation. Should the Tug not be ready for the towage service by the date specified in Box 20, the Second Party
shall have the option of cancelling this contract.
8. Delay in Commencement of Voyage. Should the Second Party fail to have the Tow ready for the towage service
within 24 hours after notice of readiness to undertake the towage service is given to the party specified in Box 21, then
the Second Party shall pay the additional compensation to the Tugowners at the Tug's daily rate of hire as specified in
Box 23 per day of 24 running hours or pro rata for any part thereof from the time of expiry of 24 hours as above
mentioned until such time as the Tug and Tow actually sail.
9. Impossibility of Performance of Towage Service. Should the Tow be unable to commence the voyage because of
failure to obtain approval of the underwriter's surveyor (as required under clause 4), or because the Tow cannot meet the
requirements of the Master of the Tug, or for any other reason for which the Tugowners are not responsible, then the
Second Party shall compensate the Tugowners at the Tug's daily rate of hire as provided in the preceding clause for all
time spent by the Tug, commencing from the time the Tug sails from the place specified in Box 24 until she returns to
her station or the place specified in Box 25. If the Tug does not return directly to her station or the place specified in
Box 25, time for the return voyage shall be computed on the basis of the Tug's normal running time to the station or the
place by the customary route.
10. Delay in Releasing Tug at Destination. If for any reason whatsoever beyond the control of the Tugowners or the
Master of the Tug excepting weather conditions, the Second Party does not take delivery of the Tow within 24 hours
after notice of readiness to deliver the Tow is given to the party specified in Box 22, then the Second Party shall pay
additional compensation to the Tugowners at the Tug's daily rate of hire as provided in clause 8 from the time of expiry
of 24 hours as above mentioned until such time as the Tug is actually released. Should the Tug and Tow be compelled
to wait off the destination by any reason herein, notice of readiness may be given at the place of waiting.
11. Time Lost by Tug during Voyage. If the Tug, during the course of the towage service, puts into a port or ports
Page 20
because the Master of the Tug considers that repairs or alterations to, or additional equipment for, the Tow, are
necessary for the Tow to be towed to the destination, or for any other reason for which the Second Party is responsible,
the Second Party shall pay additional compensation at the Tug's daily rate of hire as provided in clause 8 for all time lost
by the Tug in excess of the time which would have been spent had such putting into not taken place. But such additional
compensation to the Tugowners shall not begin to run until the Tug has actually deviated from her course for the
purpose of putting into such a port or ports and any assistance that the Tug may render to the Tow prior to such actual
deviation from her course, shall not give rise to a claim for the additional compensation.
The Second Party shall pay additional compensation to the Tugowners at the Tug's daily rate of hire as provided in
clause 8 for any and all deviations by, or detention of, the Tug caused by typhoons, hurricanes, cyclones, or reports
thereof, during the course of the towage service.
12. Port Charges and Expenses. All port charges, pilotages, agencies, taxes, dues, duties, canal tolls, insurance on the
Tow, third party liability insurance and other expenses related to the Tow, including the cost of services of assisting
tugs where necessary, and non-Japanese taxes, dues or stamp fees assessed or levied upon the towage price or otherwise
arising out of this contract shall be borne by the Second Party.
All port charges, pilotages, agencies, taxes, dues, duties, canal tolls, insurance on the Tug, third party liability insurance
and other expenses related to the Tug shall be borne by the Tugowners.
13. No Claim for Salvage. Should the Tow break away from the Tug during the course of the towage service, the Tug
shall stand by and render all reasonable services for saving the Tow and reconnecting the towline, without making any
claim for salvage save where the Tug has rendered exceptional services which cannot be considered as rendered in
fulfilment of this contract.
14. Deviation. The Tug shall have liberty to assist vessels in all situations, to deviate for the purpose of saving life or
property, to call at any port for fuel, repairs, supplies, or other necessaries, or landing disabled seamen.
15. Immunities. The Second Party shall bear the responsibility for damage of any description caused by or arising
during the course of this towage service, including the damage suffered by third parties, even though such damage is
caused by the fault or negligence on the part of the Tugowners or persons on board the Tug (including pilots,
Tugowners' servants or anyone else who is on board at the request of the Tugowners) or by any defective equipment
supplied by the Tugowners; or for damage for which the Tugowners might be held liable on any other ground.
Notwithstanding the provisions of the preceding paragraph, the Tugowners shall bear the responsibility for the
following damage:
1) damage suffered by the Tug and which is caused either by defects in the Tug or by the fault or negligence on the part
of the Master and crew of the Tug;
2) damage to vessels or property of third parties as a consequence of collision with the Tug, provided, however, that this
provision shall apply if the Second Party can prove that such damage was not caused by the Tow or the Tow was not a
contributing factor in causing the damage.
When, pursuant to the provisions of this clause, the damage is to be borne by the Second Party, neither the Tugowners
nor their sub-contractors, who render service either in whole or in part under the order and direction of the Tugowners,
shall be responsible for such damage; The Second Party shall indemnify and save the Tugowners and the
sub-contractors harmless against all the claims that third parties may have on account of such damage against the
Tugowners and/or the sub-contractors (regardless of whether or not the Tugowners and/or the sub-contractors are to be
held liable jointly with the Second Party) and the Second Party shall also indemnify and save the Tugowners and the
Page 21
sub-contractors harmless against any loss of or damage to their boats.
16. Penalties. The Tugowners shall not be responsible for any consequences arising through the act or error of the
Second Party in connection with export or entry declarations or any other formalities with respect to the Tow. Should
the Tugowners or the Tug incur any penalties by reason of such act or error of the Second Party, then the Second Party
shall reimburse the Tugowners and should the Tug be delayed by reason of such act or error of the Second Party, the
Second Party shall pay additional compensation to the Tugowners at the Tug's daily rate of hire as provided in clause 8.
17. Lien. The Tugowners shall have a lien on the Tow for the full towage price, for any and all additional
compensations, and for any other charges and expenses due them under this contract, including the cost of recovery of
the same.
18. Substitution. Should the Tug not be available to undertake the towage service described herein, or should the
Tugowners, for any reason, desire to substitute another tug, the Tugowners shall be permitted to do so; provided,
however, that the main particulars and position of the substituted tug shall be subject to the Second Party's prior
approval, but such approval shall not be unreasonably withheld.
19. General. This contract is a contract for towage services and shall not be construed to be a charter of the Tug or to
give rise to a personal contract.
If any one provision or group of provisions in this contract shall be held invalid, void, or of no effect for any reason
whatsoever, such holding shall not be deemed to affect the validity of the remaining contract provisions, which shall
continue to be of full force and effect.
20. Claim. The Tugowners (the Tug) shall be discharged from all liabilities for any reason whatsoever, unless claim for
loss, damage or delay is made in writing within fourteen (14) days from the date of arrival of the Tow at its destination
or termination of the towage service.
21. Brokerage. A commission of the number of percentage as stated in Box 26 on the Tugowners, final earnings of the
towage price shall be payable by the Tugowners as per Box 27.
22. Arbitration. Any dispute arising from this contract shall be submitted to arbitration held in Tokyo by the Japan
Shipping Exchange, Inc., in accordance with the provisions of the Maritime Arbitration Rules of the Japan Shipping
Exchange, Inc., and the award given by the arbitrators shall be final and binding on both parties.
Legal Topics:
FOOTNOTES:
(n1)Footnote 1. The Japan Shipping Exchange, Inc.; reprinted with permission.
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6 of 129 DOCUMENTS

FORM No. 18-2 NETHERLANDS TOWAGE CONDITIONS
1951
Article 1
The Tug Owners only make available their equipment and personnel on all waters and in all places in and outside the
Netherlands on the following conditions:
Ship means in these conditions--unless the contrary is expressed--any vessel or floating object or unit which is towed,
assisted, salved and/or moved under its own power in the Netherlands or Overseas, which is being assisted, supplied
with steam and/or to which personnel is made available and to which or for which any other work is done.
Article 2
The Management decides for the execution of the work which tug and what personnel is to be employed for the required
service.
Article 3
The work is carried out if possible in rotation of the orders received and until the place of destination or until such point
as the tug and/or ship can reach safely on account of depth of water, bridges, sluices, locks or of any other reason
whatsoever.
Distress signals will be attended to in priority.
If at the time agreed upon the ship is not ready or is not seaworthy or is not prepared for towage to the satisfaction of the
management, then the Company is in default by the simple effluxion of time and liable to compensate the Tug Owner
Page 23
for all loss and/or damage.
The Tug Owner undertakes to make every effort in order to reach the place of destination without however giving any
binding undertaking thereto.
Article 4
Unless otherwise agreed upon the contract price is due and payable before the commencement of the work.
Article 5
During the execution of the contract the ship may not cause any delay whatsoever.
Should such delay nevertheless occur the Company shall be in default by the mere occasion of the delay and responsible
to the Tug Owners for any loss and/or damage.
Article 6
The Company of the owner of the ship shall take for their account all damages also if sustained by third parties even if
due to any fault or negligence on the part of the Tug Owners or of persons on board of the tug, including pilots, or of the
personnel of the Tug Owners or any personnel supplied by the Tug Owners, or to any defective equipment of the Tug
Owners, or for which the Tug Owners might be held liable on any other ground.
Nevertheless, however, the Tug Owners will take for their account:
1. damage, which the tugs may have sustained by their own defects or through faults or negligence of their Masters and
crews;
2. damage done to vessels or property of third parties through collision with the tugs and in so far as which the
Company or the owner(s) of the ship can prove that this damage has not been contributed or was caused to by the ship.
Whenever pursuant to the provisions of this clause any damage is for account of the Company or the owner(s) of the
ship neither the Tug Owners nor any other party who may have been instructed by the Tug Owners to carry out the
work either entirely or in part shall be responsible for such damage, but the Company or the owner(s) shall be
responsible to indemnify and keep indemnified the Tug Owners or any other party performing the work by order of the
Tug Owners against all claims that third parties may have on account of this damage against the Tug Owners and/or
other contractors whether jointly with the Company or owner(s) of the ship and to indemnify the other contractors
against any damage to the boats of the other contractors in the same way as if this damage had been to the boats of the
Tug Owners.
Article 7
In case of storm, drift ice, dense fog and darkness and in general in weather not favourable for navigation at the
judgment of the Master of the tug, the tugs shall not be bound to tow.
If, however, the service of the tugs should be required in drift ice, the tariff shall no longer be in force and a special
agreement shall have to be arranged.
If the hindrances as specified above should occur during the work, the Master of the Tug may cast off the ship or
floating object towed, whenever in his judgment there will be danger for the tug.
Page 24
He is bound, however, to take the ship and floating objects cast off in tow again when the circumstances necessitating
the casting off have entirely disappeared; such again at his discretion.
Article 8
The Tug Owners and/or Masters of the tugs are entitled without being liable for any loss and/or damage of whatever
nature, to interrupt the work in order to go to the assistance of vessels in distress.
Article 9
The rates specified in the tariff of the Tug Owners shall not be applicable to ships which have struck a leak, which have
lost their rudder, have sustained damage to the engines or have sustained other damage and in general also the ships
which, without having sustained any damage, are in danger, but a special agreement will have to be arranged.
In case the Tug Owners have rendered any extraordinary services, which cannot be considered to be in performance of
the towage contract, the Tug Owners shall be entitled to separate remuneration.
Article 10
The Tug Owners shall be entitled in case the contract has not been performed or, if it has already been partially
performed by them, to cancel the contract entirely or for the unperformed part in the event of war or warlike operations
in or outside Europe, prohibitions, restrictions and controls of shipping; requisitioning of ships; revolution, riots, civil
commotions, blockade, strikes; lockouts; abnormal increases in prices and wages; scarcity of fuel and similar events,
which in the judgment of the Tug Owners may prevent or impede the performance of the contract and the return voyage
of the tugs to the Netherlands; by devaluation respectively depreciation of the currency in which the contract has been
entered into, also at such change in circumstances that it must reasonably be assumed that the Tug Owners under those
altered circumstances would not, or not on the same conditions, have entered into the contract.
Article 11
Those who make use of the Tug Owners services accept conditions with which they are deemed to be fully conversant.
This agreement shall be subject to the Law of the Netherlands.
The settlement of all disputes arising from this agreement shall to the exclusion of any other judge, be submitted to the
District Court at Rotterdam subject to the right of appeal against the decision of the said Court, in accordance with the
provisions of the Law of the Netherlands
Article 12
These conditions which have been deposited with the Central Offices of the District Courts of Rotterdam and
Amsterdam shall be referred to as the
"NETHERLANDS TUG OWNERS CONDITIONS 1951"
Legal Topics:
Page 25
7 of 129 DOCUMENTS

FORM No. 18-3 TOWING CONTRACTn1
Form adapted from Towing Contract reproduced asAppendix "A" in BASF Wyandotte Corp. v. Tug
Leander, Jr.-- F.2d--, 1979 A.M.C.-- (5th Cir.[La.] 1979).
___________________ hereinafter sometimes called "Tower", agrees to tow the following craft designated "Craft to be
Towed" upon the terms and conditions hereinafter set forth, when accepted by Owner of the "Craft to be Towed",
hereinafter sometimes called Owner, either by acceptance endorsed at the foot hereof or by delivery of the "Craft to be
Towed" to Tower, its agents, servants and employees and/or to Tower's subcontractors, to-wit:
1. Owner of "Craft to be Towed": ___________________
2. "Craft to be Towed": ___________________
3. Towing vessel: Suitable horsepower ___________________, fully found, or a suitable substitute.
4. Voyages: ___________________
5. Rate: ___________________
6. The service above mentioned rests alone upon this contract and neither Tower nor its vessels or servants shall be
held in any way to common carrier liability.
7. Owner of the "Craft to be Towed" warrants that at the inception of towage hereunder said "Craft to be Towed" will
be seaworthy in every respect, and fully equipped and supplied. This towing contract, having been entered into without
inspection by Tower of the "Craft to be Towed", shall be null and void, and Tower shall be under no obligation
hereunder, if in the judgment of the master of the towing vessel, the "Craft to be Towed" or any part thereof is
unseaworthy, or for any reason would constitute a risk or hazard to the tow, or any misstatement has been made in
giving a description of the "Craft to be Towed"; provided that nothing herein contained shall impose any duty upon
Page 26
Tower, its agents, servants or employees, to inspect the "Craft to be Towed", or make anyone of them liable for damage
resulting from failure to make an inspection or resulting from any error of judgment in making an inspection.
8. When the towing vessel starts on the voyage with the tow, the entire amount of the agreed towage price shall become
earned and due and payable, tow and/or cargo lost or not lost, or damaged or not damaged, at any stage of the entire
transit.
9. Owner of the "Craft to be Towed" agrees to indemnify and hold harmless Tower and the boats and/or other
equipment used in the contemplated movement of the "Craft to be Towed", and its cargo, if any, and any owner,
charterer, and hirer thereof from any liability to or for account of the crew of the "Craft to be Towed", because of any
accident, damage, injury or loss of life of the said crew, or any loss of personal property or effects of the said crew,
however arising, and the Owner of the "Craft to be Towed" agrees to defend any and all suits or other actions which
may be brought against Tower and the boats and/or other equipment used in the contemplated movement of the "Craft
to be Towed", and its cargo, if any, and any owner, charterer and hirer thereof, by or for account of the members of such
crew for the reasons aforesaid, and to pay, satisfy or discharge any and all judgments that may be rendered therein, to
the full acquittance and discharge of Tower and the boats and/or other equipment used in the contemplated movement
of the "Craft to be Towed" and its cargo, if any, and any owner, charterer and hirer thereof.
10. Tower will furnish meals to caretakers accompanying "Craft to be Towed", at a charge of $1.25 per man per day or
fraction thereof.
11. Owner of the "Craft to be Towed" agrees to obtain at its expense and keep in full force and effect throughout the
life of this agreement, in good, solvent companies, full form A.I.T.H. (December 1, 1955) hull insurance, and Protection
and Indemnity Insurance (Ocean Form) on the "Craft to be Towed" and all floating equipment towed hereunder, and full
form cargo insurance on all cargoes to be transported in or on the "Craft to be Towed" to the full insurable values
thereof, naming Tower and its vessels as assureds and having all rights to subrogation waived by all underwriters
against Tower, its vessels, their owners, operators, agents and managers, charterers and parties at interest therein. Owner
of the "Craft to be Towed" will pay all deductibles under said barge and cargo policies.
12. Force Majeure: It is agreed that neither the vessel, her master, crew or Tower shall, unless otherwise in this towage
contract expressly provided, be responsible or liable for any loss, damage or delay or failure in performing hereunder
arising or resulting from: Act of God, perils of the sea, fire, explosion, act of war, act of public enemies, pirates or
assailing thieves, epidemic, quarantine, embargo, arrest or restraint of princes, rulers of people, or from saving or
attempting to save life or property at sea, or seizure under legal process, strike or lockout or stoppage or restraint of
labor from whatever cause, either partial or general, or riot or civil commotion.
Nor shall the vessel, her master, crew or Tower be liable for any loss, damage or delay arising from errors in navigation
or management of the vessel or from latent or other defects in hull, machinery and equipment or any unseaworthiness
not resulting from failure to use due diligence to make the vessel seaworthy.
13. Owner, although not a common carrier, and its vessel, when towing barges carrying cargo, shall be entitled to all
the exemptions and benefits awarded to a water carrier under the Carrier of Goods by Sea Act, 46 U.S. C.A., Sec. 1300,
et seq. and amendments. Nothing in this contract shall be construed to deprive Owner or limit Owner's right to benefit
or rules of law or statutory protection or exemption from or limitation of liability accorded to an Owner of vessels for
the time being in force which otherwise would be applicable.
14. Indemnity: If the tug or tow comes into collision with another vessel or object as a result of the negligence of the
other vessel or object and any act, neglect or default of Tower, or the master or crew of the tug, for which, or for the
consequences of which Tower is not responsible to the Owner of the "Craft to be Towed" or the owner of the cargo on
board thereof by statute or contract or otherwise, Owner and other parties having an interest in the barge and cargo shall
Page 27
jointly and severally indemnify Tower against all liability to the other vessel or object or her or their owners or the
owners of the cargo in the other vessel or object with respect to any payment which the Owner or such other parties
have received or may be entitled to receive from such other vessel or object or her or its owners or the owners of the
cargo on board the other vessel or object.
15. General Average: In the event of accident, danger, damage or disaster before or after commencement of any voyage
resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which,
Tower is not responsible by statute or contract or otherwise, Owner, shipper or consignees or owners of any barges in
tow, and the cargo on board thereof, shall contribute with Tower in General Average to the payment of any sacrifices,
losses or expenses of a General Average nature that may be made or incurred, and shall pay salvage and special charges
incurred in respect to the barge and cargo.
16. Owner of the "Craft to be Towed" agrees that all bills of lading, contracts of affreightment, cargo receipts and oral
agreements for carriage of cargo in or on barges to be towed by Tower's vessel shall be made subject to the terms and
conditions hereof.
17. The "Craft to be Towed" will be moved only at the convenience of Dixie Carriers, Inc. and not by any particular
tow, and Dixie Carriers, Inc. reserves the right to change "Craft to be Towed" from one to another of its tows as
frequently as it may find it convenient to do so.
18. Privilege is hereby granted for Tower at its discretion to employ vessels not owned by it to perform hereunder, and
whenever, in the performance of this agreement Tower uses or procures or permits the use of any vessel or equipment
not owned by Tower all of the covenants and exemptions from liability and hold harmless agreements herein provided
are applicable to Tower shall also be applicable and the benefit thereof shall accrue to said vessel and equipment, its
master and crew, and to its owner, operators and agents, their servants and employees.
19. Whether or not the Owner subscribes in the acceptance space provided at the foot hereof, the delivery of the "Craft
to be Towed" to Tower, its agents, servants and employees, shall constitute an acceptance of all of the terms and
conditions of this contract.
20. SPECIAL CONDITIONS:
1. Clauses 9, 14, and 15 are void.
2. Clause 11 is amended to read: "Owner of craft to be towed agrees to waive all rights of subrogation against Tower,
its vessels, their owners, operators, agents and managers, charterers and parties at interest therein".
3. Tower will make one placement of craft to be towed at destination and one placement at origin. Any additional
shifting will be performed for account of barge at Tower's out-of-pocket costs.
Legal Topics:
FOOTNOTES:
(n1)Footnote 1. Form adapted from Towing Contract reproduced as Appendix "A" in BASF Wyandotte Corp. v. Tug
Leander, Jr.-- F.2d--, 1979 A.M.C.-- (5th Cir.[La.] 1979).
Page 28
8 of 129 DOCUMENTS

FORM No. 18-4 TOWCONn1
BIMCO's permission to republish is gratefully acknowledged.
INSTRUCTIONS ON HOW TO FILL IN BOX 28 in PART I
Notice to be communicated according to Clause 7(c)
Initial Departure Period (Box 28(a) ). The Tow shall be ready to sail from the place of departure between the dates
indicated.
Initial Departure Notice (Box 28(b) ). The Hirer shall give the Tugowner the number of days notice of the number of
days period falling within the initial departure period as to when the Tow will be ready to depart.
Final Departure Period and Notice (Box 28(c) ). The Hirer shall give the Tugowner the number of days notice of the
number of days period falling within the initial departure notice period as to when the Tow will be ready to depart.
Final Departure Time and Date Notice (Box 28(d) ). The Hirer shall give the Tugowner the number of days notice of
the time and date of sailing of the Tow which day shall fall within the final departure period.
Notices to be given to (Box 28(e) ). The above notices shall be given by the Hirer to the addressee mentioned in Box
28(e).
Page 29
PART II
1. The Tow. "The Tow" shall include any vessel, craft or object of whatsoever nature including anything carried
thereon as described in PART I to which the Tugowner agrees to render the service(s) as set out in Box 22.
2. Price and Conditions of Payment. (a) The Hirer shall pay the Tugowner the sum set in Box 32 (hereinafter called
"the Lump Sum").
(b) The Lump Sum shall be payable as set out in Boxes 32 and 33.
(c) The Lump Sum and all other sums payable to the Tugowner under this Agreement shall be payable without any
discount, deduction, set-off, lien, claim or counter-claim, each instalment of the Lump Sum shall be fully and
irrevocably earned at the moment it is due as set out in Box 32, Tug and/or Tow lost or not lost, and all other sums shall
be fully and irrevocably earned on a daily basis.
(d) All payments by the Hirer shall be made in the currency and to the bank account specified in Box 33.
(e) In the event that the average price per metric tonne of bunkers actually paid by the Tugowner differs from the
amount specified in Box 36 then the Hirer or the Tugowner, as the case may be, shall pay to the other the difference per
metric tonne for every metric tonne consumed during the voyage. The average price specified above shall be the
average of the prices per metric tonne actually paid by the Tugowner on the basis of quantities purchased at the last
bunkering port prior to the voyage, any bunkering port during the voyage, and the first bunkering port after completion
of the voyage. The log book of the Tug shall be prima facie evidence of the quantity of bunkers consumed.
(f) Any Delay Payment due under this Agreement shall be paid to the Tugowner as and when earned on presentation of
the invoice.
(g) The Free Time specified in Boxes 26 and 27 shall be allowed for the connecting and disconnecting of the Tow and
all other purposes relating thereto. Free Time shall commence when the Tug arrives at the pilot station at the place of
departure or the Tug and Tow arrives at the pilot station at the place of destination or anchors or arrives at the usual
waiting area off such places. Should the Free Time be exceeded, Delay Payment(s) at the rate specified in Box 29 shall
be payable until the Tug and Tow sail from the place of departure or the Tug is free to leave the place of destination.
3. Additional Charges and Extra Costs. (a) The Hirer shall appoint his agents at the place of departure and place of
destination and ports of call or refuge and shall provide such agents with adequate funds as required.
(b) The Hirer shall bear and pay as and when they fall due:
(i) All port expenses, pilotage charges, harbour and canal dues and all other expenses of a similar nature levied upon or
payable in respect of both the Tug and the Tow.
(ii) All taxes, (other than those normally payable by the Tugowner in the country where he has his principal place of
business and in the country where the Tug is registered) stamp duties or other levies payable in respect of or in
connection with this Agreement or the payments of the Lump Sum or other sums payable under this Agreement or the
services to be performed under or in pursuance of this Agreement, any Customs or Excise duties and any costs, dues or
expenses payable in respect of any necessary permits or licences.
(iii) The cost of the services of any assisting tugs when deemed necessary by the Tugmaster or prescribed by Port or
other Authorities.
Page 30
(iv) All costs and expenses necessary for the preparation of the Tow for towing (including such costs or expenses as
those of raising the anchor of the Tow or tending or casting off any moorings of the Tow).
(v) The cost of insurance of the Tow shall be the sole responsibility of the Hirer to provide.
(c) All taxes, charges, costs, and expenses payable by the Hirer shall be paid by the Hirer direct to those entitled to
them. If, however, any such tax, charge, cost or expense is in fact paid by or on behalf of the Tugowner
(notwithstanding that the Tugowner shall under no circumstances be under any obligation to make such payments on
behalf of the Hirer) the Hirer shall reimburse the Tugowner on the basis of the actual cost to the Tugowner upon
presentation of invoice.
4. War Risk Escalation Clause. The Lump Sum is based and assessed on all war risk insurance costs applicable to the
Tugowner in respect of the contemplated voyage in effect on the date of this Agreement.
In the event of any subsequent increase or decrease in the actual costs due to the Tugowner fulfilling his obligations
under this Agreement, the Hirer or the Tugowner, as the case may be, shall reimburse to the other the amount of any
increase or decrease in the war risk, confiscation, deprivation or trapping insurance costs.
5. Interest. If any amounts due under this Agreement are not paid when due, then interest shall accrue and shall be paid
in accordance with the provisions of Box 34, on all such amounts until payment is received by the Tugowner.
6. Security. The Hirer undertakes to provide, if required by the Tugowner, security to the satisfaction of the Tugowner
in the form and in the sum, at the place and at the time indicated in Box 35 as a guarantee for due performance of the
Agreement. Such security shall be returned to the guarantor when the Hirer's financial obligations under this Agreement
have been met in full.
(Optional, only applicable if Box 35 filled in.)
7. Place of Departure/Notices. (a) The Tow shall be tendered to the Tugowner at the place of departure stated in Box
24.
(b) The precise place of departure shall always be safe and accessible for the Tug to enter, to operate in and for the Tug
and Tow to leave and shall be a place where such Tug is permitted to commence the towage in accordance with any
local or other rules, requirements or regulations and shall always be subject to the approval of the Tugowner which shall
not be unreasonably withheld.
(c)
(i) The Tow shall be ready to sail from the Place of Departure between the dates indicated in Box 28(a), hereinafter
called the Initial Departure Period.
(ii) The Hirer shall give the Tugowner such notice as is stipulated in Box 28 in respect of Initial Departure Notice (Box
28(b)), Final Departure Period Notice (Box 28(c)) and Final Departure Time and Date Notice (Box 28(d)).
(iii) The Tow shall be offered to the Tugowner, duly certificated and otherwise in accordance with the terms and
conditions of this Agreement.
(d) If the Hirer fails to comply strictly with the provisions of Cl. 7(c) the date of departure shall be deemed to be either
the last day of the Initial Departure Period or the last day of the Final Departure Period, whichever is earlier, and this
date shall be binding for all consequences arising in respect of Delay Payments and any other payments due or charges
Page 31
incurred in the performance of this Agreement.
8. Place of Destination. (a) The Tow shall be accepted forthwith and taken over by the the Hirer or his duly authorised
representative at the place of destination stated in Box 25.
(b) The precise place of destination shall always be safe and accessible for the Tug and Tow to enter, to operate in, and
for the Tug to leave and shall be a place where such Tug is permitted to redeliver the Tow in accordance with any local
or other rules, requirements or regulations and shall always be subject to the approval of the Tugowner, which approval
shall not be unreasonably withheld.
9. Riding Crew. (a) In the event that the Tugowner provides a Riding Crew for the Tow, such crew and their
suitability for the work shall be in the discretion of the Tugowner. All expenses for such personnel shall be for the
account of the Tugowner.
(b) In the event that any personnel are placed on board the Tow by the Hirer all expenses for such personnel will be for
the account of the Hirer and such personnel shall be at all times under the orders of the Master of the Tug, but shall not
be deemed to be the servants or agents of the Tugowner.
(c) The Riding Crew shall be provided at the Hirer's sole expense with suitable accomodation, food, fresh water, life
saving appliances and all other requirements to comply as necessary with the law and regulations of the law of the Flag
of the Tug and/or Tow and of the States through the territorial waters of which the Tug will pass or enter. It is a
requirement that members of the Riding Crew provided by the Hirer shall be able to speak and understand the English
language or any other mutual language.
10. Towing Gear and Use of Tow's Gear. (a) The Tugowner agrees to provide free of cost to the Hirer all towing
hawsers, bridles and other towing gear normally carried on board the Tug, for the purpose of the towage or other
services to be provided under this Agreement. The Tow shall be connected up in a manner within the discretion of the
Tugowner.
(b) The Tugowner may make reasonable use at his discretion of the Tow's gear, power, anchors, anchor cables, radio,
communication and navigational equipment and all other appurtenances free of cost during and for the purposes of the
towage or other services to be provided under this Agreement.
11. Permits and Certification. (a) The Hirer shall arrange at his own cost and provide to the Tugowner all necessary
licenses, authorisations and permits required by the Tug and Tow to undertake and complete the contractual voyage
together with all necessary certification for the Tow to enter or leave all or any ports of call or refuge on the
contemplated voyage.
(b) Any loss or expense incurred by the Tugowner by reason of the Hirer's failure to comply with this Clause shall be
reimbursed by the Hirer to the Tugowner and during any delay caused thereby the Tugowner shall receive additional
compensation from the Hirer at the Tug's Delay Payment rate specified in Box 29.
12. Tow-worthiness of the Tow. (a) The Hirer shall exercise due diligence to ensure that the Tow shall, at the
commencement of the towage, be in all respects fit to be towed from the place of departure to the place of destination.
(b) The Hirer undertakes that the Tow will be suitably trimmed and prepared and ready to be towed at the time when
the Tug arrives at the place of departure and fitted and equipped with such shapes, signals, navigational and other lights
of a type required for the towage.
(c) The Hirer shall supply to the Tugowner or the Tugmaster, on the arrival of the Tug at the place of departure an
Page 32
unconditional certificate of tow-worthiness for the Tow issued by a recognised firm of Marine Surveyors or Survey
Organization, provided always that the Tugowner shall not be under any obligation to perform the towage until in his
discretion he is satisfied that the Tow is in all respects trimmed, prepared, fit and ready for towage but the Tugowner
shall not unreasonably withhold his approval.
(d) No inspection of the Tow by the Tugowner shall constitute approval of the Tow's condition or be deemed a waiver
of the foregoing undertakings given by the Hirer.
13. Seaworthiness of the Tug. The Tugowner will exercise due diligence to tender the Tug at the place of departure in
a seaworthy condition and in all respects ready to perform the towage, but the Tugowner gives no other warranties,
express or implied.
14. Substitution of Tugs. The Tugowner shall at all times have the right to substitute any tug or tugs for any other tug
or tugs of adequate power (including two or more tugs for one, or one tug for two or more) at any time whether before
or after the commencement of the towage or other services and shall be at liberty to employ a tug or tugs belonging to
other tugowners for the whole or part of the towage or other service contemplated under this Agreement. Provided
however, that the main particulars of the substituted tug or tugs shall be subject to the Hirer's prior approval, but such
approval shall not be unreasonably withheld.
15. Salvage. (a) Should the Tow break away from the Tug during the course of the towage service, the Tug shall render
all reasonable services to re-connect the towline and fulfill this Agreement without making any claim for salvage.
(b) If at any time the Tugowner or the Tugmaster considers it necessary or advisable to seek or accept salvage services
from any vessel or person on behalf of the Tug or Tow, or both, the Hirer hereby undertakes and warrants that the
Tugowner or his duly authorised servant or agent including the Tugmaster have the full actual authority of the Hirer to
accept such services on behalf of the Tow on any reasonable terms.
16. Cancellation and Withdrawal. (a) At any time prior to the departure of the Tow from the place of departure the
Hirer may cancel this Agreement upon payment of the cancellation fee set out in Box 38. If cancellation takes place
whilst the Tug is en route to the place of departure or after the Tug has arrived at or off the place of departure then in
addition to the said cancellation fee the Hirer shall pay any additional amount due under this Agreement.
(b) In the event that the towage operation is terminated after departure from the place of departure, but before the Tow
arrives at the place of destination without fault on the part of the Tugowner, his servants or agents, the Tugowner shall
be entitled to be paid, and if already paid to retain all sums payable according to Box 32, accrued Delay Payments and
any other amounts due under this Agreement. The above amounts are in addition to any damages the Tugowner may be
entitled to claim for breach of this Agreement.
(c) The Tugowner may without prejudice to any other remedies he may have leave the Tow in a place where the Hirer
may take repossession of it and be entitled to payment of the Lump Sum less expenses saved by the Tugowner and all
other payments due under this Agreement, upon any one or more of the following grounds:
(i) If there is any delay or delays (other than delay caused by the Tug) at the place of departure exceeding in aggregate
21 running days.
(ii) If there is any delay or delays (other than a delay caused by the Tug) at any port or place of call or refuge exceeding
in aggregate 21 running days.
(iii) If the security as may be required according to Box 35 is not given within 7 running days of the Tugowner's request
to provide security.
Page 33
(iv) If the Hirer has not accepted the Tow within 7 running days of arrival at the place of destination.
(v) If any amount payable under this Agreement has not been paid within 7 running days of the date such sums are due.
(d) Before exercising his option of withdrawing from this Agreement as aforesaid, the Tugowner shall if practicable
give the Hirer 48 hours notice (Saturdays, Sundays and public Holidays excluded) of his intention so to withdraw.
(e) Should the Tug not be ready to commence the towage at the latest at midnight on the date, if any, indicated in Box
37, the Hirer shall have the option of cancelling this Agreement and shall be entitled to claim damages for detention if
due to the wilful default of the Tugowner. Should the Tugowner anticipate that the Tug will not be ready, he shall notify
the Hirer thereof by telex, cable or otherwise in writing without delay stating the expected date of the Tug's readiness
and ask whether the Hirer will exercise his option to cancel. Such option to cancel must be exercised within 48 hours
after the receipt of the Tugowner's notice, otherwise the third day after the date stated in the Tugowner's notice shall be
deemed to be the new agreed date to commence the towage in accordance with this Agreement.
17. Necessary Deviation or Slow Steaming. (a) If the Tug during the course of the towage or other service under this
Agreement puts into a port or place or seeks shelter or is detained or deviates from the original route as set out in Box
23, or slow steams because either the Tugowner or Tugmaster reasonably consider
(i) that the Tow is not fit to be towed or
(ii) the Tow is incapable of being towed at the original speed contemplated by the Tugowner or
(iii) the towing connection requires rearrangement, or
(iv) repairs or alterations to or additional equipment for the Tow are required to safeguard the venture and enable the
Tow to be towed to destination, or
(v) it would not be prudent to do otherwise on account of weather conditions actual or forecast, or
because of any other good and valid reason outside the control of the Tugowner or Tugmaster, or because of any delay
caused by or at the request of the Hirer, this Agreement shall remain in full force and effect, and the Tugowner shall be
entitled to receive from the Hirer additional compensation at the appropriate Delay Payment rate as set out in Box 29 for
all time spent in such port or place and for all time spent by the Tug at sea in excess of the time which would have been
spent had such slow steaming or deviation not taken place.
(b) The Tug shall at all times be at liberty to go to the assistance of any vessel in distress for the purpose of saving life
or property or to call at any port or place for bunkers, repairs, supplies, or any other necessaries or to land disabled
seamen, but if towing the Tug shall leave the Tow in a safe place and during such period this Agreement shall remain in
full force and effect.
(c) The Tug shall have liberty to comply with any orders or directions as to departure, arrival, routes, ports of call,
stoppages, destination, delivery, requisition or otherwise howsoever given by the Government of the Nation under
whose flag the Tug or Tow sails or any department thereof, or any person acting or purporting to act with the authority
for such Government or any department thereof or by the committee or person having under the terms of the War Risks
Insurance on the Tug the right to give such orders or directions and if by reason of and in compliance with any such
orders or directions anything is done or is not done the same shall not be deemed a deviation and delivery in accordance
with such orders or directions shall be a fulfilment of this Agreement and the Lump Sum and/or all other sums shall be
paid to the Tugowner accordingly.
Page 34
(d) Any deviation howsoever or whatsoever by the Tug or by the Tugowner not expressly permitted by the terms and
conditions of this Agreement shall not amount to a repudiation of this Agreement and the Agreement shall remain in
full force and effect notwithstanding such deviation.
18. Liabilities. 1. (a) The Tugowner will indemnify the Hirer in respect of any liability adjudged due or claim
reasonably compromised arising out of injury or death occuring during the towage or other service hereunder to any of
the following persons:
(i) The Master and members of the crew of the Tug and any other servant or agent of the Tugowner;
(ii) The members of the Riding Crew provided by the Tugowner or any other person whom the Tugowner provides on
board the Tow;
(iii) Any other person on board the Tug who is not a servant or agent of the Hirer or otherwise on board on behalf of or
at the request of the Hirer.
(b) The Hirer will indemnify the Tugowner in respect of any liability adjudged due or claim reasonably compromised
arising from injury or death occuring during the towage or other service hereunder to any of the following persons:
(i) The Master and members of the crew of the Tow and any other servant or agents of the Hirer;
(ii) Any other person on board the Tow for whatever purpose except the members of the Riding Crew or any other
persons whom the Tugowner provides on board the Tow pursuant to their obligations under this Agreement.
2. (a) The following shall be for the sole account of the Tugowner without any recourse to the Hirer, his servants, or
agents, whether or not the same is due to breach of contract, negligence or any other fault on the part of the Hirer, his
servants or agents:
(i) Loss or damage of whatsoever nature, howsoever caused to or sustained by the Tug or any property on board the
Tug.
(ii) Loss or damage of whatsoever nature caused to or suffered by third parties or their property by reason of contact
with the Tug or obstruction created by the presence of the Tug.
(iii) Loss or damage of whatsoever nature suffered by the Tugowner or by third parties in consequence of the loss or
damage referred to in (i) and (ii) above.
(iv) Any liability in respect of wreck removal or in respect of the expense of moving or lighting or buoying the Tug or
in respect of preventing or abating pollution originating from the Tug.
The Tugowner will indemnify the Hirer in respect of any liability adjudged due to a third party or any claim by a third
party reasonably compromised arising out of any such loss or damage. The Tugowner shall not in any circumstances be
liable for any loss or damage suffered by the Hirer or caused to or sustained by the Tow in consequence of loss or
damage howsoever caused to or sustained by the Tug or any property on board the Tug.
(b) The following shall be for the sole account of the Hirer without any recourse to the Tugowner, his servants or
agents, whether or not the same is due to breach of contract, negligence or any fault on the part of the Tugowner, his
servants or agents:
Page 35
(i) Loss or damage of whatsoever nature, howsoever caused to or sustained by the Tow.
with the Tow or obstruction created by the presence of the Tow.
(iii) Loss or damage of whatsoever nature suffered by the Hirer or by third parties in consequence of the loss or damage
referred to in (i) and (ii) above.
(iv) Any liability in respect of wreck removal or in respect of the expense of moving or lighting or buoying the Tow or
in respect of preventing or abating pollution originating from the Tow.
The Hirer will indemnify the Tugowner in respect of any liability adjudged due to a third party or any claim by a third
party reasonably compromised arising out of any such loss or damage but the Hirer shall not in any circumstances be
liable for any loss or damage suffered by the Tugowner or caused to or sustained by the Tug in consequence of loss or
damage, howsoever caused to or sustained by the Tow.
3. Save for the provisions of Clauses 11, 12, 13 and 16 neither the Tugowner nor the Hirer shall be liable to the other
party for loss of profit, loss of use, loss of production or any other indirect or consequential damage for any reason
whatsoever.
4. Notwithstanding any provisions of this Agreement to the contrary, the Tugowner shall have the benefit of all
limitations of, and exemptions from, liability accorded to the Owners or Chartered Owners of Vessels by any applicable
statute or rule of law for the time being in force and the same benefits are to apply regardless of the form of signatures
given to this Agreement.
19. Himalaya Clause. All exceptions, exemptions, defences, immunities, limitations of liability, indemnities,
privileges and conditions granted or provided by this Agreement or by any applicable statute rule or regulation for the
benefit of the Tugowner or Hirer shall also apply to and be for the benefit of demise charterers, sub-contractors,
operators, master, officers and crew of the Tug or Tow and to and be for the benefit of all bodies corporate parent of,
subsidiary to, affiliated with or under the same management as either of them, as well as all directors, officers, servants
and agents of the same and to and be for the benefit of all parties performing services within the scope of this
Agreement for or on behalf of the Tug or Tugowner or Hirer as servants, agents and sub-contractors of such parties. The
Tugowner or Hirer shall be deemed to be acting as agent or trustee of and for the benefit of all such persons, entities and
vessels set forth above but only for the limited purpose of contracting for the extension of such benefits to such persons,
bodies and vessels.
20. War and Other Difficulties. (a) If owing to any Hostilities; War or Civil War; Acts of Terrorism; Acts of Public
Enemies; Arrest or Restraint of Princes, Rulers or People; Insurrections; Riots or Civil Commotions; Disturbances; Acts
of God; Epidemics; Quarantine; Ice; Labour Troubles; Labour Obstructions; Strikes: Lock-outs; Embargoes; Seizure of
the Tow under Legal Process or for any other cause outside the control of the Tugowner it would be impossible or
unsafe or commercially impracticable for the Tug or Tow or both to leave or attempt to leave the place of departure or
any port or place of call or refuge or to reach or enter or attempt to reach or enter the port or place of destination of the
Tow and there deliver the Tow and leave again, all of which safely and without unreasonable delay, the Tug may leave
the Tow or any part thereof at the place of departure or any other port or place where the Hirer may take repossession
and this shall be deemed a due fulfilment by the Tugowner of this Agreement and any outstanding sums and all extra
costs of delivery at such place and any storage costs incurred by the Tugowner shall thereupon become due and payable
by the Hirer.
(b) If the performance of this Agreement or the voyage to the place of departure would in the ordinary course of events
require the Tug and/or Tow to pass through or near to an area where after this Agreement is made there is or there
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appears to be danger of such area being blocked or passage through being restricted or made hazardous by reason of
War, Acts of Terrorism, Trapping of Vessels, Civil War, Acts of Public Enemies, Arrest or Restraint of Princes, Rulers
or People, Insurrection, Riots or Civil Commotions or Disturbances or other dangers of a similar nature then:
(i) If the Tug has not entered such area en route to the place of departure, or having entered has become trapped therein,
the Hirer shall pay a Delay Payment at the rate specified in Box 29 for every day of the resulting delay. Provided that if
the delay is for a period of more than 14 days either party hereto shall be entitled to terminate this Agreement by telex,
cable or other written notice in which event, save for liabilities already accrued, neither party shall be under any further
liability to the other but the Tugowner shall not be bound to repay to the Hirer any payments already made and all
amounts due shall remain payable.
(ii) If the Tug and Tow whilst en route to the place of destination have not entered such area during the course of the
towage or other service the Hirer shall pay Delay Payment at the rate indicated in Box 29 for every day by which the
towage is prolonged by reason of waiting for such area to become clear and/or safe and/or by reason of proceeding by a
longer route to avoid or pass such area in safety.
(iii) If the Tug and Tow whilst en route to the place of destination have become trapped in such area during the course
of the towage or other service, the Hirer shall pay a Delay Payment at the rate specified in Box 29 for every day of the
resulting delay. Provided that if the delay is for a period of more than 14 days either party hereto shall be entitled to
terminate this Agreement by telex, cable or other written notice in which event, save for liabilities already accrued,
neither party shall be under any further liability to the other but the Tugowner shall not be bound to repay to the Hirer
any payment already made and all amounts due shall remain payable.
21. Lien. Without prejudice to any other rights which he may have, whether in rem or in personam, the Tugowner, by
himself or his servants or agents or otherwise shall be entitled to exercise a possessory lien upon the Tow in respect of
any sum howsoever or whatsoever due to the Tugowner under this Agreement and shall for the purpose of exercising
such possessory lien be entitled to take and/or keep possession of the Tow; provided always that the Hirer shall pay to
the Tugowner all reasonable costs and expenses howsoever or whatsoever incurred by or on behalf of the Tugowner in
excersing or attempting or preparing to exercise such lien and the Tugowner shall be entitled to receive from the Hirer
the Tug's Delay Payment at the rate specified in Box 29 for any reasonable delay to the Tug resulting therefrom.
22. Warranty of Authority. If at the time of making this Agreement or providing any service under this Agreement
other than towing at the request, express or implied, of the Hirer, the Hirer is not the Owner of the Tow referred to in
Box 4, the Hirer expressly represents that he is authorised to make an does make this Agreement for and on behalf of
the Owner of the Said Tow subject to each and all of these conditions and agrees that both the Hirer and the Owner of
the Tow are bound jointly and severally by these conditions.
23. General. (a) If any one or more of the terms, conditions or provisions in this Agreement or any part thereof shall be
held to be invalid, void or of no effect for any reason whatsoever, the same shall not affect the validity of the remaining
terms, conditions or provisions which shall remain and subsist in full force and effect.
(b) For the purpose of this Agreement unless the context otherwise requires the singular shall include the plural and
vice versa.
(c) Any extension of time granted by the Tugowner to the Hirer or any indulgence shown relating to the time limits set
out in this Agreement shall not be a waiver of the Tugowner's right under this Agreement to act upon the Hirer's failure
to comply with the time limits.
24. Time for Suit. Save for the indemnity provisions under Clause 18 of this Agreement, any claim which may arise
out of or in connection with this Agreement or of any towage or other service to be performed hereunder shall be
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notified by telex, cable or otherwise in writing within 6 months of delivery of the Tow or of the termination of the
towage or other service for any reason whatever, and any suit shall be brought within one year of the time when the
cause of action first arose. If either of these conditions is not complied with the claim and all rights whatsoever and
howsoever shall be absolutely barred and extinguished.
25. Law and Jurisdiction. This Agreement shall be construed in accordance with and governed by English law. Any
dispute or difference which may arise out of or in connection with this Agreement or the services to be performed
hereunder shall be referred to the High Court of Justice in London.
No suit shall be brought in any other state or jurisdiction except that either party shall have the option to bring
proceedings in rem to obtain conservative seizure or other similar remedy against any vessel or property owned by the
other party in any state or jurisdiction where such vessel or property may be found.
New Towage Agreements
International Ocean Towage Agreement--"Towcon" (Lump Sum)
This Agreement follows the same format and layout as the Daily Hire Agreement ("Towhire").
Part I
The box layout and content of Part I boxes 1-21 are identical in the Lump Sum Agreement to those in the Daily Hire
Agreement.
Boxes 22-27 inclusive deal with the precise nature of the services, the contemplated route, the place of departure and
place of destination and free time at such places.
Box 28 has five sub-sections dealing with notices which are to be given by the Hirer to the Tugowner of the date and
time of departure of the tow from the place of departure. Separate instructions on the completion of this box are set out
on the last page of Part I of the Agreement.
Box 29 deals with Delay Payments which may become due to the Tugowner in performance of the Agreement, and
there is provision for two rates namely a port rate and a sea rate.
Box 30 and 31 deal with the Riding Crew, if any.
Box 32 and 33 deal with the Lump Sum towage price, when it is due, and how it is to be paid.
Box 34 and 35 deal with interest due in the event of late payment of any sums due under the Agreement, and security
which the Tugowner may call upon the Hirer to provide to cover his financial responsibilities under the Agreement.
Box 36 is for details of the current cost and type of the tug's bunker oil.
Box 37 and 38 allow for the insertion of a cencellation date, if any is agreed, and for a cancellation fee.
Box 39 is for the numbers of any additional clauses if agreed.
Part II General Conditions
As in the "Towhire" Part II, there are 25 clauses and many of these clauses are identical in each Agreement. The only
Page 38
differences between the "Towhire" Part II and "Towcon" Part II are to be found in clauses 2, 7(c) and (d), 11(b), 16(b)
and (c), 17, 20(b) and 21 of the "Towcon" Lump Sum Agreement.
These difference are those that naturally follow from the fact that the "Towcon" is a Lump Sum Agreement and
incorporates necessary changes to deal with payment of a Lump Sum towage price and Delay Payments which may
become due in the performance of the Agreement.
These differences are itemised in more detail below:
Clause 2--Price and Conditions of Payment. Sub-sections (a), (b), (c) and (d) deal with payment of the lump sum
towage price.
Sub-section (e) is the bunker clause and this is identical to that which is to be found in the "Towhire" Agreement.
Sub-section (f) relates to Delay Payments and sub-section (g) sets out what the free time at the place of departure and
place of destination may be used for and when it commences.
Clause 7 - Place of Departure/Notices. Sub-sections (c) and (d) relate to the notice periods set out in Box 28 of Part I
and the results which will prevail if the Hirer fails to comply with those notice periods.
Clause 11--Permits and Certification. Sub-section (b) varies from the same clause in the "Towhire" Agreement due
to the need to make reference to Delay Payments.
Clause 16--Cancellation and Withdrawal. Sub-sections (b) and (c), the only variation between these sub-sections and
the similar sub-sections in the "Towhire" Agreement relate to the payment of the Lump Sum towage price and any
Delay Payments.
Clause 17--Necessary Deviation or Slow Steaming. This clause again varies from the similar clause in the "Towhire"
Agreement due to references to Delay Payments and in addition it also deals with the situation when the tug is obliged
or requested to slow steam whilst towing.
Clause 20--War and Other Difficulties. Sub-section (b) has slight variations from the similar clause in the Daily Hire
Agreement, due to the need to make reference to Delay Payments.
Clause 21--Lien. Again this clause has a slight variation from the similar clause in the Daily Hire Agreement due to a
reference to Delay Payments.
Legal Topics:
FOOTNOTES:
(n1)Footnote 1. BIMCO's permission to republish is gratefully acknowledged.
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9 of 129 DOCUMENTS

2D-XVIII Benedict on Admiralty FORM No. 18-4A
FORM No. 18-4A TOWCON 2008
PART II
TOWCON 2008
1. Definitions
"Tugowner" means the party stated in Box 2.
"Hirer" means the party stated in Box 3.
"Tug" means the vessel or vessels as described in Boxes 13 to 16.
"Tow" means one or more vessels or objects of whatsoever nature including anything carried thereon as described in
Boxes 4 to 12.
"Voyage" means the voyage described in Boxes 24 and 25.
"Restricted Waters" for the purpose of this Contract means the waterways described in Box 23.
2. Basis of the Agreement
The Tugowner agrees to render the service(s) to the Tow as set out in Box 22.
3. Price and Conditions of Payment

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(a) The Hirer shall pay the Tugowner the sum set out in Box 33 (hereinafter called "the Lump Sum").
(b) The Lump Sum shall be payable as set out in Boxes 33 and 34.
(c) The Lump Sum and all other sums payable to the Tugowner under this Agreement shall be payable without any
discount, deduction, set-off, lien, claim or counter-claim, each installment of the Lump Sum shall be fully and
irrevocably earned at the moment it is due as set out in Box 33, Tug and/or Tow or part of Tow lost or not lost, and all
other sums shall be fully and irrevocably earned on a daily basis as per Box 30.
(d) All payments by the Hirer shall be made in the currency and to the bank account specified in Box 34.
4. Bunker Price Adjustment
(a) This Agreement is concluded on the basis of the price per metric tonne of bunker oil stated in Box 37.
(b) If the price actually paid by the Tugowner for bunker oil consumed during the Voyage should be higher, the
difference shall be paid by the Hirer to the Tugowner.
(c) If the price actually paid by the Tugowner for bunker oil consumed during the Voyage should be lower, the
difference shall be paid by the Tugowner to the Hirer.
(d) The log book of the Tug and copies of the bunker supplier's invoices shall be conclusive evidence of the quantity of
bunkers consumed and the prices actually paid.
5. Extension to Cancelling Date
Should the Tug not be ready to commence the towage at the latest at midnight on the date indicated in Box38, the Hirer
shall have the option of cancelling this Agreement and shall be entitled to claim damages for detention if due to the
wilful default of the Tugowner.
(a) Should the Tugowner anticipate that the Tug will not be ready, he shall notify the Hirer thereof without delay stating
the expected date of the Tug's readiness and ask whether the Hirer will exercise his option to cancel.
(b) Such option to cancel must be exercised within forty-eight (48) hours after receipt of the Tugowner's notice,
otherwise the third day after the date stated in the Tugowner's notice shall be deemed to be the new agreed date to
commence the towage in accordance with this Agreement.
6. FreeTime/Delay Payments
(a) The Free Time specified in Boxes 26 and 27 shall be allowed for the connecting and disconnecting of the Tow,
transiting canals and Restricted Waters and all other purposes relating thereto. Free Time shall commence when the Tug
arrives at the pilot station at the place of departure or the Tug and Tow arrives at the pilot station at the place of
destination or anchors or arrives at the usual waiting area off such places or, in the case of canals and Restricted Waters,
as from arrival at the pilot station or customary waiting place or anchorage, whichever is the earlier, and until dropping
last outbound pilot when leaving for the open sea.
Free Time for transiting canals and Restricted Waters shall be as stated in Box 28. Should the Free Time be exceeded.
Delay Payments at the rate specified in Box 30 shall be payable until the Tug and Tow sail from the place of departure
or the Tug is free to leave the place of destination.
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(b) Any Delay Payment due under this Agreement shall be paid to the Tugowner as and when earned on presentation of
the invoice.
7. Canal and Restricted Waters Transit
(a) If the contemplated route of the Tow, according to Box 23 will involve a transit of a canal or Restricted Waters, the
Hirer is granted free time for any such transit, and such free time shall count against the number of hours stipulated in
Box 28. If the Tow is delayed beyond the free time stipulated therein, unless the Tugowner is responsible for such
delay, the Hirer shall pay for such extra transit time at the Delay Payments rate stipulated in Box 30 and shall, in
addition, pay for all other documented extra expenses thereby incurred. Canal or Restricted Waters transit time is
defined as from arrival at pilot station or customary waiting place or anchorage, whichever is the earlier, until dropping
last outbound pilot when leaving for the open sea.
(b) Should the transit of a canal or Restricted Waters be made impossible for reasons beyond the Tugowner's control,
the Hirer shall pay for all extra time by which the voyage is thereby prolonged at the Delay Payments rate stated in Box
30.
8. Ice Clause for Tug and Tow
(a) The Tug shall not be obliged to force ice, but subject to the Tugowner's prior approval having regard to its size,
construction and class, it may follow ice-breakers.
(b) The Tug shall not be required to enter or remain in any ice bound port or area, nor any port or area where lights,
lightships, markers or buoys have been, or are about to be withdrawn by reason of ice, nor where on account of ice there
is, in the Tugmaster's sole discretion, a risk that, in the ordinary course of events, the Tug will not be able to safely enter
the place of departure to connect to the Tow, or depart from the place of departure with the Tow. In addition, if, on
account of ice, the Tugmaster in his sole discretion considers it unsafe to proceed to, or to enter, the place of destination
for fear of the Tug and/or Tow being frozen in and/or damaged, he shall be at liberty to proceed to the nearest ice free
port or safe place and there await the Hirer's instructions.
(c) Any delay, deviation or additional expenses arising out of or in connection with the performance of this Agreement
caused by or resulting from ice shall be for the Hirer's account and any delay payments shall be paid at the rate stated in
Box 30.
(d) Any additional insurance premiums and/or calls required by the Tug's insurers due to the Tug entering or remaining
in any ice bound port or area shall be for the Hirer's account.
9. Additional Charges and Extra Costs
(a) The Hirer shall appoint his agents at the place of departure and place of destination and ports of call or refuge and
shall provide such agents with adequate funds as required.
(i) All port expenses, pilotage charges, harbour and canal dues and all other expenses of a similar nature, including
those incurred under the provisions of Clause 24(b) (Necessary Deviation or Slow Steaming), levied upon or payable in
respect of the Tug and the Tow.
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connection with this Agreement or the payments of the Lump Sum or other sums payable under this Agreement or the
services to be performed under or in pursuance of this Agreement, any Customs or Excise duties and any costs, dues or
expenses payable in respect of any necessary permits or licences.
other Authorities.
(v) The cost of insurance of the Tow.
10. War Risk Escalation Clause
The Lump Sum is based and assessed on all war risk insurance costs applicable to the Tugowner in respect of the
contemplated voyage in effect on the date of this Agreement. In the event of any subsequent increase or decrease in the
actual costs, the Hirer or the Tugowner, as the case may be, shall reimburse to the other the amount of any increase or
decrease in such war risk insurance costs.
11. Interest
If any amounts due under this Agreement are not paid when due, then interest shall accrue and shall be paid in
accordance with the provisions of Box 35, on all such amounts until payment is received by the party to whom it is due.
12. *Financial Security
The Hirer undertakes to provide, if required by the Tugowner, security to the satisfaction of the Tugowner in the form
and in the sum, at the place and at the time indicated in Box 36 as a guarantee for due performance of the Agreement.
Such security shall be returned to the guarantor when the Hirer's financial obligations under this Agreement have been
met in full.
(*Optional, only applicable if Box 36 filled in).
13. Place of Departure
(a) The Tow shall be tendered to the Tugowner at the Place of Departure stated in Box 24.
(b) The place of connection and departure shall always be safe and accessible for the Tug to enter, to operate in and for
the Tug and Tow to leave and shall be a place where such Tug is permitted to commence the towage in accordance with
any local or other rules, requirements or regulations and shall always be subject to the approval of the Tugowner which
(c)
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(i) The Tow shall be ready to sail from the Place of Departure between the dates indicated in Box 29 (a), hereinafter
called the Initial Departure Period.
(ii) The Hirer shall give the Tugowner such notice as is stipulated in Box 29 in respect of:
(1) Initial Departure Notice (Box 29 (b)) which shall be the number of days' notice of the number of days period falling
within the Initial Departure Period as to when the Tow will be ready to sail from the Place of Departure;
(2) Final Departure Period and Notice (Box 29 (c)) which shall be the number of days' notice of the number of days
period falling within the Initial Departure Period as to when the Tow will be ready to sail from the Place of Departure;
and
(3) Final Departure Time and Date Notice (Box 29 (d)) which shall be the number of days notice of the time and date of
sailing of the Tow which shall fall within the Final Departure Period.
(iii) The Tow shall be offered to the Tugowner, duly certificated in accordance with Box 9, Sub-clause (b) above and
Clauses 17 (Permits and Certification) and 18 (c) (Tow-worthiness of the Tow) and otherwise in accordance with the
terms and conditions of this Agreement.
(d) If the Hirer fails to comply strictly with the provisions of Sub-clause (c) above the date of departure shall be deemed
to be either the last day of the Initial Departure Period or the last day of the Final Departure Period, whichever is earlier,
and this date shall be binding for all consequences arising in respect of Delay Payments and any other payments due or
charges incurred in the performance of this Agreement.
14. Place of Destination
(a) The Tow shall be accepted and taken over by the Hirer immediately upon arrival at the Place of Destination stated in
Box 25.
(b) The place of disconnection shall always be safe and accessible for the Tug and Tow to enter, to operate in, and for
the Tug to leave and shall be a place where such Tug is permitted to redeliver the Tow in accordance with any local or
other rules, requirements or regulations and shall always be subject to the approval of the Tugowner, which shall not be
unreasonably withheld.
15. Riding Crew
(a) Riding crew for the Tow, if so requested by the Hirer, shall be provided by the party stated in Box 31. The number
of riding crew shall be as stated in Box 31. All costs and expenses for such personnel will be for the account of the
Hirer and such personnel shall be at all times under the orders of the Tugmaster. If the riding crew are provided by the
Tugowner the Hirer shall pay to the Tugowner the amount per man per day stated in Box 32. If the riding crew are
provided by the Hirer they shall not be deemed to be the servants or agents of the Tugowner. Permission for the Hirer to
provide a riding crew on the Tawas well as the composition and suitability of the riding crew shall always be in the
discretion of the Tugowner.
(b) It shall be the Hirer's responsibility to provide the riding crew with suitable accommodation, food, fresh water, life
saving appliances and all other requirements as necessary to comply with the laws and regulations of the Flag of the
Tug and/or Tow and of the States through the territorial waters of which the Tug will pass or enter. It is a requirement
that the members of the riding crew shall be able to speak and understand a language which is mutual to the Tug and
Tow.
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(c) In the event that the Tugowner provides a riding crew for the Tow for its own purposes, all costs and expenses for
such personnel shall be for the account of the Tugowner.
16. Towing Gear and Use of Tow's Gear
(a) The Tugowner agrees to provide free of cost to the Hirer the use of all tow wires, bridles and other towing gear
carried on board the Tug for the purpose of the towage or other services to be provided under this Agreement. The Tow
shall be connected up in a manner within the discretion of the Tugmaster.
(c) The Hirer shall pay for the replacement of any towing gear and accessories should such equipment become lost,
damaged or unserviceable during the service(s), other than as a result of the Tugowner's negligence.
17. Pennits and Certification
(a) The Hirer shall arrange at his own cost and provide to the Tugowner all necessary licences, authorizations and
permits required by the Tug and Tow to undertake and complete the contractual voyage together with all necessary
certification for the Tow to enter or leave all or any ports of call or refuge on the contemplated voyage.
reimbursed by the Hirer to the Tugowner and during any delay caused thereby the Tugowner shall receive additional
compensation from the Hirer at the Tug's Delay Payment rate specified in Box 30.
18. Tow-worthiness of the Tow
(a) The Hirer shall exercise due diligence to ensure that the Tow shall, at the commencement of the towage, be in all
respects fit to be towed from the place of departure to the place of destination.
(b) The Hirer undertakes that the Tow will be suitably trimmed and prepared and ready to be towed at the time when the
Tug arrives at the place of departure and fitted and equipped with such shapes, signals, navigational and other lights of a
type required for the towage.
(c) The Hirer shall supply to the Tugowner or the Tugmaster, on the arrival of the Tug at the place of departure a
certificate of tow-worthiness for the Tow issued by a recognised firm of Marine Surveyors or Survey Organization,
provided always that the Tugowner shall not be under any obligation to perform the towage until in his discretion he is
satisfied that the Tow is in all respects trimmed, prepared, fit and ready for towage but the Tugowner shall not
unreasonably withhold his approval.
19. Seaworthiness of the Tug
The Tugowner will exercise due diligence to tender the Tug at the place of departure in a seaworthy condition and in all
respects ready to perform the towage, but the Tugowner gives no other warranties, express or implied.
Page 45
20. Substitution of Tugs
The Tugowner shall at all times have the right to substitute any tug or tugs for any other tug or tugs of adequate power
(including two or more tugs for one, or one tug for two or more) at any time whether before or after the commencement
of the towage or other services and shall be at liberty to employ a tug or tugs belonging to other tugowners for the
whole or part of the towage or other service contemplated under this Agreement.
Provided however, that the main particulars of the substituted tug or tugs shall be subject to the Hirer's prior approval,
but such approval shall not be unreasonably withheld.
21. Salvage
(a) Should the Tow break away from the Tug during the course of the towage service, the Tug shall render all
reasonable services to re-connect the towline and fulfil this Agreement without making any claim for salvage.
(b) If at any time the Tugowner or the Tugmaster considers it necessary or advisable to engage salvage services from
any vessel or person on behalf of the Tug or Tow, or both, the Hirer hereby undertakes and warrants that the Tugowner
or his duly authorized servant or agent including the Tugmaster have full actual authority of the Hirer to accept such
services on behalf of the Tow on any reasonable terms. Where circumstances permit the Tugowner shall consult with
the Hirer on the need for salvage services for the Tow.
22. Termination by the Hirer
(a) At any time prior to the departure of the Tow from the place of departure the Hirer may terminate this Agreement
upon payment of the termination fee set out in Box 39. If termination takes place whilst the Tug is en route to the place
of departure or after the Tug has arrived at or off the place of departure then in addition to the said termination fee the
Hirer shall pay any additional amounts due under this Agreement.
be entitled to be paid, and if already paid to retain, all sums payable according to Box 33, accrued Delay Payments and
any other amounts due under this Agreement. The above amounts are in addition to any damages the Tugowner may be
entitled to claim for breach of this Agreement.
23. Tennination by the Tugowner
(a) The Tugowner may, without prejudice to any other remedies he may have, withdraw from and terminate this
Agreement and leave the Tow in a place where the Hirer may take repossession of it and be entitled to payment of the
Lump Sum less expenses saved by the Tugowner and all other payments due under this Agreement, upon anyone or
more of the following grounds:
fourteen (14) days.
in aggregate fourteen (14) days.
(iii) If the financial security as may be required according to Box 36 is not given within seven (7) running days of the
Tugowner's request to provide security.
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(iv) If the Hirer has not accepted the Tow within seven (7) running days of arrival at the place of destination.
(v) If any amount payable under this Agreement has not been paid within seven (7) running days of the date such sums
are due.
(b) Before exercising his option of withdrawing from this Agreement as aforesaid, the Tugowner shall give the Hirer 48
hours' notice of his intention so to withdraw.
24. Necessary Deviation or Slow Steaming
(a) If the Tug during the course of the towage or other service under this Agreement puts into a port or place or seeks
shelter or is detained or deviates from the original route as set out in Box 23, or slow steams because either the
Tugowner or Tugmaster reasonably consider
(i) that the Tow is not fit to be towed; or
(ii) the towing connection requires rearrangement; or
(iii) repairs or alterations to or additional equipment for the Tow are required to safeguard the venture and enable the
Tow to be towed to destination; or
(iv) it would not be prudent to do otherwise on account of weather conditions actual or forecast; or
caused by or at the request of the Hirer, this Agreement shall remain in full force and effect, and the Tugowner shall be
entitled to receive from the Hirer additional compensation at the appropriate Delay Payment rate as set out in Box 30 for
all time spent in such port or place and for all time spent by the Tug at sea in excess of the time which would have been
spent had such slow steaming or deviation not taken place.
full force and effect, including the provisions of Clause 9(b)(i).
(c) Any deviation howsoever or whatsoever by the Tug or by the Tugowner not expressly permitted by the terms and
full force and effect notwithstanding such deviation.
25. Liability and Indemnity
(a)
(i) The Tugowner will indemnify the Hirer in respect of any liability adjudged due or claim reasonably compromised
arising out of injury or death of any of the following persons, occurring during the towage or other service hereunder,
from arrival of the Tug at the pilot station or customary waiting place or anchorage at the Place of Departure (whichever
is sooner), until disconnection at the Place of Destination, however such geographic and/or time limits shall not apply to
sub-clause 25(a)(i)2. below:
(1) The Master and members of the crew of the Tug and any other servant or agent of the Tugowner;
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(2) The members of the riding crew provided by the Tugowner or any other person whom the Tugowner provides on
board the Tow;
(3) Any other person on board the Tug who is not a servant or agent of the Hirer or otherwise on board on behalf of or
(ii) The Hirer will indemnify the Tugowner in respect of any liability adjudged due or claim reasonably compromised
arising out of injury or death occurring during the towage or other service hereunder of any of the following persons:
(1) The Master and members of the crew of the Tow and any other servant or agent of the Hirer;
(2) Any other person on board the Tow for whatever purpose except members of the riding crew or any other persons
whom the Tugowner provides on board the Tow pursuant to its obligations under this Agreement.
(b)
(i) The following shall be for the sole account of the Tugowner without any recourse to the Hirer, his servants, or
agents, whether or not the same is due to any breach of contract, negligence or any other fault on the part of the Hirer,
his servants or agents:
(1) Save for the provisions of Clause 16 (c), loss or damage of whatsoever nature, howsoever caused to or sustained by
the Tug or any property on board the Tug.
(2) Loss or damage of whatsoever nature caused to or suffered by third parties or their property by reason of contact
(3) Loss or damage of whatsoever nature suffered by the Tugowner or by third parties in consequence of the loss or
damage referred to in (1) and (2) above.
(4) Any liability in respect of wreck removal or in respect of the expense of moving or lighting or buoying the Tug or in
respect of preventing or abating pollution originating from the Tug.
(ii) The following shall be for the sole account of the Hirer without any recourse to the Tugowner, his servants or
agents, whether or not the same is due to any breach of contract (including as to the seaworthiness of the Tug),
negligence or any other fault on the part of the Tugowner, his servants or agents:
(1) Loss or damage of whatsoever nature, howsoever caused to or sustained by the Tow.
(3) Loss or damage of whatsoever nature suffered by the Hirer or by third parties in consequence of the loss or damage
referred to in (1) and (2) above.
(4) Any liability in respect of wreck removal or in respect of the expense of moving or lighting or buoying the Tow or
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(c) Save for the provisions of Clauses 17, (Permits & Certification); 18, (Tow-worthiness of the Tow); 19,
(Seaworthiness of the Tug); 22 (Termination by the Hirer) and 23 (Termination by the Tugowner), neither the
Tugowner nor the Hirer shall be liable to the other party for
(i) any loss of profit, loss of use or loss of production whatsoever and whether arising directly or indirectly from the
performance or non performance of this Agreement, and whether or not the same is due to negligence or any other fault
on the part of either party, their servants or agents, or
(ii) any consequential loss or damage for any reason whatsoever, whether or not the same is due to any breach of
contract, negligence or any other fault on the part of either party, their servants or agents.
(d) Notwithstanding any provisions of this Agreement to the contrary, the Tugowner shall have the benefit of all
limitations of, and exemptions from, liability accorded to the owners or chartered owners of vessels by any applicable
26. Himalaya Clause
All exceptions, exemptions, defences, immunities, limitations of liability, indemnities, privileges and conditions granted
or provided by this Agreement or by any applicable statute rule or regulation for the benefit of the Tugowner or Hirer
shall also apply to and be for the benefit of:
(a) demise charterers, sub-contractors, operators, Master, officers and crew of the Tug or Tow and,
(b) all bodies corporate, parent of, subsidiary to, affiliated with or under the same management as either the Tugowner
or Hirer, as well as all directors, officers, servants and agents of the same and
(c) all parties performing services within the scope of this Agreement for or on behalf of the Tug or Tugowner or Hirer
as servants, agents and sub-contractors of such parties.
The Tugowner or Hirer shall be deemed to be acting as agent or trustee of and for the benefit of all such persons,
entities and vessels set forth above but only for the limited purpose of contracting for the extension of such benefits to
such persons, bodies and vessels.
27. War and Other Risks
(a) For the purpose of this Clause, the words:
(i) "War Risks" shall include any actual, threatened or reported:
war; act of war; civil war; hostilities; revolution; rebellion; civil commotion; warlike operations; laying of mines; acts of
piracy; acts of terrorists; acts of hostility or malicious damage; blockades (whether imposed against all vessels or
imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise
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howsoever); by any person, body, terrorist or political group, or the Government of any State whatsoever, Which, in the
reasonable judgement of the Master and/or the Tugowners, may be dangerous or are likely to be or to become
dangerous to the Tug, her Tow, crew or other persons on board the Tug or Tow.
(ii) "Other Risks' shall include any actual, threatened or reported:
arrest or restraint of princes, rulers or people; insurrections; riots or civil commotions; disturbances; acts of God;
epidemics; quarantine; labour troubles; labour obstructions; strikes; lock-outs; embargoes; seizure of the Tow under
legal process or any other cause outside the control of the Tugowner as a result of which it would be impossible or
unsafe or commercially impracticable for the Tug or Tow or both to enter or attempt to enter or leave or attempt to leave
the place of departure or any port or place of call or refuge or to reach or attempt to reach or enter the port or place of
destination of the Tow and there deliver the Tow and leave again, all of which safely and without unreasonable delay,
the Tug may leave the Tow or any part thereof at the place of departure or any other port or place where the Hirer may
take repossession and this shall be deemed a due fulfillment by the Tugowner of this Agreement and any outstanding
sums and all extra costs of delivery at such place and any storage costs incurred by the Tugowner shall thereupon
become due and payable by the Hirer.
(b) The Tug, unless prior written consent of the Tugowners has first been obtained, shall not be required to continue to
or through, any port, place, area or zone (whether of land or sea), or any waterway or canal, where it appears that the
Tug, her Tow, the crew or other persons on board the Tug or Tow, in the reasonable judgement of the Master and/or the
Tugowners, may be, or are likely to be, exposed to War or Other Risks. Should the Tug be within any such place as
aforesaid, which only becomes subject to War or Other Risks, or is likely to be or to become subject to War or Other
Risks, after her entry into it, she shall be at liberty to leave such place or area.
(c)
(i) The Tugowners may effect war risks insurance in respect of the Hull and Machinery of the Tug and their other
interests (including, but not limited to, loss of earnings and detention, the crew and their Protection and Indemnity
Risks), and the premiums and/or calls therefor shall be for their account.
(ii) If the Underwriters of such insurance should require payment of additional premiums and/or calls because, pursuant
to the Hirers' orders, the Tug is within, or is due to enter and remain within, or pass through any area or areas which are
specified by such Underwriters as being subject to additional premiums because of War Risks, then the actual additional
premiums and/or calls paid shall be reimbursed by the Hirers to the Tugowners at the same time as the next instalment
of the Lump Sum is due, or upon delivery of the Tow, whichever occurs first.
(d) If the Tugowners become liable under the terms of employment to pay to the crew of the Tug, or any riding crew of
the Tow, any War Risk related bonus or additional wages in respect of sailing into a War Risk area, then the actual War
Risk related bonus or additional wages paid shall be reimbursed to the Tugowners by the Hirers at the same time as the
next payment of hire is due, or upon delivery of the Tow, whichever occurs first.
(e) The Tug shall have liberty:-
(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy,
ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, ' which are given by
the Government of the Nation under whose flag the Tug sails, or other Government to whose laws the Tugowners are
subject, or any other Government, body or group whatsoever acting with the power to compel compliance with their
orders or directions;
(ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to
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give the same under the terms of the war risks insurance;
(iii) to comply with the terms of any resolution of the Security Council of the United Nations, the effective orders of any
other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the
same to which the Tugowners are subject, and to obey the orders and directions of those who are charged with their
enforcement;
(iv) to call at any other port to change the crew or any part thereof or other persons on board the Tug or Tow when there
is reason to believe that they may be subject to internment, imprisonment or other sanctions,
(f) If the performance of this Agreement or the voyage to the place of departure would in the ordinary course of events
appears to be danger of such area being blocked or passage through being restricted or made hazardous by War or Other
Risks then:
(i) The Tug shall not be required to pass through any blockade, whether such blockade be imposed on all vessels, or is
imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or
crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to, search
and/or confiscation,
(ii) If the Tug has not entered such area en route to the place of departure, or having entered has become trapped therein,
the Hirer shall pay a Delay Payment at the rate specified in Box 30 for every day of the resulting delay, Provided that if
the delays under this Clause amount to more than 14 days in aggregate either party hereto shall be entitled to terminate
this Agreement by giving notice in which event, save for liabilities already accrued, neither party shall be under any
further liability to the other but the Tugowner shall not be bound to repay to the Hirer any payments already made and
all amounts due shall remain payable,
(iii) If the Tug and Tow whilst en route to the place of destination have not entered such area during the course of the
towage or other service the Hirer shall pay Delay Payment at the rate indicated in Box 30 for every day by which the
towage is prolonged by reason of waiting for such area to become clear and/or safe and/or by reason of proceeding by a
longer route to avoid or pass such area in safety,
(iv) If the Tug and Tow whilst en route to the place of destination have become trapped in such area during the course
of the towage or other service, the Hirer shall pay a Delay Payment at the rate specified in Box 30 for every day of the
resulting delay.
(g) If in accordance with their rights under the foregoing provisions of this Clause, the Tugowners refuse to proceed
from the place of departure or to the place of destination, or anyone or more of them, they shall immediately notify the
Hirers requesting them to nominate a place for redelivery of the Tow, Failing such nomination by the Hirers within 48
hours of the receipt of such notice and request. the Tugowners may redeliver the Tow at any place where the Hirer can
take repossession of the Tow,
(h) If in compliance with any of the provisions of this Clause anything is done or not done, such shall not be deemed a
deviation, but shall be considered as due fulfilment of this Agreement.
28. Lien
Without prejudice to any other rights which he may have, whether in rem or in personam, the Tugowner, by himself or
his servants or agents or otherwise shall be entitled to exercise a possessory lien upon the Tow in respect of any sum
howsoever or whatsoever due to the Tugowner under this Agreement and shall for the purpose of exercising such
Page 51
possessory lien be entitled to take and/or keep possession of the Tow; provided always that the Hirer shall pay to the
Tugowner by himself or his servants or agents or otherwise all reasonable costs and expenses and all costs of recovering
same, including legal fees, howsoever or whatsoever incurred by or on behalf of the Tugowner by himself or his
servants or agents or otherwise in exercising or attempting or preparing to exercise such lien and the Tugowner by
himself or his servants or agents or otherwise shall be entitled to receive from the Hirer the Tug's Delay Payment at the
rate specified in Box 30 for any reasonable delay to the Tug resulting therefrom.
29. Warranty of Authority
If at the time of making this Agreement or providing any service under this Agreement other than towing at the request,
express or implied, of the Hirer, the Hirer is not the owner of the Tow referred to in Box 4, the Hirer expressly
represents that he is authorized to make and does make this Agreement for and on behalf of the owner of the said Tow
and agrees that both the Hirer and the owner of the Tow are bound jointly and severally by the provisions of this
Agreement.
30. General
(a) If anyone or more of the terms, conditions or provisions in this Agreement or any part thereof shall be held to be
invalid, void or of no effect for any reason whatsoever, the same shall not affect the validity of the remaining terms,
conditions or provisions which shall remain and subsist in full force and effect.
(b) For the purpose of this Agreement unless the context otherwise requires the singular shall include the plural and vice
versa.
31. Time for Suit
Save for the indemnity provisions under Clause 25 (Liability and Indemnity) of this Agreement, any claim which may
arise out of or in connection with this Agreement or of any towage or other service to be performed hereunder shall be
notified within 6 months of delivery of the Tow or of the termination of the towage or other service for any reason
whatever, and any suit shall be brought within one year of the time when the cause of action first arose. If either of these
conditions is not complied with the claim and all rights Whatsoever and howsoever shall be absolutely barred and
extinguished.
Any extension of time granted by the Tugowner to the Hirer or any indulgence shown relating to the time limits set out
in this Agreement shall not be a waiver of the Tugowner's right under this Agreement to act upon the Hirer's failure to
comply with the time limits.
32. BIMCO ISPS/MTSA Clause 2005
(a)
(i) The Tugowner shall comply with the requirements of the International Code for the Security of Ships and of Port
Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) relating to the Tug and "the Company"
(as defined by the ISPS Code). If trading to or from the United States or passing through United States waters, the
Tugowner shall also comply with the requirements of the US Maritime Transportation Security Act 2002 (MTSA)
relating to the Vessel and the "Owner" (as defined by the MTSA).
(ii) Upon request the Tugowner shall provide the Hirer with a copy of the relevant International Ship Security
Certificate (or the Interim International Ship Security Certificate) and the full style contact details of the Company
Security Officer (CSO).
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(iii) Loss, damages, expense or delay (excluding consequential loss, damages, expense or delay) caused by failure on
the part of the Tugowner or "the Company"/"Owner" to comply with the requirements of the ISPS Code/MTSA or this
Clause shall be for the Tugowner's account, except as otherwise provided in this Agreement.
(b)
(i) The Hirer shall provide the Tugowner and the Tugmaster with their full style contact details and, upon request, any
other information the Tugowner requires to comply with the ISPS Code/MTSA.
(ii) Loss, damages or expense (excluding consequential loss, damages or expense) caused by failure on the part of the
Hirer to comply with this Clause shall be for the Hirer's account, except as otherwise provided in this Agreement, and
any delay caused by such failure shall be paid at the delay payment rate stated in Box 30.
(e) Provided that the delay is not caused by the Tugowner's failure to comply with its obligations under the ISPS
Code/MTSA, the following shall apply:
(i) Notwithstanding anything to the contrary provided in this Agreement, the Vessel shall be entitled to tender. Notice of
Readiness even if not cleared due to applicable security regulations or measures imposed by a port facility or any
relevant authority under the ISPS Code/MTSA.
(ii) Any delay resulting from measures imposed by a port facility or by any relevant authority under the ISPS
Code/MTSA shall be paid at the delay payment rate stated in Box 30, unless such measures result solely from the
negligence of the Tugowner, Tugmaster or crew or the previous trading of the Tug, the nationality of the crew or the
identity of the Tugowner's managers.
(d) Notwithstanding anything to the contrary provided in this Agreement, any costs or expenses whatsoever solely
arising out of or related to security regulations or measures required by the port facility or any relevant authority in
accordance with the ISPS Code/MTSA including, but not limited to, security guards, launch services, vessel escorts,
security fees or taxes and inspections, shall be for the Hirer's account, unless such costs or expenses result solely from
the negligence of the Tugowner's, Tugmaster or crew or the previous trading of the Tug, the nationality of the crew or
the identity of the Tugowner's managers. All measures required by the Tugowner to comply with the Ship Security Plan
shall be for the Tugowner's account.
(e) If either party makes any payment which is for the other party's account according to this Clause, the other party
shall indemnify the paying party.
33. BIMCO Dispute Resolution Clause
(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of
or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act
1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions
of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association
(LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three
arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such
appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days
of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own
arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own
arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration
may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and
Page 53
shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been
appointed by agreement.
Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a
sole arbitrator.
In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties
may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time
when the arbitration proceedings are commenced.
(b) *This Agreement shall be governed by and construed in accordance with Trtle 9 of the United States Code and the
Maritime Law of the United States and any dispute arising out of or in connection with this Agreement 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 the purposes of enforcing any award, judgment may be
entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the
rules of the Society of Maritime Arbitrators, Inc.
may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of
Maritime Arbitrators, Inc. current at the time when the arbitration proceedings are commenced.
(c) *This Agreement shall be governed by and construed in accordance with the laws of the place mutually agreed by
the parties and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at a
mutually agreed place, subject to the procedures applicable there.
(d) Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any difference and/or
dispute arising out of or in connection with this Agreement.
In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above, the following
shall apply:-
(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by
service on the other party of a written notice (the "Mediation Notice") calling on the other party to agree to mediation.
(ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree
to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which
on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal ("the Tribunal") or
such person as the Tribunal may designate for that purpose.The mediation shall be conducted in such place and in
accordance with such procedure and on such terms as the parties may agree or, in the event of disagreement, as may be
set by the mediator.
(iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be
taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.
(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary
to protect its interest.
(v) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue
during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the
timetable for steps in the arbitration.
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(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the
mediation and the parties shall share equally the mediator's costs and expenses.
(vii) The mediation process shall be without prejudice and confidential and no information or documents disclosed
during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure
governing the arbitration.
(Note: The patties should be aware that the mediation process may not necessarily interrupt time limits.)
(e) If Box 40 is not appropriately filled in, sub-clause (a) of this Clause shall apply. Sub-clause (d) shall apply in all
cases.
*Note: Sub-clauses (a), (b) and (c) are alternatives; indicate alternative agreed in Box 40.
34. Security for Claims
Either party shall have the option to bring proceedings in rem, but only to obtain security or other similar remedy for
claims arising under this Agreement against any vessel or property owned by the other party in any state or jurisdiction
where such vessel or property may be found.
35. BIMCO Notices Clause
(a) All notices given by either party or their agents to the other party or their agents in accordance with the provisions of
this Agreement shall be in writing.
(b) For the purposes of this Agreement, "in writing" shall mean any method of legible communication. A notice may be
given by any effective means including, but not limited to, cable, telex, fax, e-mail, registered or recorded mail, or by
personal service.
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10 of 129 DOCUMENTS

FORM No. 18-5 TOWHIREn1
PART II
1. The Tow. "The Tow" shall include any vessel, craft or object of whatsoever nature including anything carried
thereon as described in PART I to which the Tugowner agrees to render the service(s) as set out in Box 22.
2. Price and Conditions of Payment. (a) The Hirer shall pay the Tugowner the amount of hire set out in Box 33 per
day or pro rata for part of a day (hereinafter called the "Tug's Daily Rate of Hire") from the time stated in Box 36 until
the time stated in Box 37.
(b) (i) The Tug's Daily Rate of Hire shall be payable in advance as set out in Box 33; all hire or equivalent
compensation hereunder shall be fully and irrevocably earned and non-returnable on a daily basis.
(ii) In the event of the Tug being lost, hire shall cease as of the date of the loss. If the date of the loss cannot be
ascertained, then, in addition to any other sums which may be due, half the rate of hire shall be paid, calculated from the
date the Tug was last reported until the calculated arrival of the Tug at her destination provided such period does not
exceed 14 days.
(iii) In the event of the Tow being lost, hire shall continue until the Tug arrives at its destination or such nearer place, at
the Tugowner's discretion, provided such period does not exceed 14 days.
(c) Within 14 days of the termination of the services hereunder by the Tugowner, the Tugowner will if necessary adjust
in conformance with the terms of this Agreement hire paid in advance. Any hire paid by the Hirer but not earned under
Page 56
this Agreement and which is refundable thereunder shall be refunded to the Hirer within 14 days thereafter.
(d) (i) In the event that the Daily Rate of Hire includes the cost of bunkers and the average price per metric tonne of
bunkers actually paid by the Tugowner differs from the amounts specified in Box 41 then the Hirer or the Tugowner, as
the case may be, shall pay to the other the difference per metric tonne for every metric tonne consumed during the
voyage. The average price specified above shall be the average of the prices per metric tonne actually paid by the
Tugowner on the basis of quantities purchased at the last bunkering port prior to departure on the voyage, any bunkering
port during the voyage, and the first bunkering port after completion of the voyage. The log book of the Tug shall be
prima facie evidence of the quantity of bunkers consumed.
(ii) In the event that the Daily Rate of Hire excludes the cost of bunkers then the Hirer shall pay to the Tugowner the
cost of the bunkers and lubricants consumed by the Tug in fulfilling the terms of this Agreement. The Tug shall be
delivered with sufficient bunkers and lubricants on board for the Tow to the first bunkering port (if any) or destination
and be re-delivered with not less than sufficient bunkers to reach the next bunkering stage en route to the Tug's next port
of call. The Hirer upon delivery and the Tugowner upon re-delivery shall pay for the bunkers and lubricants on board at
the current contract price at the time at the port of delivery and re-delivery or at the nearest bunkering port.
*) (e) If agreed, the Hirer shall pay the sum set out in Box 31 by way of a mobilisation charge. This sum shall be paid
on or before the commencement of the Tug's voyage to the place of departure, and shall be non-returnable, Tug and/or
Tow lost or not lost.
*) (f) If agreed, the Hirer shall pay the sum set out in Box 32 by way of a demobilisation charge. This amount shall be
paid tow lost or not lost, on or before the termination by the Tugowner of his services under this Agreement.
(g) The Hire and any other sums payable to the Tugowner under this Agreement (or any part thereof) shall be due,
payable and paid without any discount, deduction, set-off, lien, claim or counterclaim.
*) Sub-clauses (e) and (f) are optional and shall only apply if agreed and stated in Boxes 31 and 32, respectively.
3. Additional Charges and Extra Costs. (a) The Hirer shall appoint his agents at the place of departure and place of
destination and ports of call or refuge and shall provide such agents with adequate funds as required.
(b) The Hirer shall bear and pay as when they fall due:
(i) All port expenses, pilotage charges, harbour and canal dues and all other expenses of a similar nature levied upon or
payable in respect of both the Tug and the Tow.
connection with this Agreement or the payments of hire or other sums payable under this Agreement or the services to
be performed under or in pursuance of this Agreement, any Customs or Excise duties and any costs, dues or expenses
payable in respect of any necessary permits or licences.
other Authorities.
(v) The cost of insurance of the Tow shall be the sole responsibility of the Hirer to provide.
Page 57
4. War Risk Escalation Clause. The rate of hire is based and assessed on all war risk insurance costs applicable to the
Tugowner in respect of the contemplated voyage in effect on the date of this Agreement.
In the event of any subsequent increase or decrease in the actual costs due to the Tugowner fulfilling his obligations
under this Agreement, the Hirer or the Tugowner, as the case may be, shall reimburse to the other the amount of any
increase or decrease in the war risk, confiscation, deprivation or trapping insurance costs.
5. Interest. If any amounts due under this Agreement are not paid when due, then interest shall accrue and shall be paid
in accordance with the provisions of Box 39, on all such amounts until payment is received by the Tugowner.
6. Security. The Hirer undertakes to provide, if required by the Tugowner, security to the satisfaction of the Tugowner
in the form and in the sum, at the place and at the time indicated in Box 40 as a guarantee for due performance of the
Agreement. Such security shall be returned to the guarantor when the Hirer's financial obligations under this Agreement
have been met in full.
(Optional, only applicable if Box 40 filled in.)
7. Place of Departure. (a) The Tow shall be tendered to the Tugowner at the place of departure stated in Box 23.
(b) The precise place of departure shall always be safe and accessible for the Tug to enter, to operate in and for the Tug
and Tow to leave and shall be a place where such Tug is permitted to commence the towage in accordance with any
local or other rules, requirements or regulations and shall always be subject to the approval of the Tugowner which shall
not be unreasonably withheld.
8. Place of Destination. (a) The Tow shall be accepted forthwith and taken over by the Hirer or his duly authorised
representative at the place of destination stated in Box 25.
(b) The precise place of destination shall always be safe and accessible for the Tug and Tow to enter, to operate in, and
for the Tug to leave and shall be a place where such Tug is permitted to redeliver the Tow in accordance with any local
or other rules, requirements or regulations and shall always be subject to the approval of the Tugowner, which approval
9. Riding Crew. (a) In the event that the Tugowner provides a Riding Crew for the Tow, such crew and their
suitability for the work shall be in the discretion of the Tugowner. All expenses for such personnel shall be for the
account of the Tugowner.
(b) In the event that any personnel are placed on board the Tow by the Hirer all expenses for such personnel will be for
the account of the Hirer and such personnel shall be at all times under the orders of the Master of the Tug, but shall not
be deemed to be the servants or agents of the Tugowner.
(c) The Riding Crew shall be provided at the Hirer's sole expense with suitable accomodation, food, fresh water, life
saving appliances and all other requirements to comply as necessary with the law and regulations of the law of the Flag
of the Tug and/or Tow and of the States through the territorial waters of which the Tug will pass or enter. It is a
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requirement that members of the Riding Crew provided by the Hirer shall be able to speak and understand the English
language or any other mutual language.
10. Towing Gear and Use of Tow's Gear. (a) The Tugowner agrees to provide free of cost to the Hirer all towing
hawsers, bridles and other towing gear normally carried on board the Tug, for the purpose of the towage or other
services to be provided under this Agreement. The Tow shall be connected up in a manner within the discretion of the
Tugowner.
11. Permits and Certification. (a) The Hirer shall arrange at his own cost and provide to the Tugowner all necessary
licenses, authorisations and permits required by the Tug and Tow to undertake and complete the contractual voyage
together with all necessary certification for the Tow to enter or leave all or any ports of call or refuge on the
contemplated voyage.
reimbursed by the Hirer to the Tugowner and during any delay caused thereby the Tug shall remain on hire.
12. Tow-worthiness of the Tow. (a) The Hirer shall exercise due diligence to ensure that the Tow shall, at the
commencement of the towage, be in all respects fit to be towed from the place of departure to the place of destination.
(b) The Hirer undertakes that the Tow will be suitably trimmed and prepared and ready to be towed at the time when
the Tug arrives at the place of departure and fitted and equipped with such shapes, signals, navigational and other lights
of a type required for the towage.
(c) The Hirer shall supply to the Tugowner or the Tugmaster, on the arrival of the Tug at the place of departure an
unconditional certificate of tow-worthiness for the Tow issued by a recognised firm of Marine Surveyors or Survey
Organization, provided always that the Tugowner shall not be under any obligation to perform the towage until in his
discretion he is satisfied that the Tow is in all respects trimmed, prepared, fit and ready or towage but the Tugowner
shall not unreasonably withhold his approval.
13. Seaworthiness of the Tug. The Tugowner will exercise due diligence to tender the Tug at the place of departure in
a seaworthy condition and in all respects ready to perform the towage, but the Tugowner gives no other warranties,
express or implied.
14. Substitution of Tugs. The Tugowner shall at all times have the right to substitute any tug or tugs for any other tug
or tugs of adequate power (including two or more tugs for one, or one tug for two or more) at any time whether before
or after the commencement of the towage or other services and shall be at liberty to employ a tug or tugs belonging to
other tugowners for the whole or part of the towage or other service contemplated under this Agreement. Provided
however, that the main particulars of the substituted tug or tugs shall be subject to the Hirer's prior approval, but such
approval shall not be unreasonably withheld.
15. Salvage. (a) Should the Tow break away from the Tug during the course of the towage service, the Tug shall render
all reasonable services to re-connect the towline and fulfill this Agreement without making any claim for salvage.
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(b) If at any time the Tugowner or the Tugmaster considers it necessary or advisable to seek or accept salvage services
from any vessel or person on behalf of the Tug or Tow, or both, the Hirer hereby undertakes and warrants that the
Tugowner or his duly authorised servant or agent including the Tugmaster have the full actual authority of the Hirer to
accept such services on behalf of the Tow on any reasonable terms.
16. Cancellation and Withdrawal. (a) At any time prior to the departure of the Tow from the place of departure the
Hirer may cancel this Agreement upon payment of the cancellation fee set out in Box 42. If cancellation takes place
whilst the Tug is en route to the place of departure or after the Tug has arrived at or off the place of departure then in
addition to the said cancellation fee the Hirer shall pay any additional amount due under this Agreement.
be entitled to be paid, and if already paid to retain all sums payable according to Box 31/34 and any other amount due
under this Agreement. The above amounts are in addition to any damages the Tugowner may be entitled to claim for
breach of this Agreement.
(c) The Tugowner may without prejudice to any other remedies he may have leave the Tow in a place where the Hirer
may take repossession of it and be entitled to payment of cancellation fee or hire, whichever is the greater, and all other
payments due under this Agreement, upon any one or more of the following grounds:
21 running days.
in aggregate 21 running days.
(iii) If the security as may be required according to Box 40 is not given within 7 running days of the Tugowner's request
to provide security.
(iv) If the Hirer has not accepted the Tow within 7 running days of arrival at the place of destination.
(v) If any amount payable under this Agreement has not been paid within 7 running days of the date such sums are due.
(d) Before exercising his option of withdrawing from this Agreement as aforesaid, the Tugowner shall if practicable
give the Hirer 48 hours notice (Saturdays, Sundays and public Holidays excluded) of his intention so to withdraw.
(e) Should the Tug not be ready to commence the towage at the latest at midnight on the date, if any, indicated in Box
38, the Hirer shall have the option of cancelling this Agreement and shall be entitled to claim damages for detention if
due to the wilful default of the Tugowner. Should the Tugowner anticipate that the Tug will not be ready, he shall notify
the Hirer thereof by telex, cable or otherwise in writing without delay stating the expected date of the Tug's readiness
and ask whether the Hirer will exercise his option to cancel. Such option to cancel must be exercised within 48 hours
after the receipt of the Tugowner's notice, otherwise the third day after the date stated in the Tugowner's notice shall be
deemed to be the new agreed date the commence the towage in accordance with this Agreement.
17. Necessary Deviation. (a) If the Tug during the course of the towage or other service under this Agreement puts
into a port or place or seeks shelter or is detained or deviates from the original route as set out in Box 26 because either
the Tugowner or Tugmaster reasonably consider
(i) that the Tow is not fit to be towed or

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(ii) the Tow is incapable of being towed at the original speed contemplated by the Tugowner or
(iii) the towing connection requires rearrangement, or
(iv) repairs or alterations to or additional equipment for the Tow are required to safeguard the venture and enable the
Tow to be towed to destination, or
(v) it would not be prudent to do otherwise on account of weather conditions actual or forecast, or
caused by or at the request of the Hirer, this Agreement shall remain in full force and effect.
full force and effect but any period so spent by the Tug in fulfilling or attempting to fulfil the purposes permitted by this
sub-paragraph other than for normal replen ishment of bunkers or fresh water or supplies shall not entitle the Tugowner
to recover from the Hirer the Daily Rate of Hire for the said period.
(c) The Tug shall have liberty to comply with any orders or directions as to departure, arrival, routes, ports of call,
stoppages, destination, delivery, requisition or otherwise howsoever given by the Government of the Nation under
whose flag the Tug or Tow sails or any department thereof, or any person acting or purporting to act with the authority
for such Government or any department thereof or by the committee or person having under the terms of the War Risks
Insurance on the Tug the right to give such orders or directions and if by reason of and in compliance with any such
orders or directions anything is done or is not done the same shall not be deemed a deviation and delivery in accordance
with such orders or directions shall be a fulfilment of this Agreement and hire and/or all other sums shall be paid to the
Tugowner accordingly.
(d) Any deviation howsoever or whatsoever by the Tug or by the Tugowner not expressly permitted by the terms and
full force and effect notwithstanding such deviation, save that no hire shall be paid for the period of such deviation, and
shall be without prejudice to any other remedies which the Hirer may have against the Tugowner.
18. Liabilities. 1. (a) The Tugowner will indemnify the Hirer in respect of any liability adjudged due or claim
reasonably compromised arising out of injury or death occurring during the towage or other service hereunder to any of
the following persons:
(i) The Master and members of the crew of the Tug and any other servant or agent of the Tugowner;
(ii) The members of the Riding Crew provided by the Tugowner or any other person whom the Tugowner provides on
board the Tow;
(iii) Any other person on board the Tug who is not a servant or agent of the Hirer or otherwise on board on behalf of or
(b) The Hirer will indemnify the Tugowner in respect of any liability adjudged due or claim reasonably compromised
arising from injury or death occurring during the towage or other service hereunder to any of the following persons:
(i) The Master and members of the crew of the Tow and any other servant or agents of the Hirer;
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(ii) Any other person on board the Tow for whatever purpose except the members of the Riding Crew or any other
2. (a) The following shall be for the sole account of the Tugowner without any recourse to the Hirer, his servants, or
agents, whether or not the same is due to breach of contract, negligence or any other fault on the part of the Hirer, his
servants or agents:
(i) Loss or damage of whatsoever nature, howsoever caused to or sustained by the Tug or any property on board the
Tug.
(iii) Loss or damage of whatsoever nature suffered by the Tugowner or by third parties in consequence of the loss or
damage referred to in (i) and (ii) above.
(iv) Any liability in respect of wreck removal or in respect of the expense of moving or lighting or buoying the Tug or
in respect of preventing or abating pollution originating from the Tug.
(b) The following shall be for the sole account of the Hirer without any recourse to the Tugowner, his servants or
agents, whether or not the same is due to breach of contract, negligence or any fault on the part of the Tugowner, his
servants or agents:
(i) Loss or damage of whatsoever nature, howsoever caused to or sustained by the Tow.
(iii) Loss or damage of whatsoever nature suffered by the Hirer or by third parties in consequence of the loss or damage
referred to in (i) and (ii) above.
(iv) Any liability in respect of wreck removal or in respect of the expense of moving or lighting or buoying the Tow or
3. Save for the provisions of Clauses 11, 12, 13 and 16 neither the Tugowner nor the Hirer shall be liable to the other
party for loss of profit, loss of use, loss of production or any other indirect or consequential damage for any reason
whatsoever.
4. Notwithstanding any provisions of this Agreement to the contrary, the Tugowner shall have the benefit of all
limitations of, and exemptions from, liability accorded to the Owners or Chartered Owners of Vessels by any ap
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plicable statute or rule of law for the time being in force and the same benefits are to apply regardless of the form of
signatures given to this Agreement.
19. Himalaya Clause. All exceptions, exemptions, defences, immunities, limitations of liability, indemnities,
privileges and conditions granted or provided by this Agreement or by any applicable statute rule or regulation for the
benefit of the Tugowner or Hirer shall also apply to and be for the benefit of demise charterers, sub-contractors,
operators, master, officers and crew of the Tug or Tow and to and be for the benefit of all bodies corporate parent of,
subsidiary to, affiliated with or under the same management as either of them, as well as all directors, officers, servants
and agents of the same and to and be for the benefit of all parties performing services within the scope of this
Agreement for or on behalf of the Tug or Tugowner or Hirer as servants, agents and sub-contractors of such parties. The
Tugowner or Hirer shall be deemed to be acting as agent or trustee of and for the benefit of all such persons, entities and
vessels set forth above but only for the limited purpose of contracting for the extension of such benefits to such persons,
bodies and vessels.
20. War and Other Difficulties. (a) If owing to any Hostilities; War or Civil War; Acts of Terrorism; Acts of Public
Enemies; Arrest or Restraint of Princes, Rulers or People; Insurrections; Riots or Civil Commotion; Disturbances; Acts
of God; Epidemics; Quarantine; Ice; Labour Troubles; Labour Obstructions; Strikes; Lock-outs; Embargoes; Seizure of
the Tow under Legal Process or for any other cause outside the control of the Tugowner it would be impossible or
unsafe or commercially impracticable for the Tug or Tow or both to leave or attempt to leave the place of departure or
any port or place of call or refuge or to reach or enter or attempt to reach or enter the port or place of destination of the
Tow and there deliver the Tow and leave again, all of which safely and without unreasonable delay, the Tug may leave
the Tow or any part thereof at the place of departure or any other port or place where the Hirer may take repossession
and this shall be deemed a due fulfilment by the Tugowner of this Agreement and any outstanding sums and all extra
costs of delivery at such place and any storage costs incurred by the Tugowner shall thereupon become due and payable
by the Hirer.
(b) If the performance of this Agreement or the voyage to the place of departure would in the ordinary course of events
appears to be danger of such area being blocked or passage through being restricted or made hazardous by reason of
War, Acts of Terrorism, Trapping of Vessels, Civil War, Acts of Public Enemies, Arrest or Restraint of Princes, Rulers
or People, Insurrection, Riots or Civil Commotions or Disturbances or other dangers of a similar nature then:
(i) If the Tug has not entered such area en route to the place of departure, or having entered has become trapped therein,
for a period of more than 14 days either party hereto shall be entitled to terminate this Agreement by telex, cable or
other written notice in which event, save for liabilities already accrued neither party shall be under any further liability
to the other but the Tugowner shall not be bound to repay to the Hirer any payments already made and all amounts due
shall remain payable.
(ii) If the Tug and Tow whilst en route to the place of destination have not entered such area during the course of the
towage or other service the Hirer shall continue to pay the Daily Rate of Hire for every day by which the towage is
prolonged by reason of waiting for such area to become clear and/or safe and/or by reason of proceeding by a longer
route to avoid or pass such area in safety.
(iii) If the Tug and Tow whilst en route to the place of destination have become trapped in such area during the course
of the towage or other service either party shall, after a period of 14 days from the commencement of such trapping, be
entitled to terminate this Agreement by telex, cable or other written notice, in which event, save for liabilities already
accrued, neither party shall be under any further liability to the other but the Tugowner shall not be bound to repay to
the Hirer any payment already made and all amounts due shall remain payable.
21. Lien. Without prejudice to any other rights which he may have, whether in rem or in personam, the Tugowner, by
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himself or his servants or agents or otherwise shall be entitled to exercise a possessory lien upon the Tow in respect of
any sum howsoever or whatsoever due to the Tugowner under this Agreement and shall for the purpose of exercising
such possessory lien be entitled to take and/or keep possession of the Tow; provided always that the Hirer shall pay to
the Tugowner all reasonable costs and expenses howsoever or whatsoever incurred by or on behalf of the Tugowner in
exercising or attempting or preparing to exercise such lien and the Tugowner shall be entitled to receive from the Hirer
the Tug's Daily Rate of Hire throughout any reasonable delay to the Tug resulting therefrom.
22. Warranty of Authority. If at the time of making this Agreement or providing any service under this Agreement
other than towing at the request, express or implied, of the Hirer, the Hirer is not the Owner of the Tow referred to in
Box 4, the Hirer expressly represents that he is authorised to make an does make this Agreement for and on behalf of
the Owner of the said Tow subject to each and all of these conditions and agrees that both the Hirer and the Owner of
the Tow are bound jointly and severally by these conditions.
23. General. (a) If any one or more of the terms, conditions or provisions in this Agreement or any part thereof shall be
held to be invalid, void or of no effect for any reason whatsoever, the same shall not affect the validity of the remaining
terms, conditions or provisions which shall remain and subsist in full force and effect.
(b) For the purpose of this Agreement unless the context otherwise requires the singular shall include the plural and
vice versa.
(c) Any extension of time granted by the Tugowner to the Hirer or any indulgence shown relating to the time limits set
24. Time for Suit. Save for the indemnity provisions under Clause 18 of this Agreement, any claim which may arise
out of or in connection with this Agreement or of any towage or other service to be performed hereunder shall be
notified by telex, cable or otherwise in writing within 6 months of delivery of the Tow or of the termination of the
towage or other service for any reason whatever, and any suit shall be brought within one year of the time when the
cause of action first arose. If either of these conditions is not complied with the claim and all rights whatsoever and
howsoever shall be absolutely barred and extinguished.
25. Law and Jurisdiction. This Agreement shall be construed in accordance with and governed by English law. Any
dispute or difference which may arise out of or in connection with this Agreement or the services to be performed
hereunder shall be referred to the High Court of Justice in London.
No suit shall be brought in any other state or jurisdiction except that either party shall have the option to bring
proceedings in rem to obtain conservative seizure or other similar remedy against any vessel or property owned by the
other party in any state or jurisdiction where such vessel or property may be found.
Legal Topics:
FOOTNOTES:
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11 of 129 DOCUMENTS

FORM No. 18-5A TOWHIRE 2008 (Daily Rate)
TOWHIRE 2008 (Daily Rate)
1. Definitions
"Tugowner" means the party stated in Box 2.
"Hirer" means the party stated in Box 3.
"Tug" means the vessel or vessels as described in Boxes 13 to 16.
"Tow" means one or more vessels or objects of whatsoever nature including anything carried thereon as described in
Boxes 4 to 12.
"Voyage" means the voyage described in Boxes 23 and 25.
2. Basis of the Agreement
The Tugowner agrees to render the service(s) to the Tow as set out in Box 22.
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(a) The Hirer shall pay the Tugowner the amount of hire set out in Box 33 per day or pro rata for part of a day
(hereinafter called the "Tug's Daily Rate of Hire") from the time stated in Box 36 until the time stated in Box 37.
(b)
(i) The Tug's Daily Rate of Hire shall be payable in advance as set out in Box 33 all hire due hereunder shall be fully
and irrevocably earned and non-returnable on a daily basis.
(ii) In the event of the Tug being lost, hire shall cease as of the date of the loss. If the date of the loss cannot be
ascertained, then, in addition to any other sums which may be due, half the rate of hire shall be paid, calculated from the
date the Tug was last reported until the calculated arrival of the Tug at her destination provided such period does not
exceed 14 days.
(iii) In the event of part of the Tow being lost, hire shall continue until the Tug arrives at its destination. In the event of
the Tow being lost, hire shall continue until the Tug arrives at its destination or such nearer place, at the Tugowner's
discretion, provided such period does not exceed 14 days.
(c) Within 14 days of the termination of the services hereunder by the Tugowner, the Tugowner will if necessary adjust
in conformance with the terms of this Agreement hire paid in advance. Any hire paid by the Hirer but not earned under
this Agreement and which is refundable thereunder shall be refunded to the Hirer within 14 days of receipt of the
Tugowner's adjustment of hire.
(d) *If agreed, the Hirer shall pay the sum set out in Box 31 by way of a mobilisation charge. This sum shall be paid on
or before the commencement of the Tug's voyage to the place of departure, and shall be nonreturnable, Tug and/or Tow
lost or not lost.
(e) *If agreed, the Hirer shall pay the sum set out in Box 32 by way of a demobilisation charge. This amount shall be
paid Tow lost or not lost, on or before the termination by the Tugowner of his services under this Agreement.
(f) The Hire and any other sums due and payable to the Tugowner under this Agreement (or any part thereof) shall be
paid without any discount, deduction, set-off, lien, claim or counterclaim.
(g) All payments by the Hirer shall be made in the currency and to the bank account specified in Box 34.
*Sub-clauses (d) and (e) are optional and shall only apply if agreed and stated in Box 31 and 32.
4. *Bunkers
(a) Daily Rate of Hire including Bunkers - Bunker Price Adjustment
(i) In the event that the Daily Rate of Hire includes the cost of bunkers then this Agreement is concluded on the basis of
the price per metric tonne of bunker oil stated in Box 41.
(ii) If the price actually paid by the Tugowner for bunker oil consumed during the Voyage should be higher, the
difference shall be paid by the Hirer to the Tugowners.
(iii) If the price actually paid by the Tugowner for bunker oil consumed during the Voyage should be lower, the
difference shall be paid by the Tugowner to the Hirer.
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(iv) The log book of the Tug and copies of the bunker supplier's invoices shall be conclusive evidence of the quantity of
bunkers consumed and the prices actually paid.
(b) *Daily Rate of Hire excluding Bunkers
(i) In the event that the Daily Rate of Hire excludes the cost of bunkers then the Hirer shall pay to the Tugowner the cost
of the bunkers and lubricants consumed by the Tug in fulfilling the terms of this Agreement.
(ii) The Tug shall be delivered with sufficient bunkers and lubricants on board for the tow to the first bunkering port (if
any) or destination and be re-delivered with not less than sufficient bunkers to reach the nearest bunkering port en route
to the Tug's next port of call.
(iii) The Hirer upon delivery and the Tugowner upon re-delivery shall pay for the bunkers and lubricants on board at the
current contract price at the time at the port of delivery and re-delivery or at the nearest bunkering port.
(c) Bunker Quality
(i) If the Hirer supplies fuel it shall be of the specifications and grades stated in Box 41. The fuels shall be of a stable
and homogeneous nature and unless otherwise agreed in writing, shall comply with ISO standard 8217:1996 or any
subsequent amendments thereof as well as with the relevant provisions of MARPOL.
(ii) The Chief Engineer shall co-operate with the Hirer's bunkering agents and fuel suppliers and comply with their
requirements during bunkering, including but not limited to checking, verifying and acknowledging sampling, reading
or soundings, meters etc. before, during and/or after delivery of fuels. During delivery four representative samples of all
fuels shall be taken at a point as close as possible to the Tug's bunker manifold. The samples shall be labelled and sealed
and signed by suppliers, Chief Engineer and the Hirer or their agents. Two samples shall be retained by the suppliers
and one each by the Tug and the Hirer. If any claim should arise in respect of the quality or specification or grades of
the fuels supplied, the samples of the fuels retained as aforesaid shall be analyzed at an independent laboratory by a
qualified analyst.
*sub-clauses (a) and (b) are options. State agreed option in Box 41. If no option stated then sub-clause (b) shall apply.
5. Extension to Cancelling Date
(a) Should the Tug not be ready to commence the towage at the latest at midnight on the date indicated in Box 38, the
Hirer shall have the option of cancelling this Agreement and shall be entitled to claim damages for detention if due to
the wilful default of the Tugowner.
(b) Should the Tugowner anticipate that the Tug will not be ready, he shall notify the Hirer thereof without delay stating
the expected date of the Tug's readiness and ask whether the Hirer will exercise his option to cancel. Such option to
cancel must be exercised within forty-eight (48) hours after the receipt of the Tugowner's notice, otherwise the third day
after the date stated in the Tugowner's notice shall be deemed to be the new agreed date to commence the towage in
accordance with this Agreement.
6. Ice Clause for Tug and Tow
(a) The Tug shall not be obliged to force ice, but subject to the Tugowner's prior approval having regard to its size,
construction and class, it may follow ice-breakers.
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(b) The Tug shall not be required to enter or remain in any ice bound port or area, nor any port or area where lights,
lightships, markers or buoys have been, or are about to be withdrawn by reason of ice, nor where on account of ice there
is, in the Tugmaster's sole discretion, a risk that, in the ordinary course of events, the Tug will not be able to safely enter
the place of departure to connect to the Tow, or depart from the place of departure with the Tow. In addition, if, on
account of ice, the Tugmaster in his sole discretion considers it unsafe to proceed to, or to enter, the place of destination
for fear of the Tug and/or Tow being frozen in and/or damaged, he shall be at liberty to proceed to the nearest ice free
port or safe place and there await the Hirer's instructions.
(c) Any delay, deviation or additional expenses arising out of or in connection with the performance of this Agreement
caused by or resulting from ice shall be for the Hirer's account and the Tug shall remain on Hire.
(d) Any additional insurance premiums and/or calls required by the Tug's insurers due to the Tug entering or remaining
in any ice bound port or area shall be for the Hirer's account.
7. Additional Charges and Extra Costs
(a) The Hirer shall appoint his agents at the place of departure and place of destination and ports of call or refuge and
shall provide such agents with adequate funds as required.
(i) All port expenses, pilotage charges, harbour and canal dues and all other expenses of a similar nature, including
those incurred under the provisions of Clause 22(b) (Necessary Deviation), levied upon or payable in respect of the Tug
and the Tow.
connection with this Agreement or payments of hire or other sums payable under this Agreement or services to be
performed under or in pursuance of this Agreement, any Customs or Excise duties and any costs, dues or expenses
payable in respect of any necessary permits or licences.
other Authorities.
(v) The cost of insurance of the Tow.
8. War Risk Escalation Clause
The rate of hire is based and assessed on all war risk insurance costs applicable to the Tugowner in respect of the
contemplated voyage in effect on the date of this Agreement. In the event of any subsequent increase or decrease in the
actual costs, the Hirer or the Tugowner, as the case may be, shall reimburse to the other the amount of any increase or
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decrease in such war risk insurance costs.
9. Interest
If any amounts due under this Agreement are not paid when due, then interest shall accrue and shall be paid in
accordance with the provisions of Box 39, on all such amounts until payment is received by the party to whom it is due.
10. *Financial Security
The Hirer undertakes to provide, if required by the Tugowner, security to the satisfaction of the Tugowner in the form
and in the sum, at the place and at the time indicated in Box 40 as a guarantee for due performance of the Agreement.
Such security shall be returned to the guarantor when the Hirer's financial obligations under this Agreement have been
met in full.
(*Optional, only applicable if Box 40 filled in).
11. Place of Departure
(a) The Tow shall be tendered to the Tugowner at the Place of Departure stated in Box 23.
(b) The place of connection and departure shall always be safe and accessible for the Tug to enter, to operate in and for
the Tug and Tow to leave and shall be a place where such Tug is permitted to commence the towage in accordance with
any local or other rules, requirements or regulations and shall always be subject to the approval of the Tugowner which
12. Place of Destination
(a) The Tow shall be accepted and taken over by the Hirer immediately upon arrival at the Place of Destination stated in
Box 25.
(b) The place of disconnection shall always be safe and accessible for the Tug and Tow to enter, to operate in, and for
the Tug to leave and shall be a place where such Tug is permitted to redeliver the Tow in accordance with any local or
other rules, requirements or regulations and shall always be subject to the approval of the Tugowner, which shall not be
13. Riding crew
(a) Riding crew for the Tow, if so requested by the Hirer, shall be provided by the party stated in Box 29. The number
of riding crew shall be as stated in Box 29. All costs and expenses for such personnel will be for the account of the
Hirer and such personnel shall be at all times under the orders of the Tugmaster. If the riding crew are provided by the
Tugowner the Hirer shall pay to the Tugowner the amount per man per day stated in Box 30. If the riding crew are
provided by the Hirer they shall not be deemed to be the servants or agents of the Tugowner. Permission for the Hirer to
provide a riding crew on the Tow as well as the composition and suitability of the riding crew shall always be in the
discretion of the Tugowner.
(b) It shall be the Hirer's responsibility to provide the riding crew with suitable accommodation, food, fresh water, life
saving appliances and all other requirements as necessary to comply with the laws and regulations of the Flag of the
Tug and/or Tow and of the States through the territorial waters of which the Tug will pass or enter. It is a requirement
that the members of the riding crew shall be able to speak and understand a language which is mutual to the Tug and
Tow.
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(c) In the event that the Tugowner provides a riding crew for the Tow for its own purposes, all costs and expenses for
such personnel shall be for the account of the Tugowner.
14. Towing Gear and Use of Tow's Gear
(a) The Tugowner agrees to provide free of cost to the Hirer the use of all tow wires, bridles and other towing gear
carried on board the Tug for the purpose of the towage or other services to be provided under this Agreement. The Tow
shall be connected up in a manner within the discretion of the Tugmaster.
(c) The Hirer shall pay for the replacement of any towing gear and accessories should such equipment become lost,
damaged or unserviceable during the service(s), other than as a result of the Tugowners' negligence.
15. Permits and Certification
(a) The Hirer shall arrange at his own cost and provide to the Tugowner all necessary licences, authorizations and
permits required by the Tug and Tow to undertake and complete the contractual voyage together with all necessary
certification for the Tow to enter or leave all or any ports of call or refuge on the contemplated voyage.
reimbursed by the Hirer to the Tugowner and during any delay caused thereby the Tug shall remain on hire.
16. Tow-worthiness of the Tow
(a) The Hirer shall exercise due diligence to ensure that the Tow shall, at the commencement of the towage, be in all
respects fit to be towed from the place of departure to the place of destination.
(b) The Hirer undertakes that the Tow will be suitably trimmed and prepared and ready to be towed at the time when the
Tug arrives at the place of departure and fitted and equipped with such shapes, signals, navigational and other lights of a
type required for the towage.
(c) The Hirer shall supply to the Tugowner or the Tugmaster, on the arrival of the Tug at the place of departure a
certificate of tow-worthiness for the Tow issued by a recognized firm of Marine Surveyors or Survey Organization,
provided always that the Tugowner shall not be under any obligation to perform the towage until in his discretion he is
satisfied that the Tow is in all respects trimmed, prepared, fit and ready or towage but the Tugowner shall not
unreasonably withhold his approval.
17. Seaworthiness of the Tug
The Tugowner will exercise due diligence to tender the Tug at the place of departure in a seaworthy condition and in all
respects ready to perform the towage, but the Tugowner gives no other warranties, express or implied.
18. Substitution of Tugs

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The Tugowner shall at all times have the right to substitute any tug or tugs for any other tug or tugs of adequate power
(including two or more tugs for one, or one tug for two or more) at any time whether before or after the commencement
of the towage or other services and shall be at liberty to employ a tug or tugs belonging to other tugowners for the
whole or part of the towage or other service contemplated under this Agreement. Provided however, that the main
particulars of the substituted tug or tugs shall be subject to the Hirer's prior approval, but such approval shall not be
19. Salvage
(a) Should the Tow break away from the Tug during the course of the towage service, the Tug shall render all
reasonable services to re-connect the towline and fulfil this Agreement without making any claim for salvage.
(b) If at any time the Tugowner or the Tugmaster considers it necessary or advisable to engage salvage services from
any vessel or person on behalf of the Tug or Tow, or both, the Hirer hereby undertakes and warrants that the Tugowner
or his duly authorized servant or agent including the Tugmaster have the full actual authority of the Hirer to accept such
services on behalf of the Tow on any reasonable terms. Where circumstances permit the Tugowner shall consult with
the Hirer on the need for salvage services for the Tow.
20. Termination by the Hirer
(a) At any time prior to the departure of the Tow from the place of departure the Hirer may terminate this Agreement
upon payment of the termination fee set out in Box 42. If termination takes place whilst the Tug is en route to the place
of departure or after the Tug has arrived at or off the place of departure then in addition to the said termination fee the
Hirer shall pay any additional amounts due under this Agreement.
be entitled to be paid, and if already paid to retain, all sums payable according to Box 33 and any other amounts due
under this Agreement. The above amounts are in addition to any damages the Tugowner may be entitled to claim for
breach of this Agreement.
21. Termination by the Tugowner
(a) The Tugowner may without prejudice to any other remedies he may have, withdraw from and terminate this
Agreement and leave the Tow in a place where the Hirer may take repossession of it and be entitled to payment of
cancellation fee or hire, whichever is the greater, and all other payments due under this Agreement, upon anyone or
more of the following grounds:
fourteen (14) days.
in aggregate fourteen (14) days.
(iii) If the financial security as may be required according to Box 40 is not given within seven (7) running days of the
Tugowner's request to provide security.
(iv) If the Hirer has not accepted the Tow within seven (7) running days of arrival at the place of destination.
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(v) If any amount payable under this Agreement has not been paid within seven (7) running days of the date such sums
are due.
(b) Before exercising his option of withdrawing from this Agreement as aforesaid, the Tugowner shall give the Hirer 48
hours' notice of his intention so to withdraw.
22. Necessary Deviation
(a) If the Tug during the course of the towage or other service under this Agreement puts into a port or place or seeks
shelter or is detained or deviates from the original route as set out in Box 26 because either the Tugowner or Tugmaster
reasonably consider
(i) that the Tow is not fit to be towed; or
(ii) the towing connection requires rearrangement; or
(iii) repairs or alterations to or additional equipment for the Tow are required to safeguard the venture and enable the
Tow to be towed to destination; or
(iv) it would not be prudent to do otherwise on account of weather conditions actual or forecast; or because of any other
good and valid reason outside the control of the Tugowner or Tugmaster, or because of any delay caused by or at the
request of the Hirer, this Agreement shall remain in full force and effect.
full force and effect, including the provisions of Clause 7(b)(i), but any period so spent by the Tug in fulfilling or
attempting to fulfil the purposes permitted by this sub-paragraph other than for normal replenishment of bunkers or
fresh water or supplies shall not entitle the Tugowner to recover from the Hirer the Daily Rate of Hire for the said
period.
(c) Any deviation howsoever or whatsoever by the Tug or by the Tugowner not expressly permitted by the terms and
full force and effect notwithstanding such deviation, save that no hire shall be paid for the period of such deviation, and
shall be without prejudice to any other remedies which the Hirer may have against the Tugowner.
(a)
(i) The Tugowner will indemnify the Hirer in respect of any liability adjudged due or claim reasonably compromised
arising out of injury or death of any of the following persons, occurring during the towage or other service hereunder,
from arrival of the Tug at the pilot station or customary waiting place or anchorage at the Place of Departure (whichever
is sooner), until disconnection at the Place of Destination, however such geographic and/or time limits shall not apply to
sub-clause 25(a)(i)(2) below:
(1) The Master and members of the crew of the Tug and any other servant or agent of the Tugowner;
(2) The members of the riding crew provided by the Tugowner or any other person whom the Tugowner provides on
board the Tow;
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(3) Any other person on board the Tug who is not a servant or agent of the Hirer or otherwise on board on behalf of or
(ii) The Hirer will indemnify the Tugowner in respect of any liability adjudged due or claim reasonably compromised
arising out of injury or death occurring during the towage or other service hereunder of any of the following persons:
(1) The Master and members of the crew of the Tow and any other servant or agent of the Hirer;
(2) Any other person on board the Tow for whatever purpose except the members of the riding crew or any other
(b)
(i) The following shall be for the sole account of the Tugowner without any recourse to the Hirer, his servants, or
agents, whether or not the same is due to any breach of contract, negligence or any other fault on the part of the Hirer,
his servants or agents:
(1) Save for the provisions of Clause 14 (c), loss or damage of whatsoever nature, howsoever caused to or sustained by
the Tug or any property on board the Tug.
(3) Loss or damage of whatsoever nature suffered by the Tugowner or by third parties in consequence of the loss or
damage referred to in (1) and (2) above.
(4) Any liability in respect of wreck removal or in respect of the expense of moving or lighting or buoying the Tug or in
respect of preventing or abating pollution originating from the Tug.
(ii) The following shall be for the sole account of the Hirerwithout any recourse to the Tugowner, his servants or agents,
whether or not the same is due to any breach of contract (including as to the seaworthiness of the Tug), negligence or
any other fault on the part of the Tugowner, his servants or agents:
(1) Loss or damage of whatsoever nature, howsoever caused to or sustained by the Tow.
(3) Loss or damage of whatsoever nature suffered by the Hirer or by third parties in consequence of the loss or damage
referred to in (1) and (2) above.
(4) Any liability in respect of wreck removal or in respect of the expense of moving or lighting or buoying the Tow or
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damage howsoever caused to or sustained by the Tow.
(c) Save for the provisions of Clauses 15, (Permits & Certification); 16, (Tow-worthiness of the Tow); 17,
(Seaworthiness of the Tug); 20 (Termination by the Hirer) and 21 (Termination by the Tugowner), neither the
Tugowner nor the Hirer shall be liable to the other party for
(i) any loss of profit, loss of use or, loss of production whatsoever and whether arising directly or indirectly from the
performance or non performance of this Agreement, and whether or not the same is due to negligence or any other fault
on the part of either party, their servants or agents, or
(ii) any consequential loss or damage for any reason whatsoever, whether or not the same is due to any breach of
contract, negligence or any other fault on the part of either party, their servants or agents.
(d) Notwithstanding any provisions of this Agreement to the contrary, the Tugowner shall have the benefit of all
limitations of, and exemptions from, liability accorded to the owners or chartered owners of vessels by any applicable
24. Himalaya Clause
or provided by this Agreement or by any applicable statute rule or regulation for the benefit of the Tugowner or Hirer
shall also apply to and be for the benefit of:
(a) demise charterers, sub-contractors, operators, Master, officers and crew of the Tug or Tow and,
(b) all bodies corporate, parent of, subsidiary to, affiliated with or under the same management as either the Tugowner
or Hirer, as well as all directors, officers, servants and agents of the same and
(c) all parties performing services within the scope of this Agreement for or on behalf of the Tug or Tugowner or Hirer
as servants, agents and sub-contractors of such parties.
The Tugowner or Hirer shall be deemed to be acting as agent or trustee of and for the benefit of all such persons,
entities and vessels set forth above but only for the limited purpose of contracting for the extension of such benefits to
such persons, bodies and vessels.
25. War and Other risks
(i) "War Risks" shall include any actual, threatened or reported:
war; act of war; civil war; hostilities; revolution; rebellion; civil commotion; warlike operations; laying of mines; acts of
piracy; acts of terrorists; acts of hostility or malicious damage; blockades (whether imposed against all vessels or
imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise
howsoever); by any person, body, terrorist or political group, or the Government of any State whatsoever, which, in the
reasonable judgement of the Master and/or the Tugowners, may be dangerous or are likely to be or to become
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dangerous to the Tug, her Tow, crew or other persons on board the Tug or Tow.
(ii) "Other Risks" shall include any actual, threatened or reported: arrest or restraint of princes, rulers or people;
insurrections; riots or civil commotions; disturbances; acts of God; epidemics; quarantine; labour troubles; labour
obstructions; strikes; lock-outs; embargoes; seizure of the Tow under legal process or for any other cause outside the
control of the Tugowner as a result of which it would be impossible or unsafe or commercially impracticable for the
Tug or Tow or both to enter or attempt to enter or leave or attempt to leave the place of departure or any port or place of
call or refuge or to reach or attempt to reach or enter the port or place of destination of the Tow and there deliver the
Tow and leave again, all of which safely and without unreasonable delay, the Tug may leave the Tow or any part
thereof at the place of departure or any other port or place where the Hirer may take repossession and this shall be
deemed a due fulfilment by the Tugowner of this Agreement and any outstanding sums and all extra costs of delivery at
such place and any storage costs incurred by the Tugowner shall thereupon become due and payable by the Hirer.
(b) The Tug, unless prior written consent of the Tugowners has first been obtained, shall not be required to continue to
or through, any port, place, area or zone (whether of land or sea), or any waterway or canal, where it appears that the
Tug, her Tow, the crew or other persons on board the Tug or Tow, in the reasonable judgement of the Master and/or the
Tugowners, may be, or are likely to be, exposed to War or Other Risks.Should the Tug be within any such place as
aforesaid, which only becomes subject to War or Other Risks, or is likely to be or to become subject to War or Other
Risks, after her entry into it, she shall be at liberty to leave such place or area.
(c)
(i) The Tugowners may effect war risks insurance in respect of the Hull and Machinery of the Tug and their other
interests (including, but not limited to, loss of earnings and detention, the crew and their Protection and Indemnity
Risks), and the premiums and/or calls therefor shall be for their account.
(ii) If the Underwriters of such insurance should require payment of additional premiums and/or calls because, pursuant
to the Hirers' orders, the Tug is within, or is due to enter and remain within, or pass through any area or areas which are
specified by such Underwriters as being subject to additional premiums because of War Risks, then the actual additional
premiums and/or calls paid shall be reimbursed by the Hirers to the Tugowners at the same time as the next payment of
hire is due, or upon delivery of the Tow, whichever occurs first.
(d) If the Tugowners become liable under the terms of employment to pay to the crew of the Tug, or any riding crew of
the Tow, any War Risk related bonus or additional wages in respect of sailing into a War Risk area, then the actual War
Risk related bonus or additional wages paid shall be reimbursed to the Tugowners by the Hirers at the same time as the
next payment of hire is due, or upon delivery of the Tow, whichever occurs first.
(e) The Tug shall have Iiberty:-
(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy,
ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by
the Government of the Nation under whose flag the Tug sails, or other Government to whose laws the Tugowners are
subject, or any other Government, body or group whatsoever acting with the power to compel compliance with their
orders or directions;
(ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to
(iii) to comply with the terms of any resolution of the Security Council of the United Nations, the effective orders of any
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same to which the Tugowners are subject, and to obey the orders and directions of those who are charged with their
enforcement;
(iv) to call at any other port to change the crew or any part thereof or other persons on board the Tug or Tow when there
is reason to believe that they may be subject to internment, imprisonment or other sanctions.
(f) If the performance of this Agreement or the voyage to the place of departure would in the ordinary course of events
appears to be danger of such area being blocked or passage through being restricted or made hazardous by the War or
Other Risks then:
(i) The Tug shall not be required to pass through any blockade, whether such blockade be imposed on all vessels, or is
imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or
crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to search
and/or confiscation.
(ii) If the Tug has not entered such area en route to the place of departure, or having entered has become trapped therein
for a period of more than fourteen (14) days, either party hereto shall be entitled to terminate this Agreement by giving
notice in which event, save for liabilities already accrued, neither party shall be under any further liability to the other
but the Tugowner shall not be bound to repay to the Hirer any payments already made and all amounts due shall remain
payable.
(iii) If the Tug and Tow whilst en route to the place of destination have not entered such area during the course of the
towage or other service the Hirer shall continue to pay the Daily Rate of Hire for every day by which the towage is
prolonged by reason of waiting for such area to become clear and/or safe and/or by reason of proceeding by a longer
route to avoid or pass such area in safety.
(iv) If the Tug and Tow whilst en route to the place of destination have become trapped in such area during the course
of the towage or other service either party shall, after a period of fourteen (14) days from the commencement of such
trapping, be entitled to terminate this Agreement by telex, cable or other written notice, in which event, save for
liabilities already accrued, neither party shall be under any further liability to the other but the Tugowner shall not be
bound to repay to the Hirer any payment already made and all amounts due shall remain payable.
(g) If in accordance with their rights under the foregoing provisions of this Clause, the Tugowners refuse to proceed
from the place of departure or to the place of destination, or anyone or more of them, they shall immediately notify the
Hirers requesting them to nominate a place for redelivery of the Tow. Failing such nomination by the Hirers within 48
hours of the receipt of such notice and request, the Tugowners may redeliver the Tow at any place where the Hirer can
take repossession of the Tow.
(h) If in compliance with any of the provisions of this Clause anything is done or not done, such shall not be deemed a
deviation, but shall be considered as due fulfilment of this Agreement.
26. Lien
Without prejudice to any other rights which he may have, whether in rem or in personam, the Tugowner, by himself or
his servants or agents or otherwise shall be entitled to exercise a possessory lien upon the Tow in respect of any sum
howsoever or whatsoever due to the Tugowner under this Agreement and shall for the purpose of exercising such
possessory lien be entitled to take and/or keep possession of the Tow; provided always that the Hirer shall pay to the
Tugowner by himself or his servants or agents or otherwise all reasonable costs and expenses and all costs of recovering
same, including legal fees, howsoever or whatsoever incurred by or on behalf of the Tugowner by himself or his
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servants or agents or otherwise in exercising or attempting or preparing to exercise such lien and the Tugowner by
himself or his servants or agents or otherwise shall be entitled to receive from the Hirer the Tug's Daily Rate of Hire
throughout any reasonable delay to the Tug resulting therefrom.
27. Warranty of Authority
If at the time of making this Agreement or providing any service under this Agreement other than towing at the request,
express or implied, of the Hirer, the Hirer is not the Owner of the Tow referred to in Box 4, the Hirer expressly
represents that he is authorized to make and does make this Agreement for and on behalf of the Owner of the said Tow
and agrees that both the Hirer and the Owner of the Tow are bound jointly and severally by the provisions of this
Agreement.
28. General
(a) If anyone or more of the terms, conditions or provisions in this Agreement or any part thereof shall be held to be
invalid, void or of no effect for any reason whatsoever, the same shall not affect the validity of the remaining terms,
conditions or provisions which shall remain and subsist in full force and effect.
(b) For the purpose of this Agreement unless the context otherwise requires the singular shall include the plural and vice
versa.
29. Time for Suit
(a) Save for the indemnity provisions under Clause 23 (Liability and Indemnity) of this Agreement, any claim which
may arise out of or in connection with this Agreement or of any towage or other service to be performed hereunder shall
be notified within 6 months of delivery of the Tow or of the termination of the towage or other service for any reason
whatever, and any suit shall be brought within one year of the time when the cause of action first arose. If either of these
conditions is not complied with the claim and all rights whatsoever and howsoever shall be absolutely barred and
extinguished.
(b) Any extension of time granted by the Tugowner to the Hirer or any indulgence shown relating to the time limits set
30. BIMCO ISPS/MTSA Clause 2005
(a)
(i) The Tugowner shall comply with the requirements of the International Code for the Security of Ships and of Port
Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) relating to the Tug and "the Company"
(as defined by the ISPS Code). If trading to or from the United States or passing through United States waters, the
Tugowner shall also comply with the requirements of the US Maritime Transportation Security Act 2002 (MTSA)
relating to the Vessel and the "Owner" (as defined by the MTSA).
(ii) Upon request the Tugowner shall provide the Hirer with a copy of the relevant International Ship Security
Certificate (or the Interim International Ship Security Certificate) and the full style contact details of the Company
Security Officer (CSO).
(iii) Loss, damages, expense or delay (excluding consequential loss, damages, expense or delay) caused by failure on
the part of the Tugowner or "the Company/Owner" to comply with the requirements of the ISPS Code/MTSA or this
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Clause shall be for the Tugowner's account, except as otherwise provided in this Agreement.
(b)
(i) The Hirer shall provide the Tugowner and the Tugmaster with their full style contact details and, upon request, any
other information the Tugowner requires to comply with the ISPS Code/MTSA. Where subletting is permitted under the
terms of this Agreement, the Hirer shall ensure that the contact details of all sub-hirers are likewise provided to the
Tugowner and the Tugmaster. Furthermore, the Hirer shall ensure that all sub-lets they enter into during the period of
this Agreement contain the following provision:
"The Hirer shall provide the Tugowner with their full style contact details and, where sub-letting is permitted under the
terms of the agreement, shall ensure that the contact details of all sub-hirers are likewise provided to the Tugowners".
(ii) Loss, damages, expense or delay (excluding consequential loss, damages, expense or delay) caused by failure on the
part of the Hirer to comply with this Clause shall be for the Hirer's account, except as otherwise provided in this
Agreement.
(c) Notwithstanding anything else contained in this Agreement, all delay, costs or expenses whatsoever arising out of or
related to security regulations or measures required by the port facility or any relevant authority in accordance with the
ISPS Code/MTSA including, but not limited to, security guards, launch services, vessel escorts, security fees or taxes
and inspections, shall be for the Hirer's account, unless such delay, costs or expenses result solely from the negligence
of the Tugowner, Tugmaster or crew. All measures required by the Tugowner to comply with the Ship Security Plan
shall be for the Tugowner's account.
(d) If either party makes any payment which is for the other party's account according to this Clause, the other party
(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of
(LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three
arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such
appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days
of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own
arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own
arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration
may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and
shall advise the other party "accordingly. The award of a sale arbitrator shall be binding on both parties as if he had
been appointed by agreement.
sole arbitrator.
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(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the
(c) *This Agreement shall be governed by and construed in accordance with the laws of the place mutually agreed by
shall apply:
such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in
(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary
to protect its interest.
(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)
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(e) If Box 43 is not appropriately filled in, sub-clause (a) of this Clause shall apply. Sub-clause (d) shall apply in all
cases.
*Note: Sub-clauses (a), (b) and (c) are alternatives; indicate alternative agreed in Box 43.
32. Security for Claims
Either party shall have the option to bring proceedings in rem, but only to obtain security or other similar remedy for
claims arising under this Agreement against any vessel or property owned by the other party in any state or jurisdiction
where such vessel or property may be found.
(a) All notices given by either party or their agents to the other party or their agents in accordance with the provisions of
this Agreement shall be in writing.
(b) For the purposes of this Agreement, "in writing" shall mean any method of legible communication. A notice may be
personal service.
Legal Topics:
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12 of 129 DOCUMENTS

FORM No. 18-6 MSC TUGTIME 97
Revised January 1997
Part I of this contract appears in a box layout which is illustrated on the following pages. Part II has been
reprinted to permit presentation in a readable format designed to facilitate research.
SECTION B PRICE AND COST
B1 CHARTER HIRE
B1.1 Charter hire for services under this Charter Party shall be payable 7 (seven) days a week at the applicable rates
stated in SUBPART D. The overtime differential rate, when stated, in SUBPART D shall be used when tugs are utilized
outside of straight time hours (Articles C1.41 and C1.59 refer).
B1.2 The hire rates stipulated in SUBPART D shall be considered payment in full for the services of all Tugs,
Associated Equipment, and crew in accordance with this Charter Party, except as otherwise provided herein, including
all overtime, penalty time, bonuses, payments, and emoluments payable to Tugmaster and crew, and including the cost
of Tug's crew running lines. Said hire rates are exclusive of the costs of fuel and port charges, which are addressed at
Articles H14 and H11, respectively.
SECTION C STATEMENT OF WORK AND SPECIFICATIONS
C1 GENERAL DEFINITIONS
C1.1 "Alterations" - Additions of equipment; planned changes to the configuration, location, type, or number of pieces
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of equipment or systems; changes in the arrangement and outfitting of Tug's structure
C1.2 "Assisting" - Movement of a tow which is making use of, or which has available for use, her own propulsion
C1.3 "Associated Equipment" - Construed to include all Contractor-furnished equipment necessary for performance in
accordance with this Charter
C1.4 "BHP" - Brake horsepower
C1.5 "CAGE" - Commercial and Governmental Entity Code (see DFARS 252.204-7007, which is referenced at Article
L16.1, herein)
C1.6 "CEC" - Contractor Establishment Code (see FAR 4.602(d))
C1.7 "CFE" - Contractor-Furnished Equipment
C1.8 "Charterer" - The United States of America
C1.9 "Charter Party" - This document; interchangeable with "contract" and "Charter."
C1.10 "Charter Party Date" - Identified at Box 2
C1.11 "COMSC" - Commander, Military Sealift Command
C1.12 "Charter" - This document including both Parts I and II
C1.13 "Contracting Officer" - The only representative of the Government who is authorized to execute and modify
contract
C1.14 "Contractor" - Interchangeable with "Owner"
C1.15 "Crew" - Of the Tugs identified in Part I
C1.16 "Dead tow" - see "Flat tow," below
C1.17 "DFARS" - Department of Defense Federal Acquisition Regulation Supplement (issued by the Department of
Defense)
C1.18 "Docking" - Aiding the movement of a tow, from the stream off a pier to a berth
C1.19 "DOD" - Department of Defense
C1.20 "Escorting" - Non-docking accompaniment of a tug in close proximity to a tow, whether or not lines are made
fast to the tow
C1.21 "Facsimile Proposal" - see FAR 52.215-18, which is referenced at Article L13.1, herein
C1.22 "FAR" - Federal Acquisition Regulation (issued by the Department of Defense, General Services Administration,
and National Aeronautics and Space Administration)
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C1.23 "FCC" - Federal Communications Commission
C1.24 "Flat tow" - Tow which does not have her own propulsion available for use
C1.25 "FOS" - Full Operating Status, with Tug manned and provisioned, all equipment operational, and prepared in all
respects to perform in accordance with this Charter Party
C1.26 "fpm" - feet per minute
C1.27 "GFP" - Government-furnished property (see the clause incorporated by reference at Article I38, herein)
C1.28 "Government" - The United States of America
C1.29 "gpm" - gallons per minute
C1.30 "HP" - Horsepower
C1.31 "Ice operations" - Conditions prevalent when ice conditions are declared by the U.S. Coast Guard at or near the
delivery point ordered, or when it becomes necessary for the tug to break or clear ice prior to docking, undocking, or
shifting a tow
C1.32 "Linehandling" - Movement or transportation of the tow's lines ashore by tug's crew
C1.33 "Live tow" - a tow under her own propulsion, or which has her own propulsion available for use
C1.34 "LOA" - Length Overall
C1.35 "Master" - Interchangeable with "Tugmaster"
C1.36 "Moderate Weather" - Conditions up to and including sustained winds of Beaufort Force 3
C1.37 "Mooring" - see "Docking," above
C1.38 "MSC" - Interchangeable with "COMSC"
C1.39 "NAPS" - Navy Acquisition Procedures Supplement (issued by the Department of the Navy)
C1.40 "OT" - See "Overtime," below
C1.41 "Overtime" - 1701 through 0559 hours local time, Mondays through Thursdays; 1701 hours local time Fridays
through 0559 hours the following Mondays; all Federal holidays
C1.42 "Owner" - That entity exercising commercial control of the Tug(s) identified in Part I; interchangeable with
"contractor" and "offeror" and to include disponent owners and all the tugowner's and disponent owner's agents,
managers, operators, charterer's, employees, independent contractors, Tugmaster, Officers, and crew
C1.43 "Owner's Representative" - See "Representative," below
C1.44 "P & I" - Maritime protection and indemnity insurance

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C1.45 "Part I" - All matter before page 1 of this Charter
C1.46 "Part II" - All matter after and including page 1 of this Charter
C1.47 "Paying Office" - See Box 18
C1.48 "Place" - Any berth, dock, anchorage, wharf, open roadstead, submarine line, or alongside any vessel, barge,
lighter, submarine, craft, hull, derrick, or object of whatsoever nature, or any other place whatsoever to which the
Government is entitled to direct the Tug hereunder
C1.49 "Pulling" - Tug with lines fast to a vessel aground
C1.50 "Readiness" - See Article H5
C1.51 "Representative" - Foreman, superintendent, dispatcher, supervisor, or manager employed and designated by
Owner to respond to Government's requests for service under this Charter
C1.52 "RFP" - Request for Proposals
C1.53 "ROS" - Reduced Operational Status (see Article H15)
C1.54 "Shifting" - Assisting a tow from berth to berth, or alongside a dock, or from berth to permanent anchorage, or
from permanent anchorage to berth (inclusive of docking or undocking)
C1.55 "SHP" - Shaft horsepower
C1.56 "Speed" - derived by dividing the total hours on any given passage (as shown in the Tug's log books and after
excluding the number of hours elapsed during periods of non-Moderate Weather) into the total miles of that passage
C1.57 "ST" - See "Straight time," below
C1.58 "Standing by" - Tug awaiting orders at or alongside the delivery point ordered
C1.59 "Straight time" - 0600 through 1700 hours local time, Monday through Friday, exclusive of Federal holidays
C1.60 "SWL" - Safe Working Load
C1.61 "Telegraphic Response/Notice" - To the electronic-mail number(s) identified at Box 4, unless otherwise
specified
C1.62 "Telephonic Response/Notice" - To the telephone number(s) identified at Box 5, unless otherwise specified
C1.63 "TIN" - Taxpayer Identification Number (see FAR 52.204-03, which is referenced at Article K2.1, herein)
C1.64 "Tow" - Any vessel, barge, lighter, submarine, craft, derrick, or object of whatsoever nature including anything
carried thereon, to which Tug is entitled to be ordered under this Charter
C1.66 "Tug"/"Tugs" - Those Tugs identified at Part I and any other Tug(s) accepted by the Government for use under
this Charter (the word "Tug" as used in this Charter is both plural and singular)
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C1.67 "Tugmaster" - Of the Tugs identified in Part I
C1.68 "Undocking" - Assisting a tow from a berth to the stream off the pier
C1.69 "USCG" - United States Coast Guard
C2 MISSION
C2 MISSION (RESERVED)
C3 TUG SPECIFICATIONS
Owner warrants that the Tug performing under this Charter shall be in full conformity with the following specifications,
in addition to all other requirements of this Charter from the time of delivery and during the currency of this Charter:
C3.1 Particulars:
(a) General.
(i) Owner warrants that the Tug is as described in Part I and Attachment J2 of this
Charter.
(b) Registry.
(i) Tug shall be U.S. flag.
(c) Regulatory Compliance.
The Owner warrants that the Tug and all Associated Equipment shall be in full compliance with all
applicable international conventions and all applicable laws, regulations, and other requirements of the
United States including all U.S.C.G. regulations. The Owner further warrants that the Tug shall have on
board during the currency of this Charter all certificates, records, or other documents required by the
aforesaid conventions, laws, regulations, and requirements, including a Certificate of Financial
Responsibility meeting the requirements of the Federal Water Pollution Control Act, as amended, and/or
the Oil Pollution Act of 1990.
(d) Complement.
(i) General. The Owner warrants that the Tug shall have an efficient and legally
sufficient complement of Tugmaster and crew with adequate training and experience in
towage and operation of all of the Tug's equipment. The Tugmaster and entire crew shall
be U.S. citizens and possess valid and current certificates and documents. The Tugmaster
and entire crew shall be proficient in spoken English. The Tugmaster and crew of Tug
shall be appointed or hired by the Owner and shall be deemed to be the servants and
agents of the Owner at all times except as otherwise specified in this Charter. The
Tugmaster of the Tug shall be under the direction of the Charterer as regards the
employment of the Tug, but shall not be under Charterer's orders as regards navigation,
care and custody of the Tug.
(ii) Charterer's Instructions. The Charterer shall furnish the Tugmaster with all requisite
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instructions and sailing directions, in writing, including COMSCINST 3121.9 "Standard

Operating Manual," as revised. The Tugmaster shall exercise due diligence to observe all
such orders and instructions of the Charterer in respect of the Charterer's employment of
the Tug's services.
(iii) Conduct of Tugmaster or Crew. If the Charterer shall have reason to be dissatisfied
with the conduct of the Tugmaster or crew, the Owner shall, on receiving particulars of
the complaint, investigate it, and if necessary make a change in personnel.
(iv) Administrative Requirements. Owner warrants compliance and cooperation with all
administrative requirements, including any necessary investigative actions required by the
Government in obtaining security clearances if required.
C4 OWNER-FURNISHED SERVICES
C4.1 Towage.
(a) The following list, all-inclusive in neither scope nor description, is illustrative of the towage services
to be performed under this Charter:
(i) Towing, twisting, mooring, berthing, docking, undocking, shifting, assisting, pulling,
and escorting those vessel types identified at Attachment J1. Government reserves the
right to use Government-owned or controlled Tugs or vessels separately or jointly with
Owner's Tug in the performance of any services listed in this Charter
(ii) Towing, twisting, mooring, berthing, docking, undocking, shifting, assisting, pulling,
and escorting miscellaneous other vessels, barges, submarines, craft, hulls, sleds, derricks,
lighters, and objects of whatsoever nature including anything carried thereon. Government
reserves the right to use Government-owned or controlled Tugs or vessels separately or
jointly with Owner's Tug in the performance of any services listed in this Charter
(iii) When the tug is in use for sled target towing or gunnery practice, live firings will be
directed at the sled while under tow. The contractor's crew shall provide shot data to firing
units.
C4.2 Other.
(a) The following list, all-inclusive in neither scope nor description, is illustrative of the other services to
be performed under this Charter:
(i) Owner's Representative shall promptly respond to Government's requests for services
under this Charter on a 24-hour-day basis
(ii) Transfers of pilots and Government Personnel by Tug
(iii) Tug emergency support services, including responses to weather conditions

threatening vessels, piers, drydocks, or shore facilities; shipboard fires; vessels aground;
vessel equipment failures; downed aircraft; oil spills; missions of mercy; collisions;
ammunition mishaps; and search-and-rescue operations.
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(iv) Icebreaking, to Tug's capability
(v) Linehandling
(vi) Providing personnel (other than a riding crew) to go aboard a tow
(vii) Directing the connection and release of tow if there is no pilot or other authorized
officer directing the move
(viii) Submission of reports outlined in Attachment J-
(ix) The tug must allow conduct of (wartime) boarding and search exercises. As the
"suspect" vessel during the exercises, the tug will communicate with a warship by radio,
presenting vessel background and alibis. The tug crew would be required to muster on the
fantail, possibly for extended periods (as permitted by safe navigation and prudent
seamanship of the vessel), while search of the vessel is conducted, and be prepared to hide
crew members as a test of the effectiveness of the search. Boarding ship personnel will be
allowed to carry unloaded small arms and parent warship will be allowed to train
unloaded primary/secondary main batteries on the boarded vessel. During the conduct of a
USCG exercise, there will be no ammunition in the parent warship's guns. The Tugmaster
will remain in command of his vessel and does have authority to cancel operations if he
feels the safety of the ship and crew are in danger.
C4 OWNER-FURNISHED SERVICES (RESERVED)
SECTION E INSPECTION AND ACCEPTANCE
E1 INSPECTION
E1.1 In General.
(a) The Tug and Associated Equipment shall be subject to the Government's inspection as to suitability for the required
service prior to the award of this Charter, and to subsequent inspections at any time during the currency of this Charter
to determine continuing suitability for the required services as well as to determine whether the material condition of the
Tug and Associated Equipment will prevent effective operation during basic and optional periods (if any) of this
Charter. Such inspections shall include but not be limited to:
(1) Condition and operability of navigation and communication equipment and provision of appropriate technical
manuals and onboard spares
(2) Condition (tightness and preservation) of hull, deck plating, superstructure, and fendering; and the operability of
winches/ cranes/capstans
(3) General material condition and maintenance of the Tug
(4) Condition, operability and certification of required safety and firefighting equipment
(5) Operability and safety of engineering spaces and equipment
(6) Bunker survey, when appropriate

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(7) Condition and operability of all lines, wires, hawsers, and other towing gear
(b) The Government further reserves the right to have the Tug surveyed at any time by an independent surveyor.
(c) If in the opinion of the Government Inspector deficiencies exist that preclude the adequacy of the Tug for the
assigned service, a notice for correction will be issued. In the event that the stated deficiencies are not corrected in a
reasonable period of time and in the opinion of the Contracting Officer (based upon the recommendation of the
Government Inspector and/or the independent surveyor) the Tug is inadequate for the intended service or unable to
operate for the remaining period of the Charter as a result of these deficiencies, the Government reserves the right to
cancel this Charter at no cost to the Government at any time during the term of the Charter, or take any other action
available under this Charter or authorized by law.
E1.2 Predelivery Inspection.
(a) A predelivery inspection of the Tug may be held at Government's option upon the request of the Owner; such
inspection shall be of an advisory nature only. At any such inspection, any representation of a Government
representative present, or lack thereof, shall not be binding on the Government. This inspection shall be conducted, if
possible, in a shipyard and on a date mutually agreeable to the Owner and the Government. The Owner will be advised
of the condition of the Tug and Associated Equipment found by the Inspector. This predelivery procedure is to enable
the Owner to correct any deficiencies discovered, if any, before the delivery inspection. The results of any predelivery
inspection under this Article shall further be without prejudice to any later determinations that any Tug or associated
equipment is unsuitable under this Charter, whether made at the delivery inspection or at any time during the currency
of the Charter period including options if exercised.
E1.3 Reservation.
(a) Nothing contained in this Article shall be in derogation of any additional rights of the Government under the terms
of the Government Clause incorporated at Article E2 of this Charter.
E2 FAR 52.246-04
INSPECTION OF SERVICES - FIXED PRICE (FEB 1992)
SECTION F DELIVERY AND PERFORMANCE
F1 DELIVERY
F1.1 Laydays. The Tug and all Associated Equipment shall be delivered to the Charterer at a port or place in accordance
with Box 6 not later than 1600 hours local time (place of delivery) on the canceling date stated in Box 10, the Owner
giving written notice of readiness to the appropriate Government representative at the port or place of delivery on a
working day (Saturdays, Sundays, and U.S. Government holidays and local holidays shall not be considered working
days) during office hours. Government inspection of the Tug shall be completed within a reasonable amount of time
thereafter, not exceeding twenty-four (24) hours after proper tender of the notice of readiness, Sundays and U.S.
Government holidays and local holidays excepted in the computation of said twenty-four hour period. Unless otherwise
agreed, hire shall commence upon acceptance of all Tug by the Charterer, but not before the commencing date stated in
Box 10, unless approved in writing in advance by the Contracting Officer. Charterer shall have the liberty to cancel this
Charter at no cost to the Government should Tug and Associated Equipment not be ready in accordance with the
provisions herein by the canceling date stated in Box 10, said cancellation to be declared not later than twenty-four (24)
hours after 1600 hours local time (place of delivery) on the canceling date stated in Box 10, should the Tug or
Page 88
Associated Equipment not be ready by that time. This Article shall not limit any right of the Government under this
Charter Party, or any right to take any other action authorized by law.
F1.2 Condition. The Tug and all Associated Equipment shall be, insofar as due diligence can make them so, seaworthy,
properly and efficiently manned and trained, equipped, supplied, and in every way suitable and adequately fitted for and
in all respects ready for the service contemplated under this Charter Party. Any Associated Equipment shall upon
delivery be as described in this Charter Party. The Owner shall exercise due diligence to maintain the Tug and
Associated Equipment in such state during the period of the Charter Party.
F2 REDELIVERY
F2.1 Unless lost, the Tug shall be redelivered at a port or place in accordance with Box 7. Charterer shall give Owner
not less than twenty (20) days notice of expected date and range of redelivery, and not less than ten (10) days notice of
actual port or place of redelivery.
F3 ORTS/PLACES
F3.1 Safety. Tug may be ordered to any berth, dock, anchorage, wharf, place, open roadstead, submarine line, or
alongside any vessel, barge, lighter, submarine, craft, hull, derrick, or object of whatsoever nature that Charterer may
direct, provided the Tug can lie always safely afloat.
F4 CHARTER PERIOD
F4.1 This Charter Party shall be for the period designated in Box 8, from the date of acceptance of the Tug. Any
optional periods shall be stated in Box 8; in addition, the Government shall have the Time Lost options as specified
under Article H9 entitled "Time Lost" and the option to extend services specified in Article I14.0 entitled "Option to
Extend Services". All optional periods shall be in direct continuation. All optional periods shall be without guarantee, at
Charterer's sole option. Optional periods shall be declared not later than thirty (30) days prior to the expiration of the
period then current. Should Charterer exercise any option to cancel this Charter (if any such option is stated at Box 8),
then said option to cancel shall be exercised in accordance with the prior-notice time frames stipulated at Article F2.
F5 FAR 52.212-13
STOP-WORK ORDER (AUG 1989)
SECTION G INVOICING AND PAYMENT
G1 INVOICING AND PAYMENT
G1.1 Reimbursement. The Owner shall be reimbursed by the Charterer for all of the charges and expenses which are
incurred by the Owner for Charterer's account as herein provided, upon presentation of such vouchers, receipts, and
other documentation necessary to determine the charges and expenses fair and reasonable, as are required under the
applicable provisions of this Charter Party and billing instructions provided thereunder, to the extent such charges and
expenses are determined to be fair and reasonable.
G1.2 Authorization to Pay Early. Paragraph (a)(2) of FAR caluse 52.232-25 "Prompt Payment," incorporated herein,
provides a thirty-day due date for making invoice payments by the designated payment office. Based on industry
practice, Military Sealift Command may pay as much as twenty days earlier than the due date specified in FAR Clause
52.232-25. Notwithstanding early pay authorization, the due date for invoice payment remains as specified in FAR
Clause 52.232-25.
Page 89
G1.3 Invoice Payment. In accordance with Article G1.2, properly certified invoices for charter hire and fuel expenses,
submitted in accordance with applicable billing instructions to the address identified in Box 13, will be scheduled for
payment in accordance with the Prompt Payment Act.
G1.4 Interest. Notwithstanding Article G1.3 herein, the interest penalty for invoice payments hereunder shall be payable
not sooner than the thirty-day limit stipulated by FAR 52.232-25(a)(5) and FAR 52.232-25(a)(2).
G1.5 Expedited Payment. To expedite payment, Owner may arrange with the Paying Office for courier receipt of
payments due hereunder, or may submit with invoices self-addressed return envelopes furnished by an express-delivery
service that are properly stamped with return postage or which bear Owner's delivery-service account number.
G1.6 Invoice Submission. Invoices under this Charter may be submitted by the Owner every fifteen (15) days to the
office designated at Box 13. All invoices or claims whatsoever for moneys due the Owner under this Charter must be
submitted not later than one year after the period of service being billed. Any said claim or invoice not so submitted
shall be deemed waived by the Owner.
SECTION H SPECIAL CONTRACT REQUIREMENTS
H1 DESCRIPTION OF THE TUG
H1.1 General
(a) Owner warrants that, from the date of delivery of the Tug and throughout the period of the Tug's service under this
Charter Party, the Tug shall be in a thoroughly seaworthy condition and as described in Part I and Attachment J2 of this
Charter Party. Owner shall indemnify Charterer from any and all liability, loss, or damage arising out of or contributed
to by any unseaworthiness of any Tug or any deficiency of its machinery, equipment, or personnel aboard. The power,
speed, and fuel consumption of the Tug and other descriptions as set forth in Attachment J2 are warranties by the
Owner. Should actual performance or readiness condition of the Tug show any failure to satisfy one or more of such
warranties or other Charter requirements not due to the fault of the Charterer, the hire may be equitably decreased, this
Charter may be terminated, or the Tug may be placed off-hire, at Charterer's option so as to indemnify the Charterer to
the extent of such failure, this Charter Party otherwise to remain unaffected. Should any warranted specification of the
Owner in Part I or any Attachment of this Charter Party be in excess of a required specification elsewhere identified in
the Charter or solicitation, the warranted specification shall prevail over the required specification.
H1.2 Horsepower
(a) The Tug horsepowers identified in Attachment J2 are certified by an independent surveyor.
H1.3 Warranted Fuel Consumption and Speed
(a) Transit Speeds and Consumption
(i) The Owner warrants that, unless otherwise ordered by the Charterer, the Tug is
capable of maintaining and shall maintain, throughout the currency of this Charter Party,
the average speeds in knots (identified in Attachment J2 at Box "w" as "Transit Speeds")
at 80% of the Tug's shaft horsepower, without Tow.
(b) Towing Consumption

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(i) When transiting at 12 knots in moderate weather, Owner warrants that daily fuel
consumption in net barrels at 60 degrees Fahrenheit shall be at the average rate(s)
identified in Attachment J2 (at Box "y"), for the grade(s)/viscosity(ies) therein identified
to be consumed.
(ii) When towing at 4 knots in moderate weather, Owner warrants that daily fuel
consumption in net barrels at 60 degrees Fahrenheit shall be at the average rate(s)
identified in Attachment J2 (at Box "x"), for the grade(s)/viscosity(ies) therein identified
to be consumed.
(c) Fuel costs resulting from consumption in excess of warranted fuel consumption rates will not be
reimbursed. Further hire shall be equitably decreased to recover the cost of any fuel provided by the
Government under Article H14 which is determined by the Contracting Officer to be in excess of that
which should have been consumed based on offeror's warranted fuel consumption.
H2 RESERVED
H3 INSURANCE
H3.1 Requirement. During the full period of this Charter Party, Owner shall maintain, and shall, when requested,
furnish a Certificate of Insurance evidencing the following insurance coverage:
(a) Broad-Form Tower's Liability insurance (including damage to the Tow) on each Tug performing under this Charter
Party in the minimum amount of $5,000,000, with trading limits adequate for the services contemplated herein.
(b) Tower's Protection and Indemnity liability insurance on each Tug performing under this Charter Party in the
minimum amount of $5,000,000, with trading limits adequate for the services contemplated herein.
(c) Hull and Machinery insurance on each Tug performing under this Charter Party, with trading limits adequate for the
services contemplated herein. The expense for all such insurance coverages shall be for the Owner's account and shall
be deemed to be included in the hire payable under this Charter Party.
H3.2 Reserved
H3.3 Reserved
H3.4 Limitation on Charterer's Liability. Except as otherwise specifically provided herein, the Charterer shall not be
liable for any loss, damage, expense, cost, or liability whatsoever and howsoever incurred by the Owner or Tug which is
recoverable under any insurance carried by the Owner.
H3.5 Notification to Charterer. Owner shall, to the maximum extent practicable, keep the Charterer, through the
Contracting Officer, currently informed in writing as to the potential vitiation, suspension, lapse, or termination of any
of Tug's insurance policies as a consequence of this Charter Party.
H3.6 Charterer Named Assured. The United States of America shall be named as an additional assured with waiver of
subrogation under Owner's Tower's Liability policy, under the Hull and Machinery policy, and under the P&I entry. The
naming of the United States on Owner's P&I policy shall be subject to the provisions of Owner's Privilege Clause, when
such clause is substantially the same as Privilege Clauses standard in the industry.
H4 RESERVED (unless Article S9(H) "WAR" is specifically referenced in Box 15A)

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H5 READINESS
H5.1 Readiness is a required service of the Tug chartered herein. Readiness shall be defined as the ability of Tug and
Associated Equipment to perform the function for which designed, built, or chartered, including the ability to deploy
without delays, whether or not so ordered to perform. Should actual performance or condition of the Tug or Associated
Equipment show any failure to satisfy one or more of the Owner's warranties, or render the Tug in less than a fully
efficient state, the hire will be proportionately decreased so as to indemnify the Charterer to the extent of such failure,
this Charter Party to remain otherwise unaffected. Failure of the parties to agree upon the extent of the proportional
decrease in hire shall be a dispute under the clause entitled "Disputes" incorporated herein by reference in Section I.
Nothing in this clause shall limit the rights of the Charterer to place the Tug off-hire pursuant to clause H6.
H6 OFF HIRE
H6.1 General. In the event of the loss of time resulting from deficiency and/or default of men including but not limited
to misconduct, illness, injury, strikes, labor disruptions, lockouts; or deficiency of stores; fire; breakdown of, or
damages to, hull, machinery, or equipment; collision; stranding; grounding; detention by authorities; repairs;
inspections; drydocking for the purpose of examination or painting bottom; or deviation for the purpose of landing any
ill or injured person on board other than any passenger, supercargo, or military personnel aboard the Tow or who may
be carried aboard any Tug at Charterer's request; or by any other cause whatsoever preventing the full working of any
Tug; the payment of hire shall cease for all time lost until the Tug is again ready and in a fully efficient state to resume
her service from a position not less favorable to the Charterer than that at which such loss of time commenced. Should
any Tug deviate or put back contrary to the orders or directions of the Charterer for any reason other than
unseaworthiness of the Tow, the hire is to be suspended from the time of her deviating or putting back until she is again
ready and in a fully efficient state to resume her service from a position not less favorable to the Charterer than that at
which such loss of time commenced. When the period of time lost to the Charterer on any one occasion is less than four
consecutive hours, the hire shall not be reduced for such period.
H6.2 Costs for Owner. The cost of fuel consumed while the Tug is off-hire, as well as all port charges, pilotages, and
other expenses incurred during such period and consequent upon the putting in to any port or place other than to which
the Tug is bound shall be borne by the Owner. All fuel used by the Tug being driven into port or to shallow harbors or
to rivers or ports with bars, the delay of the Tug and/or expenses resulting thereto, shall be for Charterer's account.
H6.3 Speed and Fuel Warranties. If any Tug fails to make the speed warranted in Part I of this Charter Party, or any
Tug's fuel consumption exceeds that warranted in Part I of this Charter Party, due to defect in or breakdown of any part
of her hull, machinery, or equipment; casualty; or inefficiency of Tugmaster, Officers, or crew or their failure to
proceed with utmost dispatch, the hire for the time lost (if the Tug is delayed more than twelve hours), and the cost of
extra fuel consumed, if any, shall be borne by the Owner. Any delay by ice shall be for Charterer's account.
H7 Reserved
H8 PASSENGERS, SUPERCARGO, AND MILITARY PERSONNEL
H8.1 Charterer's Option. The Charterer shall have the option of carrying passengers, of assigning officers and/or
enlisted men aboard any Tug for duty purposes and appointing supercargo (supercargo as used herein is both plural and
singular) as far as accommodations and United States Coast Guard certification allow. Charterer shall pay an amount of
$32.00 per day, per person, covering all expenses including accommodations and victualling. Owner shall victual U.S.
Government representatives, pilots and Customs Officers when authorized by Charterer. Charterer shall pay $7.00 per
meal for all such authorized and approved victualling provided as a result thereof.
Page 92
H8.2 Military Personnel. In addition to the carriage of personnel noted in Article H8.1 above, Charterer shall have the
option to assign other military personnel aboard any Tug. Such personnel are not to require victualling, berthing, or
sanitary facilities from any Tug unless requested by the military commander aboard, in which case the Owner will be
reimbursed out-of-pocket expenses not to exceed the amount per person per day set forth in Article H8.1 above.
Charterer will supply life floats and jackets for the use of such military personnel carried aboard any Tug during the
charter period. Such items to be removed by Charterer at the termination of the Charter.
H8.3 Charterer's Liability. The Charterer shall be liable to the Owner for any loss of the Tug's fittings or appurtenances
or any damage to any Tug, her fittings, or appurtenances caused by the act of passengers, supercargoes, evacuees or
military personnel in the embarkation, carriage or debarkation of passengers, supercargoes, evacuees or military
personnel to the extent such loss or damage is not payable under the Tug's insurance policies; provided the Charterer
shall not be liable for such damage unless written notice specifying such damage, and if obtainable, the name of the
party or parties causing such damage shall have been given to the Charterer or its authorized representative within a
reasonable time.
H9 TIME LOST
H9.1 Tacking to End of Charter Period. Any time lost by the Tug during the currency of this Charter Party (including
during any option exercised) due to breakdown of machinery, interference by authority, collision, stranding, fire or
other accidents or damage to the Tug, or repairs, inspections, overhaul and alterations, preventing the work of the Tug
shall be added to the charter period at Charterer's sole option, declarable at least thirty (30) days prior to the termination
of the charter period. Hire for such additional declarable period shall be at the same rate as in effect as of the date said
declaration was made.
H9.2 Excessive Time Lost. The Government may by written notice cancel this Charter at no cost to the Government
whenever, in any given 365-day period, for any reason whatsoever, more than thirty days are lost. Failure to cancel this
Charter after thirty days are lost shall be without prejudice to any other rights of the Charterer, or any later right of the
Charterer to cancel this Charter.
H9.3 Relationship to Other Remedies. No remedy conferred by this Article upon the Charterer is intended to be
exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other
remedy already conferred by this Charter or now or hereafter existing at law or in equity or by statute.
H10 Reserved
H11 PORT CHARGES AND EXPENSES
H11.1 Expenses for Charterer. Except as otherwise provided herein, Charterer shall pay all wharfage, dockage, canal
tolls, dues, taxes, and similar port charges imposed by public authority including consular charges (except those
pertaining to the Tugmaster, Officers, and crew) incurred by the Tug and/or Tow in ports visited pursuant to Charterer's
direction. Agency fees, provided not incurred for the convenience of the Tug or Owner, shall also be for Charterer's
account. The Charterer shall pay all pilotage charged to the Tug; however, in no case shall the Charterer reimburse the
Owner for pilotage paid to the Tugmaster or crew. Surveyors or consultants as mutually agreed may be retained under
this Charter in order to facilitate fact-finding in respect of actual or potential claim actions or for inspections or surveys
generally; the costs therefor shall be as mutually agreed and, if for Charterer's account, said costs shall be incurred only
after prior written approval from the Contracting Officer.
H11.2 Reimbursement. All of the charges incurred for Charterer's account as noted in Article H11.1 above shall be paid
by the Owner if so required by the Charterer. The Charterer shall thereafter reimburse the Owner for such charges in
accordance with Article G1 herein.
Page 93
H12 OWNER'S OBLIGATION
H12.1 Provisions, Insurance, Wages, Fees and Other Expenses. The Owner shall, unless otherwise noted herein,
provide and pay for all provisions; deck, engine room, and galley stores and fresh water; insurance on the Tug; wages
of, transportation of, and services for Tugmaster and crew and consular fees pertaining to them in accordance with
Article H11.1. Owner will be responsible for all port charges associated with the foregoing.
H12.2 Dispatch. The Owner, through its agents, employees and servants, shall commence and prosecute services made
pursuant to this Charter with utmost dispatch and shall render all customary assistance with the Tug's crew and
equipment.
H12.3 Logs. The Owner shall have maintained on board the Tug deck and engine room logs, true copies of which shall
be retained by Owner and made available to the Charterer at any time upon request at no cost to the Government for a
period of at least ten years after the expiration of this Charter. Logs shall be legible and in English.
H13 Reserved
H14 FUEL
H14.1 Delivery Bunkers. Upon delivery of each Tug, the Owner shall present to the Contracting Officer a statement
certified by the Owner or his authorized agent showing the amount and grade of fuel on board at the time of delivery
with such additional verification as the Contracting Officer may require and the Charterer shall pay the Owner for such
fuel at the current market price at the port of delivery upon certification and verification of such statement by the
Contracting Officer. The Charterer shall pay for the on-hire bunker survey, if performed by an independent surveyor
and required by the Contracting Officer. The Owner shall provide additional bunkers as may be required by the
Charterer prior to the acceptance of each Tug by the Charterer and the Charterer shall reimburse the Owner all costs
directly connected with the bunkering of the additional fuel, including but not limited to lighterage, dockage and similar
charges, and taxes related therewith.
H14.2 Provision of Fuel. The Charterer shall ordinarily supply or cause to be supplied any or all of the fuel required by
the Tug during the period of this Charter. The grade of such fuel is to be specified by the Owner, and the grade supplied
shall be at least that grade unless otherwise mutually agreed. The Owner shall be responsible for any fuel testing.
Testing laboratory confirmation of compatibility and specifications of newly on-board delivered fuel shall constitute
acceptance by Owner. The Tug shall not be off-hire in the event of delay resulting from the supply of fuel found to be
off specification, unless for want of due diligence by Owner. If the Owner loads such fuel on any Tug at his own
expense, the Charterer shall reimburse the Owner the reasonable cost of such loading.
H14.3 Owner's Purchase of Fuel. The Owner shall, if directed by the Charterer, purchase fuel for any Tug, in which
case the Charterer shall reimburse the Owner the cost of all fuel (excluding lube oils) procured by the Owner and loaded
in the Tug during the period of this Charter. If the Owner is required to incur costs under this Article by the Charterer,
the Charterer shall thereafter reimburse the Owner for such costs upon presentation of properly certified vouchers,
supporting receipts, and other documentation which justifies the charges as fair and reasonable in accordance with
Article G1. The Owner shall not, however, be reimbursed any amount in excess of the current market price of such fuel
at the place purchased plus all reasonable expenses incurred by the Owner in loading said fuel on board the Tug. The
title to all fuel for the cost of which the Owner is entitled to be reimbursed hereunder shall automatically pass to and
vest in the Charterer upon delivery to the Owner or upon the happening of any other event by which title passes from
the vendor or supplier thereof to the Owner, in the case of any such fuel which is purchased for the performance of this
Charter. The Charterer shall be afforded all benefits of Owner's contracts for its fuel requirements, including but not
limited to any savings addressed at Article H31.
Page 94
H14.4 Off-hire. If the Tug should go off-hire during the period of this Charter, the Owner shall present to the
Contracting Officer a statement certified by him or his authorized agent showing the amount of fuel on board at the time
the off-hire period commenced and the amount of fuel on board when the off-hire period ended. The Charterer shall be
credited for the cost of the fuel consumed during the off-hire period and also reasonable expenses incurred in loading
such fuel, such costs to be based upon costs at the previous refueling point.
H14.5 Redelivery. Upon redelivery of the Tug the Owner shall present to the Contracting Officer a statement certified
by the Owner or his authorized agent showing the amount of fuel on board at the time of redelivery. A bunker survey
conducted by an independent bunker surveyor approved by the Charterer shall be performed at the port of redelivery or
such other place as the Charterer shall direct, at Owner's time and expense. The Charterer shall be credited with the
value of fuel on board at the time of redelivery, computed at the current market price at the port of redelivery.
H14.6 Reasonable Expenses. The term "reasonable expenses," as used in this Article, shall mean all reasonable costs
excluding crew overtime which are necessarily incurred in loading said fuel on board the Tug, such as expenses
incurred at tanker terminal; loading fuel from lighters, barges, or other craft used as lighters, including lighterage,
lighter demurrage, or detention incurred; cost of shifting lighters for the convenience of the Tug, handling lighter lines;
and such similar expenses which the Charterer shall find were necessarily incurred in the loading of fuel on the Tug
during the period of this Charter.
H15 REDUCED OPERATIONAL STATUS (LAYUP)
H15.1 Charterer's Option. The Charterer shall have the option to direct the Owner to place the Tug in a period of
reduced operational status (ROS). During any such period the rate of hire shall be as stipulated in Part I. The
less-than-ten-day rates stipulated in Part I shall apply over the full term of: (a) any ROS period which actually extends
less than ten days, and (b) any ROS period which is initially estimated by the Charterer to extend less than ten days. The
ten-day-and-longer rates stipulated in Part I shall apply over the full term of any ROS period which is estimated to and
does extend ten days or longer, without reference to any other ROS or FOS rates.
H15.2 Notice to Owner. The Charterer shall give the Owner written or telegraphic notice or, in the event notice is given
by telephone, written or telegraphic confirmation of exercise of the option specified in Article H15.1, including with
said notice an estimate of the duration of the ROS period. Such notice shall also specify the time at which the period of
ROS is to commence, which time shall not be less than 48 hours subsequent to the receipt of such notice by the Owner
or his representative. The Charterer shall give the Owner written or telegraphic notice or, in the event notice is given by
telephone, written or telegraphic confirmation of termination of the period of ROS. Such notice shall specify the time at
which such period shall terminate, which time shall be at least 72 hours (Saturdays, Sundays and holidays excluded)
subsequent to the receipt of said notice by the Owner or its representatives; provided however, that by agreement
between the Owner and the Charterer the Tug may be returned to full operational status (FOS) before the time specified
in the notice of termination of the reduced operational period.
H15.3 Repairs during ROS. During any period of ROS the Owner shall have the option of performing voyage repairs or
maintenance work for his account.
H15.4 Negotiated Rates. Should savings be anticipated to exceed those reflected in the ten-day-and-longer rates
identified in Part I on account of either the length of the ROS period or other unique circumstances at the port of layup,
the Owner shall notify the Charterer. An appropriate ROS rate shall then be negotiated for the specific period.
H16 WAIVER OF CLAIMS
H16.1 All invoices or claims whatsoever for moneys due the Owner under this Charter must be submitted not later than
Page 95
one year after the relevant period of service. Any said claim or invoice not so submitted shall be deemed waived by the
Owner.
H17 CHARTER NOT A DEMISE
H17.1 Nothing herein contained shall be construed as creating a demise of the Tug to the Charterer, the Owner under
this Charter retaining complete and exclusive possession and control of the Tug and her navigation.
H18 SUBCHARTER
H18.1 The Charterer shall have the option, without the prior written consent of the Owner, to subcharter or agree to
subcharter the Tug under any form of time or voyage charter. If Charterer shall enter into any such charter, Charterer
shall nevertheless remain liable for the due performance of this Charter. Any such subcharter shall include a provision
that it is subject to the provisions of this Charter Party.
H19 - H21 Reserved
H22 EXCEPTIONS
H22.1 Excepted events. Neither the Vessel, her Master, or Owner, nor the Charterer shall, unless otherwise in this
Charter Party expressly provided, be responsible for any loss or damage or delay or failure in performing hereunder
arising or resulting from any act of God, act of public enemies, pirates, or assailing thieves, arrest or restraint of princes,
rulers or people, seizure under legal process provided bond is promptly furnished to release the Vessel, flood fire,
blockage; riot, insurrection, or civil commotion; earthquake; or explosion. and all dangers and accidents of the seas and
rivers throughout this Charter Party always mutually excepted. The Tug shall have the liberty to sail with or without
pilots, to tow and to be towed, to assist vessels in distress, and to deviate for the purpose of saving life or property, or to
go into drydock or into ways with or without cargo on board.
H23 SALVAGE
H23.1 In the event of the Tow breaking away from the Tug under this Charter Party or in the case of emergency support
ordered by the Government, the Tug shall stand by and render all reasonable services to reconnect the towline and other
such services as will fulfill the terms of this Charter Party, without making any claim for salvage.
H24 LIMITATIONS
H24.1 Any provision of this Charter Party to the contrary notwithstanding, the Owner shall have the benefit of all
limitations of and exemptions from liability accorded to the Owner or Chartered Owner of the Tug by any statute or rule
of law for the time being in force except to the extent that contract terms entitle the Government to compensation from
the Contractor for the Contractor's failure to perform the requirements and obligations of this Charter or such statute or
rule of law limiting the Contractor's liability is subordinate to any statutorily mandated provision of this Charter Party
by operation of law. Nothing in this Charter Party shall operate to limit or deprive the Owner of any statutory
exceptions or limitation of liability on the theory of personal contract or otherwise.
H25 - H27 Reserved
H28 ALTERATIONS
H28.1 The Charterer shall be at liberty to make any additional alterations it may require beyond what is on board at the
commencement of the Charter, such work to be done at Charterer's expense and on its time. The Charterer shall
Page 96
thereafter, during the period of this Charter, leave the Tug in its original condition, ordinary wear and tear excepted,
provided that the Contracting Officer is notified in writing within 30 days of completion of any alteration that the
Owner requests such restoration or removal. The Charterer shall be at liberty to install any equipment or defensive
armament (including demagnetization by installed equipment or other process, e.g., degaussing, wiping or deperming),
to install any additional gear or equipment for loading, carrying or discharging cargoes and to repaint the Tug. Such
work shall be done at the Charterer's expense and on its time and shall not be such as to be in contravention of any
applicable law of the United States or regulation made pursuant thereto. Such equipment, armament, materials and gear
so fitted are to be considered "Government Property" under the terms of FAR clause 52.245-02 incorporated by
reference in Section "I" herein. The Charterer shall, during the period of the Charter, remove the same together with any
alterations and additions thereto at its expense and time and shall restore the Tug to her condition and color prior to such
changes, ordinary wear and tear excepted. The Government shall have the right to abandon in place any alteration or
Government-furnished property, unless the Contracting Officer is notified in writing within 30 days of completion of
any alteration that the Contractor requests such restoration or removal.
H29 BROKER
H29.1 The broker of this Charter, if any, shall be the party identified in Box 17. Brokers must obtain a power of
attorney executed by the Tug's Owners prior to submitting offers under their own signatures, signing representations
and certifications or executing finalized contracts under this Article and must submit same to Government with finalized
contract. Any commission, percentage, brokerage, or other fee contingent upon or resulting from the award of this
Charter Party shall be for the Owner's account. Owner has furnished the Government a completed Standard Form 119,
"Statement of Contingent or Other Fees," to the address stated in Box 4, if required. Under no circumstances will the
Contracting Officer accept a Standard Form 119 executed by any entity other than the principal contractor.
H30 STANDARDS OF APPEARANCE
H30.1 It is important that the operation meets the highest possible standards of appearance and Tug smartness. To this
end, the Owner and operator will institute a continuous program of Tug maintenance. The hull, decks, deckhouse and all
appurtenances will be cleaned and preserved as necessary and painted as required. The interior of the Tug's deckhouses
will be maintained in a clean and orderly state, with all equipage properly and securely stowed. The main and auxiliary
machinery spaces will be kept clean and free of excessive accumulations of oil and debris. All spaces will be lighted to
allow safe operation and correct maintenance of machinery and equipment. The crew shall maintain a clean, groomed
and professional appearance.
H31 SAVINGS
H31.1 The Owner agrees that any refunds, rebates, credits, discounts, insurance payments or other amounts (including
any interest thereon) accruing to or received by the Owner under this Charter shall be paid by the Owner to the
Government to the extent that they are properly allocable to costs, expenses, or reimbursements for which the Owner
has been reimbursed by the Government under the terms of this Charter. The foregoing shall apply to any savings to the
Owner resulting from a fleet reduction, applied on a pro rata basis.
H32 Reserved
H33 LAW GOVERNING
H33.1 The interpretation of this Charter Party and of the rights and obligations of the parties thereto shall be governed
by the laws of the United States.
H34 - H35 Reserved

Page 97
H36 SUBSTITUTION
H36.1 Emergency Substitution.
(a) In the event that any Tug is placed off-hire, and either Owner or Charterer reasonably expects that said off-hire
period shall exceed four hours, Charterer shall have the option to require Owner to substitute another tug and certified
crew to perform under this Charter Party. Should Charterer exercise this option Owner shall, within a period of six (6)
hours after the period of off-hire commenced, have deployed a substitute tug meeting the criteria of Article H36.1(b),
then fully ready to perform in accordance with this Charter Party, upon arrival at the Tow or other work site designated
by Charterer.
(b) Any tug nominated to be a substitute tug under this Article shall result in no cost increase for Charterer; shall have
substantially the same characteristics noted in Attachment J2 as the Tug for which substituted; shall be similarly fitted
and otherwise equal or superior in performance as compared with the Tugs identified in Attachment J2; shall not,
together with all other Tugs then under charter, diminish the aggregate bollard pull or horsepower identified for all Tugs
in Attachment J2; shall meet the Charterer's minimum requirements; shall result in no operational delay for Charterer
except as provided in Article H36.1(a) above; and shall not otherwise excuse any other performance required under this
Charter Party.
(c) All notifications concerning emergency substitutions by either Charterer or Owner may be made in writing or, if
confirmed in writing within forty-eight (48) hours, orally. Charterer's notice of acceptance or rejection of the substitute
tug shall be made within a reasonable time following Owner's nomination thereof, provided that Charterer is furnished
sufficient information on which to base such a determination. Silence of the Charterer shall not be construed as
acceptance of any nominated tug.
(d) Notwithstanding Charterer's prior acceptance of any substitute tug under this Article, Charterer may at any time
reject any previously accepted substitute tug if it is determined that the characteristics of this substitute tug were
misrepresented by the Owner or are otherwise unsuited to the requirements of this Article.
H36.2 Permanent Substitution.
(a) Owner may nominate a substitute tug to perform the services of any Tug identified in Part I. Any such substitute tug
shall meet the criteria of Article H36.1(b).
(b) All notifications concerning permanent substitutions by either Charterer or Owner may be made in writing or, if
confirmed in writing within forty-eight (48) hours, orally. Charterer's notice of acceptance or rejection of the substitute
tug shall be made within a reasonable time following Owner's nomination thereof, provided that Charterer is furnished
sufficient information on which to base such a determination. Silence of the Charterer shall not be construed as
acceptance of any nominated tug.
H37 SHIP PHYSICAL SECURITY
H37.1 General. The Owner will comply with and implement the Ship Physical Security Requirements contained in
COMSC Instruction 5530.3A "MSC Ship Physical Security", as revised, incorporated herein by reference with the same
force and effect as if given in full text. Upon request the Contracting Officer will make the full text available.
H37.2 Reimbursement. Reimbursement for recurring costs of "Condition Delta" shall be three hundred dollars ($300)
per day for up to three (3) days. All other costs (non-recurring) shall be included in the basic hire.
Page 98
H38 Reserved
H39 LOADING AND DISCHARGING
H39.1 The Government may load aboard any Tug any equipment, seaworthiness permitting. Any loading, discharging,
and securing thereof shall be Government's responsibility if same cannot be effected with crew and material onboard the
Tug.
H40 Reserved
H41 TOWING LIABILITY
H41.1 Any and all costs associated with the following shall be for the sole account of the Owner without recourse to the
Government, provided any of the following results during the performance of services under this Contract, or
preparations therefor, from any negligence, wrongful act, or omission of Owner or its agents, servants, employees, or
subcontractors; or from any unseaworthiness, unfitness, or breakdown of any Tug, gear, or other equipment furnished
by Owner under this Contract:
(a) Injury or death of Tugmaster or crew of the Tug, or of Captain, Officers, or crew of the Tow;
(b) Injury or death of any other person aboard the Tug or tow;
(c) Loss or damage of whatsoever nature sustained by the Tug or Tow, or any property aboard the Tug or Tow;
(d) Loss or damage of whatsoever nature caused to or suffered by third parties or their property by reason of contact
with the Tug or Tow, or by any obstruction created by the presence of the Tug or Tow;
(e) Any liability in respect of wreck removal for the Tug or Tow, or in respect of the expense of moving or lightening or
buoying the Tug or Tow, or in respect of preventing or abating pollution originating from the Tug.
H41.2 Whenever the Tugmaster (or any crew) of any Tug furnished or engaged in furnishing tug power or assistance to
any vessel (which vessel utilizes or has readily available her own propulsion capability) goes aboard said vessel, or
when any licensed pilot goes aboard said vessel, said Tugmaster, crew member, or licensed pilot becomes the servant of
the Owner of said assisted vessel in respect of the giving of orders to any of the Tugs provided for or engaged in said
services and in respect of the handling of the vessel. Further, neither those providing the Tug or pilot, nor the Tug, its
Owners, charterers, operators, managers, or agents shall be under any liability for executing the orders of said
Tugmaster, crew member, or licensed pilot, nor shall same be liable for any damage resulting therefrom, unless said
damage is caused or results from the negligence or wrongful act or omission of the Tug Owners, charterer's, operators,
managers, employees, or agents of those furnishing the tug or pilot.
H41.3 In all instances in which any vessel being handled by Owner's Tug sustains damage or is involved in any incident
resulting in damage to vessels or property, or in bodily injury or death, Owner shall secure a report from the Tugmaster
or Officer acting as pilot, or from any licensed pilot aboard the vessel being handled. Owner shall submit said report in
triplicate to the Contracting Officer within twenty-four hours following said incident, reporting the facts, listing deaths,
reporting the extent of damages or bodily injuries, and listing recommendations to prevent recurrence.
H42 TOW-WORTHINESS OF THE TOW
H42.1 The Government shall exercise due diligence that the Tow at the commencement of its towage shall be in a
proper condition for the towage contemplated.
Page 99
SECTION I CONTRACT CLAUSES
I1-4 RESERVED
I5 FAR 52.202-01
DEFINITIONS (OCT 95)
I6 RESERVED
I7 FAR 52.203-03
GRATUITIES (APR 1984)
18 FAR 52.203-05
COVENANT AGAINST CONTINGENT FEES

(APR 1984)
I9 FAR 52.203-06
RESTRICTIONS ON SUBCONTRACTOR SALES

TO THE GOVERNMENT (JUL 1995)
I9.1 FAR 52.203-07
ANTI-KICKBACK PROCEDURES (JUL 1995)
I9.1.0.1 FAR 52.203-08
CANCELLATION, RECISSION, AND RECOVERY OF

FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY
(JAN 1997)
I9.1.1 RESERVED
I9.1.2 FAR 52.203-10
PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR

IMPROPER ACTIVITY (JAN 1997)
I9.1.3 FAR 52.203-12
LIMITATION ON PAYMENTS TO INFLUENCE

CERTAIN FEDERAL TRANSACTIONS (JAN 1990)
I9.1.4.1 FAR 52.204-02
SECURITY REQUIREMENTS (AUG 1996)

Page 100
I9.1.4.2 FAR 52.204-4
PRINTING/COPYING DOUBLE SIDED ON

RECYCLED PAPER (JUN 96)
I9.2 FAR 52.209-06
PROTECTING THE GOVERNMENT'S INTEREST

WHEN SUBCONTRACTING WITH CONTRACTORS
DEBARRED, SUSPENDED, OR PROPOSED FOR
DEBARMENT (JUL 1995)
I10 RESERVED
I11 RESERVED
I12 FAR 52.215-02
AUDIT AND RECORDS-NEGOTIATION

(AUG 1996)
I13 - I13.1 RESERVED
I13.2 FAR 52.216-27
SINGLE OR MULTIPLE AWARDS (OCT 1995)
I14 RESERVED
I14.0 FAR 52.217-8
OPTION TO EXTEND SERVICES (AUG 1989)
I14.1 - I14. RESERVED
I14.3 FAR 52.219-08
UTILIZATION OF SMALL, SMALL

DISADVANTAGED AND WOMEN-OWNED SMALL
BUSINESS CONCERNS (OCT 1995)
I14.42 FAR 52.219-09
SMALL, SMALL DISADVANTAGED AND WOMEN-

OWNED SMALL BUSINESS SUBCONTRACTING
PLAN (AUG 1996)
I15 RESERVED
I15.0 FAR 52.219-16

Page 101
LIQUIDATED DAMAGES - SMALL BUSINESS

SUBCONTRACTING PLAN (OCT 1995)
I15.1 RESERVED
I16 RESERVED
I17 FAR 2.222-01
NOTICE TO THE GOVERNMENT OF LABOR

DISPUTES (FEB 1997)
I18 FAR 52.222-03
CONVICT LABOR (AUG 1996)
I19 FAR 52.222-26
EQUAL OPPORTUNITY (APR 1984)
I19.1 FAR 52.222-28
EQUAL OPPORTUNITY PREAWARD CLEARANCE

OF SUBCONTRACTS (APR 1984)
I19.2 RESERVED
I19.3 FAR 52.222-35
AFFIRMATIVE ACTION FOR SPECIAL DISABLED

AND VIETNAM ERA VETERANS (APR 1984)
I20 FAR 52.222-36
AFFIRMATIVE ACTION FOR HANDICAPPED

WORKERS (APR 1984)
I20.1 FAR 52.222-37
EMPLOYMENT REPORTS ON SPECIAL DISABLED

VETERANS AND VETERANS OF THE VIETNAM
ERA (JAN 1988)
I20.2 FAR 52.222-41
SERVICE CONTRACT ACT OF 1965, AS AMENDED

(MAY 1989)
I20.3 FAR 52.222-42

Page 102
STATEMENT OF EQUIVALENT RATES FOR

FEDERAL HIRES (MAY 1989)
In compliance with the Service Contract Act of 1965, as amended, and the regulations of the Secretary of Labor (29
CFR Part 4), this clause identifies the classes of service employees expected to be employed under the contract and
states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the
provisions of 5 U.S.C. 5341 or 5322.
THIS STATEMENT IS FOR INFORMATION ONLY: IT IS NOT A WAGE DETERMINATION

Employee Class Monetary Wage-Fringe Benefits
N/A
N/A
______________________
______________________
I20.4 FAR 52.222-43
FAIR LABOR STANDARDS ACT AND SERVICE

CONTRACT ACT - PRICE ADJUSTMENT
(MULTIPLE YEAR AND OPTION CONTRACTS)
(MAY 1989)
I20.5 FAR 52.222-44
FAIR LABOR STANDARDS ACT AND SERVICE

CONTRACT ACT - PRICE ADJUSTMENT
(MAY 1989)
I21 FAR 52.223-02
CLEAN AIR AND WATER (APR 1984)
I21.1 FAR 52.223-06
DRUG-FREE WORKPLACE (JAN 1997)
I22 FAR 52.223-14
TOXIC CHEMICAL RELEASE REPORTING (OCT 96)
I23 FAR 52.225-11
RESTRICTIONS ON CERTAIN FOREIGN

PURCHASES (OCT 1996)
Page 103
I23.1 RESERVED
I23.2 FAR 52.226-01
UTILIZATION OF INDIAN ORGANIZATIONS AND

INDIAN-OWNED ECONOMIC ENTERPRISES (SEP 1996)
I24 FAR 52.227-01
AUTHORIZATION AND CONSENT (JUL 1995)
I25 FAR 52.227-02
NOTICE AND ASSISTANCE REGARDING PATENT

AND COPYRIGHT INFRINGEMENT (AUG 1996)
I26.1 FAR 52.229-03
FEDERAL, STATE, AND LOCAL TAXES (JAN 1991)
I27 FAR 52.229-05
TAXES - CONTRACTS PERFORMED IN U.S.

POSSESSIONS OR PUERTO RICO (APR 1984)
I28 RESERVED
I28 RESERVED
I28.1 FAR 52.232-04
PAYMENT UNDER TRANSPORTATION CONTRACTS

AND TRANSPORTATION-RELATED SERVICES
CONTRACTS (APR 1984)
I29 FAR 52.232-08
DISCOUNTS FOR PROMPT PAYMENT (APR 1989)
I30 FAR 52.232-09
LIMITATION ON WITHHOLDING OF PAYMENTS

(APR 1984)
I31 FAR 52.232-11
EXTRAS (APR 1984)
I32 FAR 52.232-17

Page 104
INTEREST (JUN 1996)
I32.1 FAR 52.232-18
AVAILABILITY OF FUNDS (APR 1984)
I33 FAR 52.232-23
ASSIGNMENT OF CLAIMS (JAN 1986)
I33.1 FAR 52.232-25
PROMPT PAYMENT (MAR 1994)
I33.2 FAR 52.232-28
OPTIONAL INFORMATION FOR ELECTRONIC

FUNDS TRANSFER PAYMENT METHODS
(AUG 1996)
I34 FAR 52.233-01
DISPUTES (OCT 1995) - ALTERNATE I (DEC 1991)
I35 FAR 52.233-03
PROTEST AFTER AWARD (AUG 1996)
I36 FAR 52.242-13
BANKRUPTCY (JUL 1995)
I37 FAR 52.243-01
CHANGES - FIXED-PRICE (AUG 1987)

ALTERNATE IV (APR 1984)
I37.1 FAR 52.244-01
SUBCONTRACTS (FIXED-PRICE CONTRACTS)

(FEB 1995)
I37.2 FAR 52.245-01
PROPERTY RECORDS (APR 1984)
I38 FAR 52.245-02
GOVERNMENT PROPERTY (FIXED-PRICE

Page 105
CONTRACTS) (DEC 1989)
I39 RESERVED
I40 FAR 52.248-01
VALUE ENGINEERING (MAR 1989)
I41 FAR 52.249-02
TERMINATION FOR CONVENIENCE OF THE

GOVERNMENT (FIXED-PRICE) (SEP 1996)
I41.1 - I41.2 RESERVED
I41.3 FAR 52.252-02
CLAUSES INCORPORATED BY REFERENCE

(JUN 1988)
(a) This contract incorporates one or more clauses by reference, with the same force and effect as if they
were given in full text. Upon request, the Contracting Officer will make their full text available.
I42 FAR 52.252-06
AUTHORIZED DEVIATIONS IN CLAUSES

(APR 1984)
(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1)
clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the
clause.
(b) The use in this solicitation or contract of clauses and or provisions (Article I41.1) with authorized
deviations is indicated by the addition of "(DEVIATION)" after the name of the regulation.
I42.1 FAR 52.253-01
COMPUTER GENERATED FORMS (JAN 1991)
I43 RESERVED
DFARS 252.203-7001
SPECIAL PROHIBITION ON EMPLOYMENT (NOV 1995)
I45 DFARS 252.203-7002
DISPLAY OF DOD HOTLINE POSTER (DEC 1991)
I45.1 RESERVED
Page 106
I45.2 DFARS 252 .204-7003
CONTROL OF GOVERNMENT PERSONNEL

WORK PRODUCT (APR 1992)
I46 RESERVED
I47 DFARS 252.209-7000
ACQUISITION FROM SUBCONTRACTORS

SUBJECT TO ON-SITE INSPECTION UNDER THE
INTERMEDIATE-RANGE NUCLEAR FORCES (INF)
TREATY (NOV 1995)
I48 RESERVED
I49 DFARS 252.219-7003
SMALL, SMALL DISADVANTAGED AND WOMEN-

OWNED BUSINESS SUBCONTRACTING PLAN (DOD
CONTRACTS) (APR 1996)
I50 DFARS 252.219-7005
INCENTIVE FOR SUBCONTRACTING WITH SMALL

BUSINESSES, SMALL DISADVANTAGED
BUSINESSES, HISTORICALLY BLACK COLLEGES
AND UNIVERSITIES AND MINORITY INSTITUTIONS
(NOV 1995)
I51 DFARS 252.219-7006
NOTICE OF EVALUATION PREFERENCE FOR

SMALL DISADVANTAGED BUSINESS CONCERNS
(MAY 1995)
(a) Definitions
"Historically black colleges and universities," as used in this clause, means institutions determined by
the Secretary of Education to meet the requirements of 34 CFR Section 608.2. The term also means any
non-profit research institution that was an integral part of a historically black college or university before
November 14, 1986.
"Minority Institutions," as used in this clause, means institutions meeting the requirements of
paragraphs (3), (4), and (5) of Section 1046(3) of the Higher Education Act of 1965 (20 U.S.C.
1135d-5(3)). The term also includes Hispanic-serving institutions as defined in Section 316(b)(1) of such
Act (20 U.S.C. 1059c(b)(1)).
"Small disadvantaged business concern," as used in this clause, means a small business concern,
owned and controlled by individuals who are both socially and economically disadvantaged, as defined
Page 107
by the Small Business Administration at 13 CFR Part 12, the majority of earnings of which directly
accrue to such individuals. This term also means a small business concern owned and controlled by an
economically disadvantaged Indian tribe or Native Hawaiian organization which meets the requirements
of 13 CFR 24.112 or 13 CFR 124.113, respectively.
"United States," as used in this clause, means the United States, its territories and possessions, the
Commonwealth of Puerto Rico, the U.S. Trust Territory of the Pacific Islands, or the District of
Columbia.
(b) Evaluation preference.
(1) Offers will be evaluated by adding a factor of ten percent to the price of all offers,
except --
(i) Offers from small disadvantaged business concerns, which have not waived the
preference;
(ii) Offers from historically black colleges and universities or minority institutions,
which have not waived the preference;
(iii) Otherwise successful offers of --
(A) Eligible products under the Trade Agreements Act when the dollar threshold for
application of the Act is exceeded;
(B) Qualifying country end products (as defined in the Defense Federal Acquisition
Regulation Supplement clause at 252.225-7001, Buy American Act and Balance of
Payments Program); and,
(iv) Offers where application of the factor would be inconsistent with a Memorandum of
Understanding or other international agreement with a foreign government.
(2) The ten percent factor will be applied on a line item by line item basis or to any group of items on
which award may be made. Other evaluation factors described in the solicitation will be applied before
application of the ten percent factor. The ten percent factor will be not be applied if using the preference
would cause the contract award to be made at a price which exceeds the fair market price by more than
ten percent.
(c) Waiver of evaluation preference.
A small disadvantaged business, historically black college or university, or minority institution offeror may elect to
waive the preference, in which case the ten percent factor will be added to its offer for evaluation purposes. The
agreements in paragraph (d) do not apply to offers which waive the preference.
-Offeror elects to waive the preference
(d) Agreements.
(1) A small disadvantaged business concern, historically black college or university, or minority
institution offeror, which did not waive the preference, agrees that in performance of the contract, in the
case of a contract for --
Page 108
(i) Services, except construction, at least 50 percent of the cost of personnel for contract
performance will be spent for employees of the concern,
(ii) Supplies, at least 50 percent of the cost of manufacturing, excluding the cost of
materials, will be performed by the concern.
(iii) General construction, at least 15 percent of the cost of the contract, excluding the
cost of materials, will be performed by employees of the concern.
(iv) Construction by special trade contractors, at least 25 percent of the cost of the
contract, excluding the cost of materials, will be performed by employees of the concern.
(2) A small disadvantaged business, historically black college or university, or minority institution
regular dealer submitting an offer in its own name agrees to furnish in performing this contract only end
items manufactured or produced by small disadvantaged business concerns, historically black colleges or
universities, or minority institutions in the United States, except, as provided in Section 8051 of Pub. L.
103-139 and Section 8012 of Pub. L. 103-335, for contracts awarded during fiscal years 1994 and 1995,
a small disadvantaged business manufacturer or regular dealer owned by an Indian tribe, including an
Alaska Native Corporation, agrees to furnish only end items manufactured or produced by small business
concerns in the United States.
(3) Upon request, a historically black college or university or minority institution offeror will provide
the Contracting Officer evidence that it has been determined to be an HBCU or MI by the Secretary of
Education.
I52 DFARS 252.223-7002
SAFETY PRECAUTIONS FOR AMMUNITION AND

EXPLOSIVES (MAY1994)
I53 DFARS 252.223-7004
DRUG FREE WORK FORCE (SEP 1988)
I54 RESERVED
I55 RESERVED
I55.1 DFARS 252 .225-7031
SECONDARY ARAB BOYCOTT OF ISRAEL

(JUN 1992)
(a) Definitions.
As used in this clause--
"Foreign person" means any person other than a United States person as defined in Section 16(2) of the
Page 109
Export Administration Act of 1979 (50 U.S.C. App. Sec 2415).
"United States person" is defined in Section 16(2) of the Export Administration Act of 1979 and means
any United States resident or national (other than an individual resident outside the United States and
employed by other than a United States person), any domestic concern (including any permanent
domestic establishment of any foreign concern), and any foreign subsidiary or affiliate (including any
permanent foreign establishment) of any domestic concern which is controlled in fact by such domestic
concern, as determined under regulations of the President.
(b) Certification.
By submitting this offer, the Offeror, if a foreign person, company or entity, certifies that it--
(1) Does not comply with the secondary Arab boycott of Israel; and
(2) Is not taking or knowingly agreeing to take any action, with respect to the secondary
boycott of Israel by Arab countries which 50 U.S.C. App. Sec 2407(a) prohibits a United
States person from taking.
I56 - I63 RESERVED
I64 DFARS 252.242-7000
POST AWARD CONFERENCE (DEC 1991)
I65 DFARS 252.243-7001
PRICING OF CONTRACT MODIFICATIONS

(DEC 1991)
I65.1 DFARS 252 .245-7001
REPORTS OF GOVERNMENT PROPERTY

(MAY 1994)
I65.1.5 DFARS 525 .247-7025
REFLAGGING OR REPAIR WORK (MAY 1995)
I66 DFARS 252.249-7001
NOTIFICATION OF SUBSTANTIAL IMPACT ON

EMPLOYMENT (DEC 1991)
I67 MSC 5252.249-9801
DEFAULT(FIXED-PRICE SUPPLY AND SERVICE

(JUL 1993) (DEVIATION) - ALTERNATE I (JUL 1993)
(DEVIATION)
Page 110
(a)
(1) The Government may, subject to paragraphs (c) and (d) below, by written notice of default to the
Contractor, terminate this contract in whole or in part if the Contractor fails to
(i) Pick up the commodities or perform the services, including delivery of the services,
within the time specified in this contract or any extension;
(ii) Make progress, so as to endanger performance of this contract (but see subparagraph
(a)(2) below); or
(iii) Perform any of the other provisions of this contract (but see subparagraph (a)(2)
below); or
(iv) Operate the Vessels specified in this contract notwithstanding any interruption or
delay that may be attributed to labor disruption, labor dispute, or strike.
(2) The government's right to terminate this contract under subdivisions 1(ii) and 1(iii) above may be
exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by
the Contracting Officer) after receipt of the notice from the Contracting Officer specifying the failure.
(b) If the government terminates this contract in whole or in part it may acquire, under terms and in the manner the
Contracting Officer considers appropriate, supplies or services similar to those terminated, and the Contractor will be
liable to the Government for any excess costs for the supplies or services. However, the Contractor shall continue the
work not terminated.
(c) Except for defaults of subcontractors at any tier or for failure to perform due to a labor disruption, labor dispute, or
strike, the Contractor shall not be liable for any excess costs if the failure to perform the contract arises from causes
beyond the control and without the fault or negligence of the Contractor. Examples of such causes include (1) acts of
God or of the public enemy, (2) acts of the Government in either its sovereign or contractual capacity, (3) fires, (4)
floods, (5) epidemics, (6) quarantine restrictions, (7) freight embargoes, and (8) unusually severe weather. In each
instance the failure to perform must be beyond the control and without the fault or negligence of the Contractor.
(d) If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is
beyond the control of both the Contractor and the subcontractor, and without the fault or negligence of either, the
Contractor shall not be liable for any excess costs for failure to perform unless the subcontracted supplies or services
were obtainable from other sources in sufficient time for the Contractor to meet the required delivery schedule.
(e) If this contract is terminated while the Contractor has possession of Government goods, the Contractor shall, upon
direction of the Contracting Officer, protect and preserve the goods until surrendered to the government or its agent.
The Contractor and Contracting Officer shall agree on payment for the preservation and protection of the goods. Failure
to agree on an amount will be a dispute under the Disputes Clause.
(f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the
rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the
Government.
(g) The rights and remedies of the Government in this Clause are in addition to any other rights and remedies provided
by law or under this contract.
Page 111
SECTION J LIST OF ATTACHMENTS
J1 Vessels Likely to be supported
J2 Tug Particulars
J3 Wage Determination
J4 Reports to be filed by contractor
J5 Government Furnished Publications
J6 Recommended Line Inventory
J7 List of Referenced Specifications (For Guidance Only)

ATTACHMENT J1 SUMMARY OF VESSELS LIKELY TO BE SUPPORTED
Given below is a list of vessel classes that are likely to be supported during the term of any contract
resulting from this RFP. This list is for demonstration only and is not a guarantee of vessel types to be
supported, and may not be all inclusive.
AE
AFDM
AFS
AGDS
AO
AOE
AOR
AR
ARD
ARS
Page 112
AS
ASR
ATF
AVM
CG
CGN
CV
CVN
DD
DDG
FF
FFG
IX
LPH
LHA
LHD
Page 113
LKA
LPD
LSD
LST
MSO
SS
SSBN
SSN
YC
YD
YO
YON
ATTACHMENT J2 TUG PARTICULARS
ATTACHMENT J3 WAGE DETERMINATION
The Government has requested a Wage Determination which will be incorporated into the solicitation
upon receipt. The attached Wage Determination (Number 94-0196 Revision 5) is anticipated to be
issued.
ATTACHMENT J4 LIST OF REPORTS TO BE FURNISHED BY CONTRACTOR

REPORT NAME FREQUENCY SUBMIT TO
1. FUEL CONSUMP- MONTHLY MSC CORE N102B
TION REPORT
Page 114
ATTACHMENT J5 GOVERNMENT FURNISHED PUBLICATIONS

NAVSHIPS 0925 US Navy Towing Manual, Vol I
NAVSHIPS 0925 US Navy Towing Manual, Vol II
OPNAVINST 4760.6 Procedures for Administration and
Management of Navy Harbor Tugs
OPNAVINST 5100.19 Navy Safety Precautions for Forces
Afloat
COMNAVSURFLANTINST 4740.1 Procedures and Responsibilities for
Series Fleet
Tows and Navy Sponsored Commercial
Contract Tows.
NAVAL SHIPS TECHNICAL MANU-
AL:
Chapter No. Title
077 Life Preservers
079 Damage Control, Vol 1,2,3
081 Waterborne Underwater Cleaning of
Surface Ships
096 Weight and Stability
100 Hull Structures
330 Lighting
422 Navigation and Signal Lights
510 Ventilation, Heating, Cooling For
Surface Ships
611 Fenders
613 Wire and Fiber Rope and Rigging
670 Stowage, Handling and Disposal of
Hazardous Consumable
997 Docking Instruction
9120 Hull Fittings, Lashing Gear and Access
Closures
9180 Rigging
9200 Winches and Capstans
9250 Towing Gear
9280 Fiber Ropes, Natural and Synthetic
COMDINST M16672.2 Navigation Rules International,
Inland
U.S. Department of Transportation,
United States Coast Guard
Damage Control NWIP-62
United States Coast Pilot Department of Commerce
Page 115
International Code of Signals HO Pub 102, DISA

Light List Atlantic Coast, DISA
Local Notice to Mariners DISA
Search and Rescue Manual NWP 19-1, Chief of Naval Operations,
OP-0931
ATTACHMENT J-6 RECOMMENDED LINE INVENTORY
5" circumference nylon mooring line (SWL NLT 100,000 lbs)
Two spring lay wires each of 1 7/8" diameter and 120 foot length. 6 foot eyes in each
end
Three working lines, each 8" circumference and 120 foot length. 4 foot eyes in each
end
8" circumference hawser of 300 foot length. 4 foot eyes in each end.
3" circumference double braided nylong, minimum of 10,000 feet for towing
Williamson sled
ATTACHMENT J7
LIST OF REFERENCED SPECIFICATIONS
1. NAVSEA Drawing No. 600-2010188 - Harbor Tug, Large, YTB-760 Class Fendering
2. Tug Propeller Guard, SK No. 56WZ-74
3. Chine Hull Form, Fender Detail, SK No. 56WZ-149
4. Round Bottom Hull Form, Fender Detail, SK No. 56WZ-150
5. Tug, Submarine, Chine Hull Form Interface, SK No. 56WZ-151
6. Tug, Submarine, Round Bottom Hull Form Interface, SK No. 56WZ-152
A limited number of drawings and sketches are available upon request
SECTION K REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS

OR QUOTERS
NOTE:
Page 116
OFFERORS MUST COMPLETE ALL OF THE FOLLOWING CERTIFICATIONS AND

REPRESENTATIONS, EITHER BY: (1) FILLING IN THE BLANKS BELOW, OR (2) PROVIDING
YOUR CERTIFICATIONS AND REPRESENTATIONS IN PART I OF THIS CONTRACT (AT
"SPACE FOR CONTINUATION OF RESPONSES") BY CROSS-REFERENCING YOUR
RESPONSES WITH THE CLAUSE NUMBERS PROVIDED. SEE ALSO ARTICLE K5.1 BELOW,
WHICH PROVIDES THAT CERTIFICATIONS AND REPRESENTATIONS MAY BE SUBMITTED
ON AN ANNUAL BASIS, IF DESIRED.
K1 FAR 52.203-02
CERTIFICATE OF INDEPENDENT PRICE

DETERMINATION (APR 1985)
(a) The Offeror certifies that -
(1) The prices in this offer have been arrived at independently, without, for the purpose of
restricting competition, any consultation, communication, or agreement with any other
offeror or competitor relating to (i) those prices, (ii) the intention to submit an offer, or
(iii) the methods or factors used to calculate the prices offered;
(2) The prices in this offer have not been and will not be knowingly disclosed by the
Offeror, directly or indirectly, to any other offeror or competitor before bid opening (in
the case of a sealed bid solicitation) or contract award (in the case of a negotiated
solicitation) unless otherwise required by law; and
(3) No attempt has been made or will be made by the Offeror to induce any other concern
to submit or not to submit an offer for the purpose of restricting competition.
(b) Each signature on the offer is considered to be a certification by the signatory that the signatory -
(1) Is the person in the Offeror's organization responsible for determining the prices being
offered in this bid or proposal, and that the signatory has not participated and will not
participate in any action contrary to subparagraphs (a)(1) through (a)(3) above; or
(2)
(i) Has been authorized, in writing, to act as agent for the following principals in
certifying that those principals have not participated, and will not participate in any action
contrary to subparagraphs (a)(1) through (a)(3) above
______________________
______________________
______________________
(insert full name of person(s) in the Offeror's organization responsible for determining
the prices offered in this bid or proposal, and the title of his/her position in the Offeror's
organization);
(ii) As an authorized agent, does certify that the principals named in subdivision (b)(2)(i)
Page 117
above have not participated, and will not participate, in any action contrary to
subparagraphs (a)(1) through (a)(3) above; and
(iii) As an agent, has not personally participated, and will not participate, in any action
contrary to subparagraphs (a)(1) through (a)(3) above.
(c) If the Offeror deletes or modifies subparagraph (a)(2) above, the Offeror must furnish with its offer a signed
statement setting forth in detail the circumstances of the disclosure.
K2 - K2.0.l RESERVED
K2.0.2 FAR 52.203-11
CERTIFICATION AND DISCLOSURE REGARDING

PAYMENTS TO INFLUENCE CERTAIN FEDERAL
TRANSACTIONS (APR 1991)
K2.1 FAR 52.204-3
TAXPAYER IDENTIFICATION (MAR 1994)
(a) Definitions.
"Common parent," as used in this solicitation provision, means that corporate entity that owns or
controls an affiliated group of corporations that files its Federal income tax returns on a consolidated
basis, and of which the offeror is a member.
"Corporate status," as used in this solicitation provision, means a designation as to whether the offeror
is a corporate entity, an unincorporated entity (e.g., sole proprietorship or partnership), or a corporation
providing medical and health care services.
"Taxpayer Identification Number (TIN)," as used in this solicitation provision, means the number
required by the IRS to be used by the offeror in reporting income tax and other returns.
(b) All offerors are required to submit the information required in paragraphs (c) through (e) of this
solicitation provision in order to comply with reporting requirements of 26 U.S.C. 6041, 6041A, and
6050M and implementing regulations issued by the Internal Revenue Service (IRS). If the resulting
contract is subject to reporting requirements described in 4.903, the failure or refusal by the offeror to
furnish the information may result in a 31 percent reduction of payments otherwise due under the
contract.
(c) Taxpayer Identification Number (TIN).
[] TIN: ___________________
[] TIN has been applied for.
[] TIN is not required because:
[] Offeror is a nonresident alien, foreign corporation, or foreign partnership that does not have income
Page 118
effectively connected with the conduct of a trade or business in the U.S. and does not have an office or
place of business or a fiscal paying agent in the U.S.;
[] Offeror is an agency of instrumentality of a foreign government;
[] Offeror is an agency or instrumentality of a Federal, state or local government;
[] Other. State basis.
______________________
(d) Corporate Status.
[] Corporation providing medical and health care services, or engaged in the billing and
collecting of payments for such services;
[] Other corporate entity;
[] Not a corporate entity;

[] Sole proprietorship
[] Partnership
[] Hospital or extended care facility described in 26 CFR 501(c)(3) that is exempt from taxation under
26 CFR 501(a).
(e) Common Parent.
[] Offeror is not owned or controlled by a common parent as defined in paragraph (a) of this clause.
[] Name and TIN of common parent:
Name ___________________
TIN ___________________
K2.2 FAR 52.204-05
WOMEN-OWNED BUSINESS (OCT 95)
(a) Representation . This offeror represents that it [ ] is, [ ] is not a women-owned business concern.
(b) Definition . "Women-owned business concern"), as used in this provision, means a concern which is
at least 51 percent owned by one or more women; or in case of any publicly owned business, at least 51
percent of the stock of which is owned by one or more women; and whose management and daily
business operations are controlled by one or more women.
K2.3 FAR 52.209-5
CERTIFICATION REGARDING DEBARMENT,

Page 119
SUSPENSION, PROPOSED DEBARMENT, AND

OTHER RESPONSIBILITY MATTERS (MAR 1996)
(a)
(1) The Offeror certifies, to the best of its knowledge and belief, that -
(i) The Offeror and/or any of its Principals -
(A) Are [], are not [] presently debarred, suspended, proposed for debarment, or declared
ineligible for the award of contracts by any Federal agency;
(B) Have [], have not [], within a three-year period preceding this offer, been convicted of
or had a civil judgment rendered against them for: commission of fraud or a criminal
offense in connection with obtaining, attempting to obtain, or performing a public
(Federal, state, or local) contract or subcontract; violation of Federal or state antitrust
statutes relating to the submission of offers; or commission of embezzlement, theft,
forgery, bribery, falsification or destruction of records, making false statements, tax
evasion, or receiving stolen property; and
(C) Are [], are not [] presently indicted for, or otherwise criminally or civilly charged by a
governmental entity with, commission of any of the offenses enumerated in subdivision
(a)(1)(i)(B) of this provision.
(ii) The Offeror has [], has not [], within a 3-year period preceding this offer, had one or
more contracts terminated for default by any Federal agency.
(2) "Principals," for the purposes of this certification, means officers; directors; owners; partners; and,
persons having primary management or supervisory responsibilities within a business entity (e.g.,
general manager; plant manager; head of a subsidiary, division, or business segment, and similar
positions).
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY

OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT
CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION
1001, TITLE 18, UNITED STATES CODE.
(b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award,
the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed
circumstances.
(c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding
of an award under this solicitation. However, the certification will be considered in connection with a determination of
the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as
requested by the Contracting Officer may render the Offeror nonresponsible.
(d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to
render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an
Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of
business dealings.
Page 120
(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was
placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in
addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting
from this solicitation for default.
K3 FAR 52.215-06
TYPE OF BUSINESS ORGANIZATION (JUL 1987)
The offeror or quoter, by checking the applicable box, represents that -
(a) It operates as [] a corporation incorporated under the laws of the state of ____________________, []
an individual, [] a partnership, [] a nonprofit organization, or [] a joint venture.
(b) If the offeror or quoter is a foreign entity, it operates as [] an individual, [] a partnership, [] a

nonprofit organization, [] a joint venture, or [] a corporation, registered for business in
___________________ (country).
K4 FAR 52.215-11
AUTHORIZED NEGOTIATORS (APR 1984)
The offeror or quoter represents that the following persons are authorized to negotiate on its behalf with the
Government in connection with this request for proposals: [list names, titles, and telephone numbers of the authorized
negotiators]
______________________
______________________
K4.1 FAR 52.215-19
PERIOD FOR ACCEPTANCE OF OFFER (APR 1984)
In compliance with the solicitation, the Offeror agrees, if this offer is accepted within ____________________ calendar
days (60 calendar days unless a different period is inserted by the offeror) from the date specified in the solicitation for
receipt of offers, to furnish any or all items on which prices are offered at the price set opposite each item, delivered at
the designated point(s), within the time specified in this Contract.
K5 RESERVED
K5.1 FAR 52.215-35
ANNUAL REPRESENTATIONS AND

CERTIFICATIONS - NEGOTIATION (DEC 1989)
The offeror certifies that annual representations and certifications (check the appropriate block):
[] (a) Dated ____________________ (insert date of signature on submission) which are incorporated
herein by reference, have been submitted to the contracting office issuing this solicitation and that the
Page 121
submittal is current, accurate, and complete as of the date of this bid, except as follows (insert changes
that affect only this solicitation; if "none," so state):
[] (b) Are enclosed.
K6 FAR 52.219-01
SMALL BUSINESS PROGRAM REPRESENTATIONS

(JAN 1997)
(a)
(1) The standard industrial classification (SIC) code for this acquisition is 4492.
(2) The small business size standard is $3.5 M.
(3) The small business size standard for a concern which submits an offer in its own
name, other than on a construction or services contract, but which proposes to furnish a
product which it did not itself manufacture is 500 employees.
(b) Representation.
(1) The offeror represents as part of its offer that it is: [] a small business concern, [] not a
small business concern.
(2) (Complete only if offeror represents itself as a small business concern in block (b)(1)
of this section.) The offeror represents as part of its offer that it is [] is, [] is not a small
disadvantaged business concern.
(3) (Complete only if offeror represents itself as a small business concern in block (b)(1)
of this section.) The offeror represents as part of its offer that it is [] is, [] is not a
women-owned small business concern.
(c) Definition.
"Joint venture" for purposes of a small disadvantaged business (SDB) set-aside or price evaluation
preference (as prescribed at 13 CFR 124.321), is a concern that is owned and controlled by one or more
socially and economically disadvantaged individuals entering into a joint venture agreement with one or
more business concerns and is considered to be affiliated for size purposes with such other concern(s).
The combined annual receipts or employees of the concerns entering into the joint venture must meet
applicable size standard corresponding to the SIC code designated for the contract. The majority of the
venture's earnings must accrue directly to the socially and economically disadvantaged individuals in the
SDB concern(s) in the joint venture. The percentage of the ownership involvement in a joint venture by
disadvantaged individuals must be at least 51 percent.
"Small business concern," as used in this provision, means a concern, including its affiliates, that is
independently owned and operated, not dominant in the field of operation in which it is bidding on
Government contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and the
size standard in paragraph (a) of this provision.
Page 122
"Small disadvantaged business concern," as used in this provision, means a small business concern
that (1) is at least 51 percent unconditionally owner by one or more individuals who are both socially and
economically disadvantaged, or a publicly owned business having at least 51 percent of its stock
unconditionally owned by one or more socially and economically disadvantaged individuals, and (2) has
its management and daily business controlled by one or more such individuals. This term also means a
small business concern that is at least 51 percent unconditionally owned by an economically
disadvantaged Indian tribe or Native Hawaiian Organization, or a publicly owned business having at
least 51 percent of its stock unconditionally owned by one or more of these entities, which has its
management and daily business controlled by a member of an economically disadvantaged Indian or
Native Hawaiian Organization, and which meets the requirements of 13 CFR Part 124.
"Woman-owned small business concern," as used in this provision, means a small business concern -
(1) Which is at least 51 percent owned by one or more women or, in the case of any publicly owned
business, at least 51 percent of the stock of which is owned by one or more women; and (2) Whose
management and daily business operations are controlled by one or more women.
(d) Notice.
(1) If this solicitation is for supplies and has been set aside, in whole or in part, for small
business concerns, then the clause in this solicitation providing notice of the set-aside
contains restrictions on the source of the end items to be furnished.
(2) Under 15 U.S.C. 645(d), any person who misrepresents a firm's status as a small
business concern in paragraph (a) of this clause in order to obtain a contract to be awarded
under the preference programs established pursuant to sections 8(a), 8(d), 9, or 15 of the
Small Business Act or any other provision of Federal law that specifically references
section 8(d) for a definition of program eligibility, shall--
(I) be punished by imposition of a fine, imprisonment, or both;
(ii) be subject to administrative remedies, including suspension and debarment; and
(iii) be ineligible for participation in programs conducted under the authority of the Act.
K7 - K8 RESERVED
K8.1 FAR 52.222-21
CERTIFICATION OF NONSEGREGATED FACILITIES (APR 1984)
K9 FAR 52.222-22
PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (APR 1984)
The offeror represents that -
(a) It [] has, [] has not participated in a previous contract or subcontract subject either to the Equal
Opportunity clause of this solicitation, the clause originally contained in Section 310 of Executive Order
No. 10925, or the clause contained in Section 201 of Executive Order No. 11114;
Page 123
(b) It [] has, [] has not, filed all required compliance reports; and
(c) Representations, indicating submission of required compliance reports, signed by proposed

subcontractors, will be obtained before subcontract awards.
K10 FAR 52.222-25
AFFIRMATIVE ACTION COMPLIANCE (APR 1984)
The offeror represents either that (a) it [] has developed and has on file, [] has not developed and does not have on file,
at each establishment, affirmative action programs required by the rules and regulations of the Secretary of Labor (41
CFR 60-1 and 60-2) or (b) it [] has not previously had contracts subject to the written affirmative action programs
requirement of the rules and regulations of the Secretary of Labor.
K11 FAR 52.223-01
CLEAN AIR AND WATER CERTIFICATION

(APR 1984)
The offeror certifies that -
(a) Any facility to be used in the performance of this proposed contract [] is [] is not listed on the
Environmental Protection Agency List of Violating Facilities;
(b) The offeror will immediately notify the Contracting Officer, before award, of the receipt of any
communication from the Administrator, or a designee, of the Environmental Protection Agency,
indicating that any facility that the offeror proposes to use for the performance of the contract is under
consideration to be listed on the EPA List of Violating Facilities; and
(c) The offeror will include a certification substantially the same as this certification, including this
paragraph (c), in every nonexempt subcontract.
K11.1 RESERVED
K12 RESERVED
K13 DFARS 252.219-7000
SMALL DISADVANTAGED BUSINESS CONCERN

REPRESENTATION (DOD CONTRACTS) (APR 1994)
(a) Definition.
"Small disadvantaged business concern," as used in this provision, means a small business concern,
owned and controlled by individuals who are both socially and economically disadvantaged, as defined
by the Small Business Administration at 13 CFR Part 124, the majority of earnings of which directly
accrue to such individuals. This term also means a small business concern owned and controlled by an
economically disadvantaged Indian tribe or Native Hawaiian organization which meets the requirements
of 13 CFR 124.112 or 13 CFR 124.113, respectively. In general, 13 CFR Part 124 describes a small
disadvantaged business concern as a small business concern --
Page 124
(1) Which is at least 51 percent unconditionally owned by one or more socially and
economically disadvantaged individuals; or
(2) In the case of any publicly owned business, at least 51 percent of the voting stock is
unconditionally owned by one or more socially and economically disadvantaged
individuals; and
(3) Whose management and daily business operations are controlled by one or more such
individuals.
(b) Representations. Check the category in which your ownership falls
- Subcontinent Asian (Asian-Indian) American (U.S. citizen with origins from India,
Pakistan, Bangladesh, Sri Lanka, Bhutan, or Nepal)
- Asian-Pacific American (U.S. citizen with origins from Japan, China, the Philippines,
Vietnam, Korea, Samoa, Guam, U.S. Trust Territory of the Pacific Islands (Republic of
Palau), the Northern Mariana Islands, Laos, Kampuchea (Cambodia), Taiwan, Burma,
Thailand, Malaysia, Indonesia, Singapore, Brunei, Republic of the Marshall Islands, or
the Federated States of Micronesia)
- Black American (U.S. citizen)
- Hispanic American (U.S. citizen with origins from South America, Central America,
Mexico, Cuba, the Dominican Republic, Puerto Rico, Spain, or Portugal)
- Native American (American Indians, Eskimos, Aleuts, or Native Hawaiians, including

Indian tribes or Native Hawaiian organizations)
- Individual/concern, other than one of the preceding, currently certified for participation
in the Minority Small Business and Capital Ownership Development Program under
Section 8(a) of the Small Business Act
- Other
(c) Certifications. Complete the following --
(1) The offeror is ____________________ is not ____________________ a small

disadvantaged business concern.
(2) The Small Business Administration (SBA) has ____________________ has not
____________________ made a determination concerning the offeror's status as a small
disadvantaged business concern. If the SBA has made a determination, the date of the
determination was ___________________ and the offeror --
- Was found by SBA to be socially and economically disadvantaged and no

circumstances have changed to vary that determination.
- Was found by SBA not to be socially and economically disadvantaged but

Page 125
circumstances which caused the determination have changed.
(d) Penalties and Remedies. Anyone who misrepresents the status of a concern as a small disadvantaged business for
the purpose of securing a contract or subcontract shall --
(1) be punished by imposition of a fine, imprisonment, or both;
(2) be subject to administrative remedies, including suspension and debarment; and
(3) be ineligible for participation in programs conducted under authority of the Small Business Act.
K14 DFARS 252.226-7001
HISTORICALLY BLACK COLLEGE OR

UNIVERSITY AND MINORITY INSTITUTION
CERTIFICATION (APR 1994)
(a) Definitions.
"Historically black colleges and universities," as used in this provision, means institutions determined
by the Secretary of Education to meet the requirements of 34 CFR Section 608.2. The term also means
any nonprofit research institution that was an integral part of a historically black college or university
before November 14, 1986.
"Minority institutions," as used in this provision, means institutions meeting the requirements of
Section 1046(3) of the Higher Education Act of 1965 (20 U.S.C. 1135d-5(3)). The term also includes
Hispanic-serving institutions as defined in Section 316(b)(1) of such Act (20 U.S.C. 1059c(b)(1)).
(b) Certification. The offeror certifies that it is --
- A historically black college or university
- A minority institution
SECTION L INSTRUCTIONS, CONDITIONS AND NOTICES TO OFFEROR OR QUOTERS
L1 RESERVED
L1.1 FAR 52.204-06
CONTRACTOR IDENTIFICATION NUMBER--DATA

UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER
(DEC 1996)
L2 RESERVED
L3 FAR 52.215-05
SOLICITATION DEFINITIONS (JUL 1987)

Page 126
L4 FAR 52.215-07
UNNECESSARILY ELABORATE PROPOSALS OR

QUOTATIONS (APR 1984)
L5 FAR 52.215-08
AMENDMENTS TO SOLICITATIONS (DEC 1989)
L6 FAR 52.215-09
SUBMISSION OF OFFERS (MAR 1997)
L7 FAR 52.215-10
LATE SUBMISSIONS, MODIFICATIONS, AND

WITHDRAWALS OF PROPOSALS (MAY 1997)
L8 FAR 52.215-12
RESTRICTION ON DISCLOSURE AND USE OF

DATA (APR 1984)
L9 FAR 52.215-13
PREPARATION OF OFFERS (APR 1984)
L10 FAR 52.215-14
EXPLANATION TO PROSPECTIVE OFFERORS

(APR 1984)
L11 FAR 52.215-15
FAILURE TO SUBMIT OFFER (MAY 1997)
L12 FAR 52.215-16
CONTRACT AWARD (OCT 1995) - ALTERNATE II

(OCT 1995)
L13 FAR 52.215-17
TELEGRAPHIC PROPOSALS (JUL 1987)
L13.1 FAR 52.215-18
FACSIMILE PROPOSALS (DEC 1989)

Page 127
L14 FAR 52.216-01
TYPE OF CONTRACT (APR 1984)
(a) The Government contemplates award of a time charter contract resulting from this solicitation.
L14.0.1 RESERVED
L14.1 FAR 52.222-24
PREAWARD ON-SITE EQUAL OPPORTUNITY

COMPLIANCE REVIEW (APR 1984)
L15 FAR 52.233-02
SERVICE OF PROTEST (AUG 1996)
(a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly
with an agency, and copies of any protests that are filed with the General Accounting Office (GAO) shall
be served on the Contracting Officer (addressed as follows) by obtaining written and dated
acknowledgment of receipt from the address noted in Box 3.
(b) The copy of any protest shall be received in the office designated above within one day of filing a
protest with the GAO.
L15.0.1 FAR 52.247-06
FINANCIAL STATEMENT (APR 1984)
L15.1 FAR 52.252-01
SOLICITATION PROVISIONS INCORPORATED

BY REFERENCE (JUN 1988)
This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they
were given in full text. Upon request, the Contracting Officer will make their full text available.
L16 RESERVED
L16.1 DFARS 252 .204-7001
COMMERCIAL AND GOVERNMENT ENTITY

(CAGE) CODE REPORTING (DEC 1991)
L16.1.0.1 DFARS 252 .209-7001
DISCLOSURE OF OWNERSHIP OR CONTROL BY

THE GOVERNMENT OF A TERRORIST COUNTRY
(SEP 1994)
Page 128
(a) Definitions.
As used in this provision -
(1) "Government of a terrorist country" includes the state and the government of a
terrorist country, as well as any political subdivision, agency, or instrumentality thereof.
(2) "Terrorist country" means a country determined by the Secretary of State, under
section 6(j)(1)(A) of the Export Administration Act of 1979 (50 U.S.C. App.
2405(j)(i)9(A)), to be a country the government of which has repeatedly provided support
for acts of international terrorism. As of the date of this provision, terrorist countries
include: Cuba, Iran, Iraq, North Korea, Sudan, and Syria.
(3) "Significant interest" means -

(i) Ownership of or beneficial interest in five percent or more of the firm's or subsidiary's
securities. Beneficial interest includes holding 5 percent or more of any class of the firm's
securities in "nominee shares," "street names," or some other method of holding securities
that does not disclose the beneficial owner;
(ii) Holding a management position in the firm, such as a director or officer;
(iii) Ability to control or influence the election, appointment, or tenure of directors or

officers in the firm;
(iv) Ownership of ten percent or more of the assets of a firm such as equipment,
buildings, real estate, or other tangible assets of the firm; or
(v) Holding 50 percent or more of the indebtedness of a firm.
(b) Prohibition on award.
In accordance with 10 U.S.C. 2327, no contract may be awarded to a firm or a subsidiary of a firm if the
government of a terrorist country has a significant interest in the firm or subsidiary, unless a waiver is
granted by the Secretary of Defense.
(c) Disclosure.
If the government of a terrorist country has a significant interest in the Offeror or a subsidiary of the Offeror, the
Offeror shall disclose such interest in an attachment to its offer. If the Offeror is a subsidiary, it shall also disclose any
significant interest the government of a terrorist country has in any firm that owns or controls the subsidiary. The
disclosure shall include-
(1) Identification of each government holding a significant interest; and
(2) A description of the significant interest held by each government.
K16.1.1. DFARS 252.209-7003
DISCLOSURE OF COMMERCIAL TRANSACTIONS

Page 129
WITH THE GOVERNMENT OF A TERRORIST

COUNTRY (SEP 1994)
(a) Definitions.
"Government of a terrorist country" and "terrorist country" are defined in the Reporting of Commercial
Transactions with the Government of a Terrorist Country clause of this solicitation.
(b) Disclosure.
(1) Section 843 of the National Defense Authorization Act for Fiscal Year 1994 (Pub.
L.103-160) requires offerors to disclose commercial transactions conducted with the
government of a terrorist country. If this offer exceeds $5,000,000, and if the Offeror has
conducted such transactions, the Offeror shall disclose, in an attachment to its offer, each
commercial transaction that it has conducted with the government of a terrorist country
since February 28, 1994. The disclosure shall include -
(i) Identification of the government with which each transaction was conducted; and
(ii) The nature of each transaction.
(2) This disclosure requirement does not apply to -
(i) Transactions conducted by affiliates or subsidiaries of the Offeror; or
(ii) Payment or receipt of payment of a judgment or award ordered by a court or arbitral

tribunal of competent jurisdiction.
L16.2 RESERVED
L16.3 NAPS 5252 .215-9000
SUBMISSION OF COST OR PRICING DATA

(NOV 1987)
L17 STRIKE CONTINGENCY PLAN
L17.1 Critical, sensitive services are required under the terms of this contract. Each offeror shall submit a contingency
plan which details arrangements made to prevent interruption of contract services due to labor disruptions during the
term of this contract. The Contracting Officer shall determine the adequacy of the Contractor's contingency plan, and
shall make a final judgment in this regard prior to award of this contract. The approved contingency plan shall be made
a part of this contract.
L18 RESERVED
L19 PAST PERFORMANCE
L19.1 Required Submission. Offerors shall submit a list of all public or private contracts for similar services entered into
in the past three years. Offers shall include contract number, point of contact with telephone number and name of
contracting activity/customer. Offerors with no past performance history shall include a list of all key personnel. Offeror
Page 130
may also list commendations or awards received within the past three years.
L20 SPECIFIC INSTRUCTIONS
A proper response to this solicitation shall include, but not be limited to the following, timely submitted in accordance
with Box 9:
(a) A completed Part I of the solicitation
(b) Section K; special attention is drawn to:
(i) Reserved
(ii) Standard Form 119 (Applicable to Brokers)
(c) Past Performance Submission (Article L19 Refers)
(d) Adequate Technical Information to Conduct Technical Evaluation; ALL technical requirement
specified in Article C3 shall be addressed
(e) Drawing/Picture(s) of Tugs
(f) Completed Attachment J-2; cost information is optional, but recommended
(g) Subcontracting Plan (if large business)
(h) Measured (or calculated, if new construction) bollard pull in all directions. If calculated, calculations
must be provided.
(i) Engine manufacturer's data on fuel consumption
(j) IF THE OFFERED TUGS ARE TO BE CONSTRUCTED, OFFEROR SHALL PROVIDE THE
INFORMATION BELOW AS WELL AS OTHER INFORMATION THE CONTRACTING OFFICER
DETERMINES NECESSARY IN ORDER TO ENSURE WORK WILL BE COMPLETED IN A
TIMELY AND PROPER MANNER:
(i) GA Plans, midship plans, inboard profile
(ii) Financing plans and arrangements
(iii) Construction yard with Plan of Action and Milestones
L21 ELIGIBILITY FOR AWARD
L21.1 Investment Tax Credit Limitation. To be eligible to receive an award, offerors proposing newly constructed
vessels or those in service less than one year, must state in their offer that there is not allowable to them on the vessels
offered an investment tax credit or depreciation under section 168 of the Internal Revenue Code of 1986 (unless
depreciated on a straight-line method for the vessels has been elected). Offerors proposing the use of vessels not owned
by them must make this statement as to the vessels' owners and any and all disponent owners. This requirement is based
on the limitations imposed by 10 USC 2401(d)(1)(B).
Page 131
M1 EVALUATION AND AWARD
M1.1 Award.
(a) Award will be made, if at all, to that responsible offerorwhose technically acceptable proposal
contains the lowest evaluated cost.
M1.2 Evaluation Categories. The following categories will be used for evaluation of all offers received in response to
this RFP:
(a) Technical Acceptability.
(i) All offers shall be evaluated to determine technical acceptability or susceptibility of

being made so, based on the minimum technical requirements of this solicitation, as set
forth in Article C3, and in conformance to the terms and conditions of this solicitation.
(ii) Award will not be made to an offeror that fails to demonstrate compliance with the
foregoing.
(b) Cost to the Government.
(i) Price to the Government will be evaluated based on the OPTEMPO given in Article
C2, the offered per diem rate for all contract periods, the estimated fuel costs for all
contract periods, and any other costs proposed by an offeror (Box 38).
(ii) For evaluation only, the estimated fuel costs will be based on the warranted fuel
consumption rates given in attachment J2, the OPTEMPO in Article C2, and DoD fuel
prices on or about the date of closing.
(c) Past Performance.
(i) Offeror's past performance will be evaluated under existing and prior contracts for
similar services. Information obtained from references listed in proposals, other customers
known to the Government, and other sources of useful and relevant information will be
considered.
(ii) At a minimum, award will not be made to an offeror who is or within the past three
years has been seriously deficient in contract performance, unless the Contracting Officer
determines that the circumstances were properly beyond the offeror's control or that the
offeror took appropriate corrective action.
(iii) If discussions are held, offerors will be given the opportunity to address unfavorable
reports of past performance.
M1.3 Responsibility.
(a) Information other than that requested herein relating to the offeror's responsibility to perform the
proposed contract may be required to determine compliance with Federal Acquisition Regulation (FAR)
Section 9.1 prior to award(s).
Page 132
M1.4 Fuel Consumption Rate Review.
(a) The Government shall review the fuel consumption rates provided by offerors in boxes X and Y of
Attachment J2 for realism based on price analysis and the other technical information required by the
RFP or available to the Government, including engine manufacturer's data. Such review shall be for the
purpose of ensuring offeror's understanding of ability to comply with the solicitation requirements,
including, but not limited to, the limitations on reimbursements for fuel. In addition, the realism of the
fuel warranties will be evaluated in determining the responsibility of the offerors (i.e. is the offeror able
to absorb any loss resulting from an understatement of fuel consumption).
M1.5 Rejection of Offers. See Article L12 (FAR 52.215-16 (Oct 95) Alt II (Oct 95)
M1.6 Award Withozut Discussions. See Article L12 (FAR 52.215-16 (Oct 95) Alt II (Oct 95))
M2 FAR 52.217-05
EVALUATION OF OPTIONS (JUL 1990)
Legal Topics:
Page 133
13 of 129 DOCUMENTS

2D-XVIII Benedict on Admiralty Form No. 18-7
Form No. 18-7 PROJECTCON - Special Projects Charter Party
1. Definitions
In this Charter Party the following words and expressions shall have the meanings hereby assigned to
them: n1
"Owners" shall mean the party identified in Box 2.
"Charterers" shall mean the party identified in Box 3.
"Vessels" shall mean the tug and barge as described in Box 4.
"Cargo" shall mean any goods or equipment or other items described in Box 5.
"Loading Port" shall mean the port(s) or place(s) specified in Box 6.
"Discharging Port" shall mean the port(s) or place(s) specified in Box 7.
"Transportation" shall mean the carriage of the cargo, including the towage of laden barges and, as the
case may be, the loading, discharge and all other operations connected therewith.
2. Voyage
(a) It is agreed between the Owners and the Charterers that, subject to the terms and conditions of this
Charter Party, the cargo shall be transported by the Owners from the Loading Port(s), or so near thereto
Page 134
as the Vessels may safely get and lie always safe and afloat, to the Discharging Port(s), or so near thereto
as they may safely get and lie always safe and afloat.
(b) The Owners shall exercise due diligence in making the Vessels seaworthy before and at arrival at the
Loading Port. The Owners shall perform the voyage with due despatch unless otherwise agreed.
3. Deviation and Delays
(a) The Vessels have the liberty to sail without pilots, to tow and/or assist vessels in distress, to deviate
for the purpose of saving life, to replenish bunkers and/or to deviate for the purpose of safety of the
cargo, crew, Vessels and for any other reasonable purpose.
(b) Without prejudice to the provisions of Clause 26, should the Tug Master decide, for the purpose of
the safety of the cargo, to deviate from the normal route which is stipulated in Box 7, or reduce speed,
the Owners shall be entitled to receive from the Charterers additional compensation at the appropriate
Delay rate as set out in Box 20 for all time spent by the Vessels at sea in excess of the time which would
havebeen spent had such reduction of speed or deviation not taken place.
The time lost shall include all time used until the Vessels reach the same or equidistant position to that
where the deviation commenced and the Charterers shall also pay all additional expenses incurred by
such deviation including bunkers, port charges, pilotage, tug boats, agency fees and any other expenses
whatsoever incurred.
The Owners shall give prompt notification of any delay or deviation to the Charterers and any claims for
additional compensation shall be supported by appropriate documentation.
(c) If the Vessels for reasons beyond the Owners' control are being delayed at the Loading Port and/or
the Discharging Port, including obtaining free pratique, customs and port clearance or other formalities,
but not including delays caused by the late or non-arrival of the Tug, such delays shall be paid for by the
Charterers at the Delay rate stipulated in Box 20.
4. Barge Engineer
(a) The barge machinery and ballasting equipment may be utilised by the Charterers subject to the
Charterers always using a fully qualified barge engineer provided by the Owners. If the services of a
barge engineer are required, the Charterers shall give the Owners 72 hours notice in writing plus
allowance for travelling time for each occasion the barge engineer is required. The Charterers agree to
pay an amount per day as stated in Box 13 per barge engineer for a 10 hour working day including but
not limited to travelling time and/or time for standby associated therewith. For any hour in excess of 10
hours per day the Charterers shall pay the amount per hour of the overtime rate per barge engineer stated
in Box 13. In addition the Charterers shall pay all travel expenses, accommodation expenses and meals
for each barge engineer, all according to the Owners' invoice, at cost plus 10% and reimburse the Owners
for any advance payments they have made in this respect. Payment shall be made on receipt of the
Owners' invoice.
(b) The barge engineer shall be deemed to be a servant of the Charterers and the Charterers shall
indemnify and hold the Owners harmless from and against all consequences and/or liabilities arising
from the ballast operations.
(c) For float on/float off operations where the barge is to be submerged, all ballasting operations will be
Page 135
carried out by the Owners' personnel and the costs shall be included in the lumpsum price stated in Box
17 or delay rate stated in Box 20.
5. Loading and Discharging
(a) The Charterers shall have the cargo in all respects ready for the said voyage at the Loading Port on
the delivery date.
The precise loading area or place within the agreed Loading Port, which shall be always safe and
accessible and suitable for the loading operation, shall be nominated by the Charterers, always subject to
the approval of the Owners and the Marine Warranty Surveyor. Such approval shall not be unreasonably
withheld.
(b) The barge shall be delivered with cargo spaces free of any obstructions with all previous
seafastenings removed and the Vessels shall be properly documented as regards trading certificates,
classification and equipment. All other equipment shall be provided by the Charterers. When the cargo
has been loaded and positioned, it shall be seafastened and/or lashed by the Charterers at their expense to
the satisfaction of the Marine Warranty Surveyor.
(c) At the Loading Port, the cargo shall be delivered by the Charterers without delay at any time during
day or night, Saturdays, Sundays and holidays included. The cargo shall be placed on board the barge
and positioned by the Charterers to the full satisfaction of the Owners and the Marine Warranty
Surveyor. The Charterers shall procure and pay for all labour and all necessary equipment other than that
stated in Box 4. If agreed in Box 8 that the cargo shall be loaded by means of float-on method, the
Charterers shall position the cargo over the barge's submerged deck to the full satisfaction of the Owners
and the Marine Warranty Surveyor. The Owners shall attach lines to the cargo and shall position and
secure the cargo over the submerged deck by using winches and/or tugs. The Charterers shall procure
and pay the necessary labour and winchmen.
The Charterers shall procure and pay for workboats and tugs required for the positioning of the cargo.
The Owners shall have the right to use such workboats and tugs for the loading operation.
(d) The precise discharging area or place within the Discharging Port and which shall be always safe
and accessible and suitable for the discharging operation, shall be named by the Charterers well in
advance of the Vessels' arrival, always subject to the approval of the Owners and the Marine Warranty
Surveyor. Such approval shall not be unreasonably withheld.
At the Discharging Port the Charterers shall take delivery of the cargo without delay in accordance with
Clause 5(e) at any time during day ornight, Saturdays, Sundays and holidays included.
(e) Prior to actual discharge the Charterers shall, unless otherwise agreed, remove seafastening and/or
lashing and prepare the barge for the discharge operation. The entire discharge operation shall always be
done to the full satisfaction of the Marine Warranty Surveyor.
The Charterers shall discharge the cargo and shall procure and pay for the necessary equipment and
labour for the discharge of the cargo.
If agreed in Box 9 that the cargo shall be discharged by means of float-off method, the Owners shall
submerge the barge. The Charterers shall procure and pay the necessary winchmen.
Page 136
The Charterers shall procure and pay for workboats and tugs required for discharging the cargo. The
Owners shall have the right to use such workboats and tugs for the discharging operations. The
Charterers shall take custody of the cargo as soon as afloat.
After the discharge operation the Charterers shall remove all remaining seafastening and/or lashing,
unless otherwise agreed.
(f) Except as otherwise provided in this Charter Party, all agency charges, port charges (including
compulsory charges for shore watchmen and garbage removal), light and canal dues, pilotage, local tug
assistance, consular charges, and all other charges and expenses relating to the cargo and/or to the
Vessels as a result of their employment hereunder shall be for the Charterers' account. All loading,
seafastening, release, discharge and clean off costs shall be for the Charterers' account.
6. Permits/Licences
(a) All necessary permits and/or licences pertaining to the Transportation shall be provided and paid for
by the Charterers.
If required, the Owners shall assist the Charterers in obtaining such permits and/or licences.
(b) Any delay by the Charterers in obtaining the permits and/or licences related to Clause 6(a) shall be at
the Charterers' time and any time lost shall be paid for at the Delay rate stipulated in Box 20.
7. Taxes
The Owners shall be responsible for the taxes stated in Box 24 and the Charterers shall be responsible for
all other taxes.
In the event of change in local regulation and/or interpretation thereof, resulting in an unavoidable and
documented change of the Owners' tax liability after the date of entering into the Charter Party, freight
shall be adjusted accordingly.
8. Quarantine
Unless due to health conditions on board the Vessels, any time lost as a result of quarantine formalities
and/ or health restrictions imposed or incurred at any stage of the voyage, including any such loss of time
at the Loading Port and/or the Discharging Port, shall be paid for by the Charterers at the Delay rate
specified in Box 20. The Charterers shall also pay for all other expenses which may be incurred as a
result thereof.
9. Commencement of Loading/Cancelling
(a) The barge shall be delivered to the Charterers within the period agreed in Box 10.
(b) The delivery period in Clause 9(a) shall be narrowed down by the Charterers to a delivery date in
accordance with the delivery period notification schedule as stated in Box 11.
Each delivery window shall always be within the previously notified window and the number of days'
notice shall always be counted from the first day in the window.
Page 137
(c) Should the barge not be delivered according to Box 11 the Owners shall pay as compensation to the
Charterers a daily rate as stated in Box 12 for each day, or pro rata for part thereof, counting from 2400
hours on the delivery date until the day and time delivery actually takes place, but in any event for not
more than the number of days stated in Box 14. Such compensation shall be deemed liquidated damages
and be the Charterers sole remedy for late delivery. Except for the purpose of assessing compensation in
accordance with this Clause 9(c) the delivery date shall, in the event the Owners have given notice in
accordance with Clause 9(e) below and the Charterers have not exercised their option of cancelling, be
deemed to be the revised delivery date stated in the Owners' notice.
(d) Should the barge not be delivered latest the number of days stated in Box 14 after the delivery date
the Charterers shall have the option of cancelling this Charter Party.
(e) If it appears that the barge will be delayed beyond the number of days stated in Box 14 after the
delivery date, the Owners shall, as soon as they are in position to state with reasonable certainty the day
on which the Vessels should be ready, give notice thereof to the Charterers asking whether they will
exercise their option of cancelling and the option must then be declared within 48 hours of the receipt by
the Charterers of suchnotice. If the Charterers do not then exercise their option of cancelling, the revised
delivery date stated in the Owners' notice shall be regarded as the new delivery date for the purpose of
this Clause.
(f) The Owners shall not be responsible for any loss or damages whatsoever incurred by the Charterers
as a result of the Charterers cancelling this Charter Party as per Clause 9(d) nor shall the Owners be
responsible for any loss or damages whatsoever suffered by the Charterers as a result of the failure of the
barge to be ready for loading latest on the cancelling date agreed in Box 14 in the case that a new
cancelling date has been agreed.
(g) If, for reasons beyond the Owners' control, the loading operation has not commenced within 14 days
from tendering of notice of readiness, the Owners shall have the option of cancelling this Charter Party.
If the Owners exercise their option of cancelling the Charter Party in accordance with this sub-clause, the
Charterers shall pay to the Owners the applicable termination fee according to the provisions of Clause
20 in addition to any delay payment incurred.
(h) If Box 14 is not appropriately filled in then 7 days shall apply.
10. Notices to the Charterers
(a) Notice of Readiness
The Owners shall give notice of readiness as per Box 15 advising when the Vessels are ready to
commence loading at the Loading Port and when the Vessels are ready to commence discharge at the
Discharging Port. All notices may be given at any time of the day, Fridays, Saturdays, Sundays and
holidays included, whether within the official port limits or not, and notwithstanding hindrances as
referred to in Clause 3(c).
(b) Prior to arrival at the Loading Port(s) the Owners shall keep the Charterers duly advised of the
expected time of arrival of the barge.
(c) After departure from the Loading Port(s) the Owners shall give daily notice of expected time of
arrival at Discharging Port(s).
Page 138
11. Marine Warranty Surveyor(s)/Approval of the Vessels and Condition of the Cargo
(a) The Marine Warranty Surveyor(s) stated in Box 16 shall be appointed for this Transportation by the
Charterers. If Box 16 has not been filled in, the Charterers shall appoint Marine Warranty Surveyor(s)
acceptable to the cargo underwriters, subject to the Owners' approval which shall not be unreasonably
withheld.
(b) The Marine Warranty Surveyor(s) shall approve the suitability of the Vessels for the Transportation
as soon as possible, but no later than the date stated in Box 16. Should the Marine Warranty Surveyor(s)
not give approval by the date stipulated in Box 16, either the Charterers or the Owners may elect to
terminate this Charter Party and all freight paid or advanced by the Charterers to the Owners shall be
promptly refunded.
(c) All documentation reasonably required of the Owners by the Marine Warranty Surveyor(s) for their
approval of the Transportation shall be submitted to the Charterers at the earliest possible stage after this
Charter Party is made, if not already submitted earlier. The Charterers shall pay all expenses relating to
the production of documentation related to the cargo and/ or the Charterers' equipment. The Owners shall
pay all expenses relating to documentation related to the Vessels and all other equipment being provided
by the Owners in the performance of the Transportation.
(d) The Charterers shall arrange and pay for all the Marine Warranty Surveyor(s) services, including
their approval of the Vessels and the Transportation.
(e) The Charterers warrant that the full description of the cargo mentioned in Box 5 is correct and further
warrant that the cargo is in all respects tight, staunch, strong and in every way fit for the Transportation.
Should the cargo and/or its description not be in compliance with the aforesaid then the Owners shall
have the option to cancel this Charter Party.
If the Owners exercise their option to cancel the Charter Party in accordance with this Clause the
Charterers shall pay to the Owners the applicable termination fee according to the provisions of Clause
20.
12. Freight
The lumpsum freight shall be paid according to the schedule stated in Box 17. Each instalment shall be
fully and irrevocably earned when due as set out in Box 17. Freight earned shall be non-returnable
whether the Vessels and/or the cargo are lost or not lost and whether lost due to perils of the sea or
howsoever. The freight and all other sums payable to the Owners under this Charter Party shall be
payable without any discount, deduction, set-off, lien, claim or counter-claim, and shall be paid in the
currency and into the Owners' bank account stated in Box 18.
13. Free Time/Delay Payment
(a) The Charterers are allowed the free time stipulated in Box 19 in the Loading Port(s) and Discharging
Port(s) and for canal transit ifapplicable, Fridays, Saturdays, Sundays and holidays included.
The free time at the Loading Port(s) shall start counting after notice of readiness has been tendered, in
accordance with Clause 10(a), unless loading has commenced earlier and shall count until the cargo is in
all respects fully seafastened on board the barge and approved by the Marine Warranty Surveyor(s).
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The free time at the Discharging Port(s) shall start counting after notice of readiness has been tendered in
accordance with Clause 10(a), unless discharge has commenced earlier and shall count until the cargo
and all seafastenings/lashings are removed from the barge with deck cleaned and the barge is in all
respects ready for sea.
Time lost in waiting for berth at loading or discharging port shall count as free time or time on delay. If
the cargo is to be loaded and/or discharged by float-on/ float-off method, time used for the actual loading
and discharge operation (dry deck to dry deck) shall not count as free time or time on delay, unless such
time used is due to reasons beyond the Owners' control.
(b) Delay payment shall be payable for all time used in excess of the free time.
The Delay rate for the Vessels is the amount stipulated in Box 20 calculated per day or pro rata for part
of a day.
(c) Free time shall not count and delay payments shall not accrue for time lost by reason of strike or
lockout of the Master, officers or crew or by reason of breakdown of the Vessels or the Owners'
equipment.
(d) The delay payment and other amounts which are calculated at the delay rate fall due and are payable
by the Charterers immediately upon presentation of the Owners' invoice to the Owners' bank account
stipulated in Box 18.
Should more than 14 days of delay payment have accrued, the Owners are entitled to delay payment on
account. The Owners may demand payment against presentation of invoices covering the first 14 days
and thereafter for every 7 days.
14. Canal Transit
(a) If the Transportation is scheduled to pass through a canal according to Box 7, the Charterers are
granted free time for any such transit, and such free time shall count against the number of hours
stipulated in Box 19. If the Transportation is delayed beyond the free time stipulated therein, unless the
Owners are responsible for such delay, the Charterers shall pay for such extra transit time at the Delay
rate stipulated in Box 20 and shall, in addition, pay for all other documented extra expenses thereby
incurred. Canal transit time is defined as from arrival at pilot station or customary waiting place or
anchorage, whichever is the earlier, and until dropping last outbound pilot when leaving for the open sea.
(b) The freight rate stipulated in Box 17 is based upon the Owners paying canal tolls limited to the
amount stipulated in Box 21. Any increase in the canal tolls and/ or any additional expenses for the canal
transit actually paid by the Owners shall be reimbursed by the Charterers to the Owners upon
presentation of the Owners' invoice.
(c) Should the transit of a canal be made impossible for reasons beyond the Owners' control, the
Charterers shall pay for all extra time by which the voyage is thereby prolonged at the Delay rate stated
in Box 20.
The Charterers shall also pay all other expenses, including for bunkers, in addition to those which would
normally have been incurred had the Vessels been standing-by in port less the amount of canal tolls
saved by the Owners for not having transitted the canal.
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15. Bunker Escalation
This Charter Party is concluded on the basis of the price per metric ton and the quantity of bunker oil
stated in Box 22.
If the price actually paid by the Owners for this quantity of bunker oil should be higher, the difference
shall be paid by the Charterers to the Owners.
If the price actually paid by the Owners for this quantity of bunker oil should be lower, the difference
shall be paid by the Owners to the Charterers.
16. Ice
The Vessels shall not be obliged to force ice but, subject to the Owners' approval having due regard to
their size, construction and class, may follow ice-breakers.
(a) Port of Loading
(i) If at any time after setting out on the approach voyage the Vessels' passage is impeded
by ice, or if on arrival the Loading Port is inaccessible by reason of ice, the Master or
Owners shall notify the Charterers thereof and request them to nominate a safe and
accessible alternative port.
If the Charterers fail within 48 running hours, Sundays and holidays included, to make
such nomination or agree to reckon free time as if the port named in the Charter Party
were accessible or declare that they cancel the Charter Party, the Owners shall have the
option of cancelling the Charter Party. In the event of cancellation by either party, the
Charterers shall compensate the Owners for all proven loss of earnings under this Charter
Party.
(ii) If at any Loading Port the Master considers that there is a danger of the Vessels being
frozen in, and provided that the Master or Owners immediately notify the Charterers
thereof, the Vessels may leave with cargo loaded on board and proceed to the nearest safe
and ice free place and there await the Charterers' nomination of a safe and accessible
alternative port within 24 running hours, Sundays and holidays excluded, of the Master's
or Owners' notification. If the Charterers fail to nominate such alternative port, the
Vessels may proceed to any port(s), whether or not on the customary route for the
chartered voyage, to complete with cargo for the Owners' account.
(b) Port of Discharge
(i) If the voyage to the Discharging Port is impeded by ice, or if on arrival the
Discharging Port is inaccessible by reason of ice, the Master or Owners shall notify the
Charterers thereof. In such case, the Charterers shall have the option of keeping the
Vessels waiting until the port is accessible against paying compensation in an amount
equivalent to the delay rate or of ordering the Vessels to a safe and accessible alternative
port.
If the Charterers fail to make such declaration within 48 running hours, Sundays and
holidays included, of the Master or Owners having given notice to the Charterers, the
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Master may proceed without further notice to the nearest safe and accessible port and
there discharge the cargo.
(ii) If at any Discharging Port the Master considers that there is a danger of the Vessels
being frozen in, and provided that the Master or Owners immediately notify the
Charterers thereof, the Vessels may leave with cargo remaining on board and proceed to
the nearest safe and ice free place and there await the Charterers' nomination of a safe and
accessible alternative port within 24 running hours, Sundays and holidays excluded, of the
Master's or Owners' notification. If the Charterers fail to nominate such alternative port,
the Vessels may proceed to the nearest safe and accessible port and there discharge the
remaining cargo.
(iii) On delivery of the cargo other than at the port(s) named in the Charter Party, all
conditions of any cargo note or receipt issued in respect of any shipment hereunder shall
apply and the Vessels shall receive the same freight as if discharge had been at the
original port(s) of destination, except that if the distance of the substituted port(s) exceeds
100 nautical miles, the freight on the cargo delivered at the substituted port(s) shall be
increased proportionately.
17. Dangerous Cargo
If part of the cargo is of an inflammable, explosive or dangerous nature or condition or at any stage may
develop into such nature or condition it must be packed and stored or stowed in accordance with IMO
Dangerous Goods Code and/or other applicable regulations always to the full satisfaction of the Master.
Any delay to the Transportation in this respect shall be paid for by the Charterers at the Delay rate
stipulated in Box 20.
18. Lien
The Owners shall have a lien on the cargo and any Charterers' equipment for all freight and all other
expenses in relation to the Transportation including deadfreight, advances, delay payments, damages for
detention, general average and salvage including costs for recovering same.
19. Substitution
The Owners shall be entitled at any time before delivery to provide substitute Vessels, provided such
substitute Vessels are approved by the Marine Warranty Surveyor(s) and subject also to the Charterers'
prior approval, which shall not be unreasonably withheld.
20. Termination
(a) Notwithstanding anything else provided herein, the Charterers shall have the right to terminate this
Charter Party prior to the barge's arrival at the first Loading Port against payment of the applicable
amount stipulated in Box 23.
(b) Furthermore, the Charterers shall have the right to terminate this Charter Party after the barge's
arrival at the first Loading Port but not later than upon commencement of loading against payment of the
applicable amount stipulated in Box 23 plus compensation for all time spent at the first Loading Port at
the Delay rate stipulated in Box 20together with the actual expenses incurred by the Owners in
preparation for the loading.
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(c) If Box 23 is not appropriately filled in then this Clause shall not apply.
(a) Definitions
For the purpose of this Clause "Owners' Group" shall mean: the Owners, and their contractors and
subcontractors, and Employees, Servants or Agents of any of the foregoing.
For the purpose of this Clause "Charterers' Group" shall mean: the Charterers, and their contractors,
subcontractors, co-venturers and Charterers' customers with whom they have a contractual relationship in
respect of the job or project on which the Vessels are employed, and Employees, Servants or Agents of
any of the foregoing.
(b) Notwithstanding anything else contained herein, the Owners shall be liable for all loss or damage of
whatsoever nature to or sustained by the Vessels, any liability in respect of wreck removal and the
expense of moving, lighting or buoying the Vessels, and any liability in respect of death or injury of any
of the Owners' Group, and any liability in respect of other cargo on board not the subject of this Charter
Party, all of which shall be for the sole account of the Owners without recourse to the Charterers, their
servants or agents, and the Owners shall indemnify, defend and hold the Charterers harmless from and
against any and all claims, losses, costs, damages and expenses of every kind and nature including legal
expenses arising from the foregoing.
(c) Notwithstanding anything else contained herein, the Charterers shall be liable for all loss or damage
or delay of whatsoever nature and howsoever caused to or sustained by the cargo, including any property
operated, owned, hired and/or leased by any member of the Charterers' Group on board, and any liability
in respect of wreck removal and the expense of moving, lighting or buoying the cargo, and any liability
in respect of death or injury of any of the Charterers' Group, or the Marine Warranty Surveyor(s)
personnel, and all liabilities consequent upon loss, damage or delay to the cargo, all of which shall be for
the sole account of the Charterers without recourse to the Owners, their servants or agents or insurers and
the Charterers shall indemnify, defend and hold all these harmless from and against any and all claims,
losses, costs, damages and expenses of every kind and nature including legal expenses arising from the
foregoing.
(d) Consequential Damages
Neither party shall be liable to the other for any consequential damages whatsoever arising out of or in
connection with the performance or non-performance of this Charter Party, and each party shall protect,
defend and indemnify the other from and against all such claims from any member of its Group as
defined in Clause 21(a).
"Consequential damages" shall include, but not be limited to, loss of use, loss of profits, shut-in or loss of
production and cost of insurance, whether or not foreseeable at the date of this Charter Party.
(e) Any provisions of this Charter Party to the contrary notwithstanding, the Owners shall have the
benefit of all limitations of, and exemptions from, liability accorded to the Owners or chartered Owners
of vessels by any applicable statute or rule of law for the time being in force, and the same benefits to
apply regardless of the form of signatures given to this Charter Party.
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22. Bills of Lading, Cargo Notes and Receipts
(a) No bills of lading will be issued for shipments under this Charter Party.
(b) The cargo shall be shipped on deck at the Charterers' risk and the Owners not to be responsible for
any loss or damage or delay to the cargo whatsoever or howsoever arising and by whosoever caused.
(c) In the event of a conflict of conditions between this Charter Party and any cargo note or receipt
issued in respect of any shipment hereunder, the terms, conditions, liberties, clauses and exceptions of
this Charter Party, including Clause 31 (BIMCO Dispute Resolution Clause), shall prevail.
23. Insurance
(a) Without prejudice to the Charterers' obligations and liabilities under this Charter Party, the
Charterers shall take out and, in their name and at their expense, maintain at all material times and
throughout the duration of this Charter Party a policy or policies of insurance in respect of all loss or
damage to the cargo up to the full value of the cargo including but not limited to a policy or policies
comprising All Risks cargo cover and cover against liabilities to third parties (including liability in
respect of death and injury and claims for consequential loss), and wreck removal of the cargo. The
Charterers shall arrange at their expense that the Owners shall be named as co-insured under the said
policy or policies of insurance and arrange that the underwriterswaive the right of subrogation.
Co-insurance and waiver of subrogation shall be given only in so far as these relate to liabilities which
are properly the responsibility of the Charterers under the terms of this Charter Party. The Charterers
hereby agree to produce the original certificates of insurance maintained hereunder to the Owners or their
appointed representatives when requested so to do.
(b) The Owners shall arrange at their expense such insurance(s) as required to protect the Charterers
against the Owners' liabilities under Clause 21(b).
The Owners hereby agree to produce the original certificate(s) of insurance maintained hereunder to the
Charterers or their appointed representatives when requested to do so.
24. Himalaya Clause
(a) All exceptions, exemptions, defences, immunities, limitations of liability, indemnities, privileges and
conditions granted or provided by this Charter Party or by any applicable statute, rule or regulation for
the benefit of the Charterers shall also apply to and be for the benefit of the Charterers' parent, affiliated,
related and subsidiary companies; the Charterers' contractors, sub-contractors, clients, joint venturers and
joint interest owners (always with respect to the job or project on which the tug and barge are employed);
their respective employees and their respective underwriters.
(b) All exceptions, exemptions, defences, immunities, limitations of liability, indemnities, privileges and
conditions granted or provided by this Charter Party or by any applicable statute, rule or regulation for
the benefit of the Owners shall also apply to and be for the benefit of the Owners' parent, affiliated,
related and subsidiary companies, the Owners' contractors, subcontractors, the tug, its Master, Officers
and Crew, the barge, their registered owner, their operator, their demise charterer(s), their respective
employees and their respective underwriters.
(c) The Owners or the Charterers shall be deemed to be acting as agent or trustee of and for the benefit
of all such persons and parties set forth above, but only for the limited purpose of contracting for the
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extension of such benefits to such persons and parties.
25. Both-to-Blame Collision Clause
If the Vessels come into collision with another vessel as a result of the negligence of the other vessel and
any act, neglect or default of the Master, mariner, pilot or the servants of the Owners in the navigation or
in the management of the Vessels, the owners of the cargo carried hereunder will indemnify the Owners
against all loss or liability to the other or non-carrying vessel or her Owners in so far as such loss or
liability represents loss of, or damage to, or any claim whatsoever of the owners of the said cargo, paid or
payable by the other or non-carrying vessel or her Owners to the owners of said cargo and set-off,
recouped or recovered by the other or non-carrying vessel or her Owners as part of their claim against the
carrying Vessels or Owners.
The foregoing provisions shall also apply where the owners, operators or those in charge of any vessel or
vessels or objects other than, or in addition to, the colliding vessels or objects are at fault in respect of a
collision or contact.
26. General Average and New Jason Clause
General Average shall be adjusted and settled in London unless otherwise stated in Box 25, according to
the York/ Antwerp Rules, 1994.
Should adjustment be made in accordance with the law and practice of the United States of America, the
following clause shall apply: "In the event of accident, danger, damage or disaster before or after the
commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not,
for which, or for the consequence of which, the Owners are not responsible, by statute, contract or
otherwise, the cargo, shippers, consignees or owners of the cargo shall contribute with the Owners in
general average to the payment of any sacrifices, loss or expenses of a general average nature that may
be made or incurred and shall pay salvage and special charges incurred in respect of the cargo. If a
salving vessel is owned or operated by the Owners, salvage shall be paid for as fully as if the said salving
vessel or vessels belonged to strangers. Such deposit as the Owners, or their agents, may deem sufficient
to cover the estimated contribution of the cargo and any salvage and special charges thereon shall, if
required, be made by the cargo, shippers, consignees or owners of the cargo to the Owners before
delivery".
27. War Risks (VOYWAR 2004)
(i) "Owners" shall include the shipowners, bareboat charterers, disponent owners,
managers or other operators who are charged with the management of the Vessels, and the
Master; and
(ii) "War Risks" shall include any actual, threatened or reported: war; act of war; civil
war; hostilities; revolution; rebellion; civilcommotion; warlike operations; laying of
mines; acts of piracy; acts of terrorists; acts of hostility or malicious damage; blockades
(whether imposed against all vessels or imposed selectively against vessels of certain
flags or ownership, or against certain cargoes or crews or otherwise howsoever); by any
person, body, terrorist or political group, or the Government of any state whatsoever,
which, in the reasonable judgement of the Master and/or the Owners, may be dangerous
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or are likely to be or to become dangerous to the Vessels, their cargo, crew or other
persons on board the Vessels.
(b) If at any time before the Vessels commence loading, it appears that, in the reasonable judgement of
the Master and/or the Owners, performance of the Charter Party, or any part of it, may expose, or is
likely to expose, the Vessels, their cargo, crew or other persons on board the Vessels to War Risks, the
Owners may give notice to the Charterers cancelling this Charter Party, or may refuse to perform such
part of it as may expose, or may be likely to expose, the Vessels, their cargo, crew or other persons on
board the Vessels to War Risks; provided always that if this Charter Party provides that loading or
discharging is to take place within a range of ports, and at the port or ports nominated by the Charterers
the Vessels, their cargo, crew, or other persons on board the Vessels may be exposed, or may be likely to
be exposed, to War Risks, the Owners shall first require the Charterers to nominate any other safe port
which lies within the range for loading or discharging, and may only cancel this Charter Party if the
Charterers shall not have nominated such safe port or ports within 48 hours of receipt of notice of such
requirement.
(c) The Owners shall not be required to continue to load cargo for any voyage, or to sign Bills of Lading
for any port or place, or to proceed or continue on any voyage, or on any part thereof, or to proceed
through any canal or waterway, or to proceed to or remain at any port or place whatsoever, where it
appears, either after the loading of the cargo commences, or at any stage of the voyage thereafter before
the discharge of the cargo is completed, that, in the reasonable judgement of the Master and/or the
Owners, the Vessels, their cargo (or any part thereof), crew or other persons on board the Vessels (or any
one or more of them) may be, or are likely to be, exposed to War Risks. If it should so appear, the
Owners may by notice request the Charterers to nominate a safe port for the discharge of the cargo or any
part thereof, and if within 48 hours of the receipt of such notice, the Charterers shall not have nominated
such a port, the Owners may discharge the cargo at any safe port of their choice (including the port of
loading) in complete fulfilment of the Charter Party. The Owners shall be entitled to recover from the
Charterers the extra expenses of such discharge and, if the discharge takes place at any port other than
the Loading Port, to receive the full freight as though the cargo had been carried to the Discharging Port
and if the extra distance exceeds 100 miles, to additional freight which shall be the same percentage of
the freight contracted for as the percentage which the extra distance represents to the distance of the
normal and customary route, the Owners having a lien on the cargo for such expenses and freight.
(d) If at any stage of the voyage after the loading of the cargo commences, it appears that, in the
reasonable judgement of the Master and/or the Owners, the Vessels, their cargo, crew or other persons on
board the Vessels may be, or are likely to be, exposed to War Risks on any part of the route (including
any canal or waterway) which is normally and customarily used in a voyage of the nature contracted for,
and there is another longer route to the Discharging Port, the Owners shall give notice to the Charterers
that this route will be taken. In this event the Owners shall be entitled, if the total extra distance exceeds
100 miles, to additional freight which shall be the same percentage of the freight contracted for as the
percentage which the extra distance represents to the distance of the normal and customary route.
(e) (i) The Owners may effect war risks insurance in respect of the Hull and Machinery of the Vessels
and their other interests (including, but not limited to, loss of earnings and detention, the crew and their
Protection and Indemnity Risks), and the premiums and/or calls therefor shall be for their account.
(ii) If the Underwriters of such insurance should require payment of premiums and/or
calls because, pursuant to the Charterers' orders, or in order to fulfil the Owners'
obligation under this Charter Party, the Vessels are within, or are due to enter and remain
within, or pass through any area or areas which are specified by such Underwriters as
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being subject to additional premiums because of War Risks, then the actual premiums
and/or calls paid shall be reimbursed by the Charterers to the Owners within 14 days after
receipt of the Owners' invoice. If the Vessels discharge all of her cargo within an area
subject to additional premiums as herein setforth, the Charterer shall reimburse the
Owners for the actual additional premiums paid which may accrue from completion of
discharge until the Vessels leave such area or areas referred to above. The Owners shall
leave the area as soon as possible after completion of discharge.
(f) The Vessels shall have liberty:-
(i) to comply with all orders, directions, recommendations or advice as to departure,

arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo,
delivery or in any way whatsoever which are given by the Government of the Nation
under whose flag the Vessels sail, or other Government to whose laws the Owners are
subject, or any other Government which so requires, or any body or group acting with the
power to compel compliance with their orders or directions;
(ii) to comply with the orders, directions or recommendations of any war risks
underwriters who have the authority to give the same under the terms of the war risks
insurance;
(iii) to comply with the terms of any resolution of the Security Council of the United
Nations, the effective orders of any other Supranational body which has the right to issue
and give the same, and with national laws aimed at enforcing the same to which the
Owners are subject, and to obey the orders and directions of those who are charged with
their enforcement;
(iv) to discharge at any other port any cargo or part thereof which may render the Vessels
liable to confiscation as a contraband carrier;
(v) to call at any other port to change the crew or any part thereof or other persons on
board the Vessels when there is reason to believe that they may be subject to internment,
imprisonment or other sanctions;
(vi) where cargo has not been loaded or has been discharged by the Owners under any
provisions of this Clause, to load other cargo for the Owners' own benefit and carry it to
any other port or ports whatsoever, whether backwards or forwards or in a contrary
direction to the ordinary or customary route.
(g) If in compliance with any of the provisions of subclauses (b) to (f) of this Clause anything is done or
not done, such shall not be deemed to be a deviation, but shall be considered as due fulfilment of the
Charter Party.
28. Interests
If any amounts due under this Charter Party are not paid when due, then interest at the rate stated in Box
26 shall be paid on all such amounts until payment is received.
29. Agency
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The Vessels shall be addressed to Charterers' agents at Port(s) of Loading and Port(s) of discharging.
30. Brokerage
The Owners shall pay a brokerage at the rate stated in Box 27 to the Broker(s) mentioned in Box 27 on
any freight, delay payment and/or termination fee paid under this Charter Party.
If the full amounts as aforesaid are not paid owing to breach of this Charter Party by either of the parties,
the party liable therefor shall indemnify the Broker(s) against his or their loss of brokerage.
*)(a) This Charter Party shall be governed by and construed in accordance with English law and any
dispute arising out of or in connection with this Charter Party shall be referred to arbitration in London in
accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to
the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in
accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when
the arbitration proceedings are commenced.
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint
its arbitrator and send notice of such appointment in writing to the other party requiring the other party to
appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its
arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has
done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice
that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without
the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and
shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as
if he had been appointed by agreement.
Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the
appointment of a sole arbitrator.
In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum
as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims
Procedure current at the time when the arbitration proceedings are commenced.
*) (b) This Charter Party shall be governed by and construed in accordance with Title 9 of the United
States Code and the Maritime Law of the United States and any dispute arising out of or in connection
with this Charter Party 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 the purposes of enforcing any award, judgement may be entered on an award by any court of
competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of
Maritime Arbitrators, Inc.
as the parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration
Procedure of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration
proceedings are commenced.
*) (c) This Charter Party shall be governed by and construed in accordance with the laws of the place
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mutually agreed by the parties and any dispute arising out of or in connection with this Charter Party
shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.
(d) Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any
difference and/or dispute arising out of or in connection with this Charter Party.
In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above,
the following shall apply:
(i) Either party may at any time and from time to time elect to refer the dispute or part of
the dispute to mediation by service on the other party of a written notice (the "Mediation
Notice") calling on the other party to agree to mediation.
(ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation
Notice confirm that they agree to mediation, in which case the parties shall thereafter
agree a mediator within a further 14 calendar days, failing which on the application of
either party a mediator will be appointed promptly by the Arbitration Tribunal ("the
Tribunal") or such person as the Tribunal may designate for that purpose. The mediation
shall be conducted in such place and in accordance with such procedure and on such
terms as the parties may agree or, in the event of disagreement, as may be set by the
mediator.
(iii) If the other party does not agree to mediate, that fact may be brought to the attention
of the Tribunal and may be taken into account by the Tribunal when allocating the costs
of the arbitration as between the parties.
(iv) The mediation shall not affect the right of either party to seek such relief or take such
steps as it considers necessary to protect its interest.
(v) Either party may advise the Tribunal that they have agreed to mediation. The
arbitration procedure shall continue during the conduct of the mediation but the Tribunal
may take the mediation timetable into account when setting the timetable for steps in the
arbitration.
(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its
own costs incurred in the mediation and the parties shall share equally the mediator's costs
and expenses.
(vii) The mediation process shall be without prejudice and confidential and no
information or documents disclosed during it shall be revealed to the Tribunal except to
the extent that they are disclosable under the law and procedure governing the arbitration.
(Note: the parties should be aware that the mediation process may not necessarily interrupt time limits.)
(e) If Box 28 in Part I is not appropriately filled in, Clause 31(a) of this Clause shall apply. Clause 31(d)
shall apply in all cases.
*) Clauses 31(a), 31(b) and 31(c) are alternatives; indicate alternative agreed in Box 28.
32. BIMCO ISPS/MTSA Clause for Voyage Charter Parties

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(a) (i) The Owners shall comply with the requirements of the International Code for the
Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of
SOLAS (ISPS Code) relating to the Vessel and "the Company" (as defined by the ISPS
Code). If trading to or from the United States or passing through United States waters, the
Owners shall also comply withthe requirements of the US Maritime Transportation
Security Act 2002 (MTSA) relating to the Vessel and the "Owner" (as defined by the
MTSA).
(ii) Upon request the Owners shall provide the Charterers with a copy of the relevant
International Ship Security Certificate (or the Interim International Ship Security
Certificate) and the full style contact details of the Company Security Officer (CSO).
(iii) Except as otherwise provided in this Charter Party, loss, damages, expense or delay
(excluding consequential loss, damages, expense or delay) caused by failure on the part of
the Owners or "the Company"/"Owner" to comply with the requirements of the ISPS
Code/MTSA or this Clause shall be for the Owners' account.
(b) (i) The Charterers shall provide the Owners and the Master with their full style
contact details and, upon request, any other information the Owners require to comply
with the ISPS Code/MTSA.
(ii) Except as otherwise provided in this Charter Party, loss, damages or expense
(excluding consequential loss, damages or expense) caused by failure on the part of the
Charterers to comply with this Clause shall be for the Charterers' account and any delay
caused by such failure shall count as laytime or time on demurrage.
(c) Provided that the delay is not caused by the Owners' failure to comply with their obligations under
the ISPS Code/MTSA, the following shall apply:
(i) Notwithstanding anything to the contrary provided in this Charter Party, the Vessel
shall be entitled to tender Notice of Readiness even if not cleared due to applicable
security regulations or measures imposed by a port facility or any relevant authority under
the ISPS Code/MTSA.
(ii) Any delay resulting from measures imposed by a port facility or by any relevant
authority under the ISPS Code/MTSA shall count as laytime or time on demurrage, unless
such measures result solely from the negligence of the Owners, Master or crew or the
previous trading of the Vessel, the nationality of the crew or the identity of the Owners'
managers.
(d) Notwithstanding anything to the contrary provided in this Charter Party, any costs or expenses
whatsoever solely arising out of or related to security regulations or measures required by the port
facility or any relevant authority in accordance with the ISPS Code/MTSA including, but not limited to,
security guards, launch services, tug escorts, port security fees or taxes and inspections, shall be for the
Charterers' account, unless such costs or expenses result solely from the negligence of the Owners,
Master or crew or the previous trading of the Vessel, the nationality of the crew or the identity of the
Owners' managers. All measures required by the Owners to comply with the Ship Security Plan shall be
for the Owners' account.
Page 150
(e) If either party makes any payment which is for the other party's account according to this Clause, the
other party shall indemnify the paying party.
(a) All notices given by either party or their agents to the other party or their agents in accordance with
the provisions of this Charter Party shall be in writing.
(b) For the purposes of this Charter Party, "in writing" shall mean any method of legible
communication. A notice may be given by any effective means including, but not limited to, cable, telex,
fax, e-mail, registered or recorded mail, or by personal service.
Legal Topics:
Admiralty LawCharterpartiesTypesGeneral Overview
FOOTNOTES:
(n1)Footnote 1. The Baltic and International Maritime Conference; reprinted with permission.
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14 of 129 DOCUMENTS

FORM No. 18-8 MSC TUGCON 04

Page 152
15 of 129 DOCUMENTS

2D-XVIII Benedict on Admiralty FORM No. 18-9RESERVED

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16 of 129 DOCUMENTS

FORM No. 18-10 LLOYD FORM SALVAGE AGREEMENT (LOF 1995)
Standard Form of Salvage Agreement
(Approved and Published by the Council of Lloyd's)
No Cure--No Pay
On board the ___________________
Dated ____________________
IT IS HEREBY AGREED between Captain ___________________ n1 for and on behalf of the Owners of the
"___________________" her cargo freight bunkers stores and any other property thereon (hereinafter collectively
called "the Owners") and ___________________ for and on behalf of ___________________ (hereinafter called "the
Contractor" n2) that:-
1.
(a) The Contractor shall use his best endeavours:-

(i) to salve the "___________________" and/or her cargo freight bunkers stores and any
other property thereon and take them to ___________________ n3 or to such other place
as may hereafter be agreed either place to be deemed a place of safety or if no such place
is named or agreed to a place of safety and
Page 154
(ii) while performing the salvage services to prevent or minimize damage to the
environment.
(b) Subject to the statutory provisions relating to special compensation the services shall be rendered and
accepted as salvage services upon the principle of "no cure--no pay."
(c) The Contractor's remuneration shall be fixed by Arbitration in London in the manner hereinafter
prescribed and any other difference arising out of this Agreement or the operations thereunder shall be
referred to Arbitration in the same way.
(d) In the event of the services referred to in this Agreement or any part of such services having been
already rendered at the date of this Agreement by the Contractor to the said vessel and/or her cargo
freight bunkers stores and any other property thereon the provisions of this Agreement shall apply to
such services.
(e) The security to be provided to the Council of Lloyd's thereinafter called "the Council") the Salved
Value(s) the Award and/or any Interim Award(s) and/or any Award on Appeal shall be in
___________________ n4 currency.
(f) If clause 1(e) is not completed then the security to be provided and the Salved Value(s) the Award
and/or Interim Award(s) and/or Award on Appeal shall be in Pounds Sterling.
(g) This Agreement and Arbitration thereunder shall except as otherwise expressly provided be
governed by the law of England, including the English law of salvage.
PROVISIONS AS TO THE SERVICES
2. Definitions: In this Agreement any reference to "Convention" is a reference to the International

Convention on Salvage 1989 as incorporated in the Merchant Shipping (Salvage and Pollution) Act 1994
(and any amendment thereto). The terms "Contractor" and "services"/"salvage services" in this
Agreement shall have the same meanings as the terms "salvor(s)" and "salvage operation(s)" in the
Convention.
3. Owners Cooperation: The Owners their Servants and Agents shall co-operate fully with the
Contractor in and about the salvage including obtaining entry to the place named or the place of safety as
defined in clause 1. The Contractor may make reasonable use of the vessel's machinery gear equipment
anchors chains stores and other appurtenances during and for the purpose of the salvage services free of
expense but shall not unnecessarily damage abandon or sacrifice the same or any property the subject of
this Agreement.
4. Vessel Owners Right to Terminate: When there is no longer any reasonable prospect of a useful result
leading to a salvage reward in accordance with Convention Article 13 the owners of the vessel shall be
entitled to terminate the services of the Contractor by giving reasonable notice to the Contractor in
writing.
PROVISIONS AS TO SECURITY
5.
Page 155
(a) The Contractor shall immediately after the termination of the services or sooner notify
the Council and where practicable the Owners of the amount for which he demands
salvage security (inclusive of costs expenses and interest) from each of the respective
Owners.
(b) Where a claim is made or may be made for special compensation, the owners of the
vessel shall on the demand of the Contractor whenever made provide security for the
Contractor's claim for special compensation provided always that such demand is made
within two years of the date of termination of the services.
(c) The amount of any such security shall be reasonable in the light of the knowledge
available to the Contractor at the time when the demand is made. Unless otherwise agreed
such security shall be provided (i) to the Council (ii) in a form approved by the Council
and (iii) by persons firms or corporations either acceptable to the Contractor or resident in
the United Kingdom and acceptable to the Council. The Council shall not be responsible
for the sufficiency (whether in amount or otherwise) of any security which shall be
provided nor the default or insolvency of any person firm or corporation providing the
same.
(d) The owners of the vessel their Servants and Agents shall use their best endeavours to
ensure that the cargo owners provide their proportion of salvage security before the cargo
is released.
6.
(a) Until security has been provided as aforesaid the Contractor shall have a maritime lien
on the property salved for his remuneration.
(b) The property salved shall not without the consent in writing of the Contractor (which
shall not be unreasonably withheld) be removed from the place to which it has been taken
by the Contractor under clause 1(a). Where such consent is given by the Contractor on
condition that the Contractor is provided with temporary security pending completion of
the voyage the Contractor's maritime lien on the property salved shall remain in force to
the extent necessary to enable the Contractor to compel the provision of security in
accordance with clause 5(c).
(c) The Contractor shall not arrest or detain the property salved unless:-
(i) security is not provided within 14 days (exclusive of Saturdays and Sundays or other
days observed as general holidays at Lloyd's) after the date of the termination of the
services or
(ii) he has reason to believe that the removal of the property salved is contemplated
contrary to clause 6(b) or
(iii) any attempt is made to remove the property salved contrary to clause 6(b).
(d) The Arbitrator appointed under clause 7 or the Appeal Arbitrator(s) appointed under clause 13(d)
shall have power in their absolute discretion to include in the amount awarded to the Contractor the
whole or part of any expenses reasonably incurred by the Contractor in:-
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(i) ascertaining demanding and obtaining the amount of security reasonably required in
accordance with clause 5.
(ii) enforcing and/or protecting by insurance or otherwise or taking reasonable steps to

enforce and/or protect his lien.
PROVISIONS AS TO ARBITRATION
7.
(a) Whether security has been provided or not the Council shall appoint Arbitrator upon
receipt of a written request made by letter telex facsimile or in any other permanent form
provided that any party requesting such appointment shall if required by the Council
undertake to pay the reasonable fees and expenses of the Council and/or any Arbitrator or
Appeal Arbitrator(s).
(b) Where an Arbitrator has been appointed and the parties do not proceed to arbitration
the Council may recover any fees costs and/or expenses which are outstanding.
8. The Contractor's remuneration and/or special compensation shall be fixed by the Arbitrator appointed
under clause 7. Such remuneration shall not be diminished by reason of the exception to the principle of
"no cure--no pay" in the form of special compensation.
REPRESENTATION
9. Any party to this Agreement who wishes to be heard or to adduce evidence shall nominate a person in
the United Kingdom to represent him failing which the Arbitrator or Appeal Arbitrator(s) may proceed
as if such party had renounced his right to be heard or adduce evidence.
CONDUCT OF THE ARBITRATION
10.
(a) The Arbitrator shall have power to:-

(i) admit such oral or documentary evidence or information as he may think fit
(ii) conduct the Arbitration in such manner in all respects as he may think fit subject to
such procedural rules as the Council may approve
(iii) order the Contractor in his absolute discretion to pay the whole or part of the
expense of providing excessive security or security which has been unreasonably
demanded under Clause 5(b) and to deduct such sum from the remuneration and/or
special compensation
(iv) make Interim Award(s) including payment(s) on account on such terms as may be
fair and just
(v) make such orders as to costs fees and expenses including those of the Council
charged under clauses 10(b) and 14(b) as may be fair and just.
Page 157
(b) The Arbitrator and the Council may charge reasonable fees and expenses for their services whether
the Arbitration proceeds to a hearing or not and all such fees and expenses shall be treated as part of the
costs of the Arbitration.
(c) Any Award shall (subject to Appeal as provided in this Agreement) be final and binding on all the
parties concerned whether they were represented at the Arbitration or not.
INTEREST & RATES OF EXCHANGE
11. Interest: Interest at rates per annum to be fixed by the Arbitrator shall (subject to Appeal as provided
in this Agreement) be payable on any sum awarded taking into account any sums already paid:-
(i) from the date of termination of the services unless the Arbitrator shall in his absolute
discretion otherwise decide until the date of publication by the Council of the Award
and/or Interim Award(s) and
(ii) from the expiration of 21 days (exclusive of Saturdays and Sundays or other days
observed as general holidays at Lloyd's) after the date of publication by the Council of the
Award and/or Interim Award(s) until the date payment is received by the Contractor or
the Council both dates inclusive.
For the purpose of sub-clause (ii) the expression "sum awarded" shall include the fees
and expenses referred to in clause 10(b).
12. Currency Correction: In considering what sums of money have been expended by the Contractor in
rendering the services and/or in fixing the amount of the Award and/or Interim Award(s) and/or Award
on Appeal the Arbitrator or Appeal Arbitrator(s) shall to such an extent and in so far as it may be fair and
just in all the circumstances give effect to the consequences of any change or changes in the relevant
rates of exchange which may have occurred between the date of termination of the services and the date
on which the Award and/or Interim Award(s) and/or Award on Appeal is made.
PROVISIONS AS TO APPEAL
13.
(a) Notice of Appeal if any shall be given to the Council within 14 days (exclusive of
Saturdays and Sundays or other days observed as general holidays at Lloyd's) after the
date of the publication by the Council of the Award and/or Interim Award(s).
(b) Notice of Cross-Appeal if any shall be given to the Council within 14 days (exclusive
of Saturdays and Sundays or other days reserved as general holidays at Lloyd's) after
notification by the Council to the parties of any Notice of Appeal. Such notification if sent
by post shall be deemed received on the working day following the day of posting.
(c) Notice of Appeal or Cross-Appeal shall be given to the Council by letter telex
facsimile or in any other permanent form.
(d) Upon receipt of Notice of Appeal the Council shall refer the Appeal to the hearing
and determination of the Appeal Arbitrator(s) selected by it.
Page 158
(e) If any Notice of Appeal or Cross-Appeal is withdrawn the Appeal hearing shall
nevertheless proceed in respect of such Notice of Appeal or Cross-Appeal as may remain.
(f) Any Award on Appeal shall be final and binding on all the parties to that Appeal
Arbitration whether they were represented either at the Arbitration or at the Appeal
Arbitration or not.
CONDUCT OF THE APPEAL
14.
(a) The Appeal Arbitrator(s) in addition to the powers of the Arbitrator under clauses
10(a) and 11 shall have power to:-
(i) admit the evidence which was before the Arbitrator together with the Arbitrator's
notes and reasons for his Award and/or Interim Award(s) and any transcript of evidence
and such additional evidence as he or they may think fit.
(ii) confirm increase or reduce the sum awarded by the Arbitrator and to make such order
as to the payment of interest on such sum as he or they may think fit.
(iii) confirm revoke or vary any order and/or Declaratory Award made by the Arbitrator.
(iv) award interest on any fees and expenses charged under paragraph (b) of this clause
from the expiration of 21 days (exclusive of Saturdays and Sundays or other days
observed as general holidays at Lloyd's) after the date of publication by the Council of the
Award on Appeal and/or Interim Award(s) on Appeal until the date payment is received
by the Council both dates inclusive.
(b) The Appeal Arbitrator(s) and the Council may charge reasonable fees and expenses for their services
in connection with the Appeal Arbitration whether it proceeds to a hearing or not and all such fees and
expenses shall be treated as part of the costs of the Appeal Arbitration.
PROVISIONS AS TO PAYMENT
15.
(a) In case of Arbitration if no Notice of Appeal be received by the Council in accordance

with clause 13(a) the Council shall call upon the party or parties concerned to pay the
amount awarded and in the event of non-payment shall subject to the Contractor first
providing to the Council a satisfactory Undertaking to pay all the costs thereof realize or
enforce the security and pay therefrom to the Contractor (whose receipt shall be a good
discharge to it) the amount awarded to him together with interest if any. The Contractor
shall reimburse the parties concerned to such extent as the Award is less than any sums
paid on account or in respect of Interim Award(s).
(b) If Notice of Appeal be received by the Council in accordance with clause 13 it shall
as soon as the Award on Appeal has been published by it call upon the party or parties
concerned to pay the amount awarded and in the event of non-payment shall subject to the
Contractor first providing to the Council a satisfactory Undertaking to pay all the costs
thereof realize or enforce the security and pay therefrom to the Contractor (whose receipt
Page 159
shall be a good discharge to it) the amount awarded to him together with interest if any.
The Contractor shall reimburse the parties concerned to such extent as the Award on
Appeal is less than any sums paid on account or in respect of the Award or Interim
Award(s).
(c) If any sum shall become payable to the Contractor as remuneration for his services
and/or interest and/or costs as the result of an agreement made between the Contractor and
the Owners or any of them the Council in the event of non-payment shall subject to the
Contractor first providing to the Council a satisfactory Undertaking to pay all the costs
thereof realize or enforce the security and pay therefrom to the Contractor (whose receipt
shall be a good discharge to it) the said sum.
(d) If the Award and/or Interim Award(s) and/or Award on Appeal provides or provide
that the costs of the Arbitration and/or of the Appeal Arbitration or any part of such costs
shall be borne by the Contractor such costs may be deducted from the amount awarded or
agreed before payment is made to the Contractor unless satisfactory security is provided
by the Contractor for the payment of such costs.
(e) Without prejudice to the provisions of clause 5(c) the liability of the Council shall be
limited in any event to the amount of security provided to it.
GENERAL PROVISIONS
16. Scope of Authority: The Master or other person signing this Agreement on behalf of the property to
be salved enters into this Agreement as agent for the vessel her cargo freight bunkers stores and any
other property thereon and the respective Owners thereof and binds each (but not the one for the other or
himself personally) to the due performance thereof.
17. Notices: Any Award notice authority order or other document signed by the Chairman of Lloyd's or
any person authorized by the Council for the purpose shall be deemed to have been duly made or given
by the Council and shall have the same force and effect in all respects as if it had been signed by every
member of the Council.
18. Sub-Contractor(s): The Contractor may claim salvage and enforce any Award or agreement made
between the Contractor and the Owners against security provided under clause 5 or otherwise if any on
behalf of any Sub-Contractors his or their Servants or Agents including Masters and members of the
crews of vessels employed by him or by any Sub-Contractors in the services provided that he first
provides a reasonably satisfactory indemnity to the Owners against all claims by or liabilities to the said
persons.
19. Inducements prohibited: No person signing this Agreement or any party on whose behalf it is signed
shall at any time or in any manner whatsoever offer provide make give or promise to provide demand or
take any form of inducement for entering into this Agreement.
For and on behalf of the Contractor For and on behalf of the Owners of prop-
erty to be salved
______________________ ______________________
(To be signed by the Contractor person- (To be signed by the Master or other per-
ally or by the Master of the salving vessel son whose name is inserted in line 1 of
or other person whose name is inserted in this Agreement)
Page 160
line 4 of this Agreement)
INTERNATIONAL CONVENTION ON SALVAGE 1989
The following provisions of the Convention are set out below for information only.
Article 1 Definitions
(a) Salvage operation means any act or activity undertaken to assist a vessel or any other property in
danger in navigable waters or in any other waters whatsoever
(b) Vessel means any ship or craft, or any structure capable of navigation
(c) Property means any property not permanently and intentionally attached to the shoreline and includes
freight at risk
(d) Damage to the environment means substantial physical damage to human health or to marine life or
resources in coastal or inland waters or areas adjacent thereto, caused by pollution, contamination, fire,
explosion or similar major incidents
(e) Payment means any reward, remuneration or compensation due under this Convention
Article 6 Salvage Contracts
1. This Convention shall apply to any salvage operations save to the extent that a contract otherwise
provides expressly or by implication
2. The master shall have the authority to conclude contracts for salvage operations on behalf of the owner
of the vessel. The master or the owner of the vessel shall have the authority to conclude such contracts on
behalf of the owner of the property on board the vessel
Article 8 Duties of the Salvor and of the Owner and Master
1. The salvor shall owe a duty to the owner of the vessel or other property in danger:
(a) to carry out the salvage operations with due care;
(b) in performing the duty specified in subparagraph (a), to exercise due care to prevent
or minimize damage to the environment;
(c) whenever circumstances reasonably require, to seek assistance from other salvors; and
(d) to accept the intervention of other salvors when reasonably requested to do so by the
owner or master of the vessel or other property in danger; provided however that the
amount of his reward shall not be prejudiced should it be found that such a request was
unreasonable
2. The owner and master of the vessel or the owner of other property in danger shall owe a duty to the
salvor:
(a) to co-operate fully with him during the course of the salvage operations;
Page 161
(b) in so doing, to exercise due care to prevent or minimize damage to the environment;
and
(c) when the vessel or other property has been brought to a place of safety, to accept
redelivery when reasonably requested by the salvor to do so
Article 13 Criteria for Fixing the reward
1. The reward shall be fixed with a view to encouraging salvage operations, taking into
account the following criteria without regard to the order in which they are presented
below:
(a) the salved value of the vessel and other property;
(b) the skill and efforts of the salvors in preventing or minimizing damage to the
environment;
(c) the measure of success obtained by the salvor;
(d) the nature and degree of the danger;
(e) the skill and efforts of the salvors in salving the vessel, other property and life;
(f) the time used and expenses and losses incurred by the salvors;
(g) the risk of liability and other risks run by the salvors or their equipment;
(h) the promptness of the services rendered;
(i) the availability and use of vessels or other equipment intended for salvage operations;
(j) the state of readiness and efficiency of the salvor's equipment and the value thereof
2. Payment of a reward fixed according to paragraph 1 shall be made by all of the vessel and other
property interests in proportion to their respective salved values
3. The rewards, exclusive of any interest and recoverable legal costs that may be payable thereon, shall
not exceed the salved value of the vessel and other property
Article 14 Special Compensation
1. If the salvor has carried out salvage operations in respect of a vessel which by itself or its cargo
threatened damage to the environment and has failed to earn a reward under Article 13 at least equivalent
to the special compensation assessable in accordance with this Article, he shall be entitled to special
compensation from the owner of that vessel equivalent to his expenses as herein defined
2. If, in the circumstances set out in paragraph 1, the salvor by his salvage operations has prevented or
minimized damage to the environment, the special compensation payable by the owner to the salvor
under paragraph 1 may be increased up to a maximum of 30% of the expenses incurred by the salvor.
However, the Tribunal, if it deems it fair and just to do so and bearing in mind the relevant criteria set
out in Article 13, paragraph 1, may increase such special compensation further, but in no event shall the
Page 162
total increase be more than 100% of the expenses incurred by the salvor
3. Salvor's expenses for the purpose of paragraphs 1 and 2 means the out-of-pocket expenses reasonably
incurred by the salvor in the salvage operation and a fair rate for equipment and personnel actually and
reasonably used in the salvage operation, taking into consideration the criteria set out in Article 13,
paragraph 1(h), (i) and (j)
4. The total special compensation under this Article shall be paid only if and to the extent that such
compensation is greater than any reward recoverable by the salvor under Article 13
5. If the salvor has been negligent and has thereby failed to prevent or minimize damage to the
environment, he may be deprived of the whole or part of any special compensation due under this Article
6. Nothing in this article shall affect any right of recourse on the part of the owner of the vessel
Legal Topics:
Admiralty LawFinds & SalvageContracts
FOOTNOTES:
(n1)Footnote 1. Insert name of person signing on behalf of Owners of property to be salved. The Master should sign
wherever possible.
(n2)Footnote 2. The Contractor's name should always be inserted in line 4 and whenever the Agreement is signed
by the Master of the Salving vessel or other person on behalf of the Contractor the name of the Master or other person
must also be inserted in line 4 before the words "for and on behalf of." The words "for and on behalf of" should be
deleted where a Contractor signs personally.
(n3)Footnote 3. Insert place if agreed in clause 1(a)(i) and currency if agreed in clause 1(e).
(n4)Footnote 4. Insert place if agreed in clause 1(a)(i) and currency if agreed in clause 1(e).
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17 of 129 DOCUMENTS

FORM No. 18-11 MARSALV - U..S. SMA (95)
The Society of Maritime Arbitrators, Inc.
U.S. Open Form Salvage Agreement
Codename: MARSALV n*
10/3/95
This SALVAGE AGREEMENT ("The Agreement"), ___________________, Master/Operator/Owner/Underwriter of

the vessel ___________________ ("The Vessel") and ___________________ ("The Salvor"), is for salvage services to
be rendered to the Vessel and her cargo and/or other property currently lying at or near ___________________, under
the following terms and conditions:
FIRST: The Salvor shall use his best endeavors to salve the Vessel and her cargo and/or other property and deliver
same safely afloat, hauled or on drydock at or near ___________________, at which place and time the Salvor's
services will terminate unless otherwise mutually agreed.
SECOND: The Master/Operator and crew of the Vessel agree to lend their aid and assistance to the Salvor, who shall
be entitled, free of expense, to the reasonable use of the Vessel's equipment.
THIRD: The Salvor's services are to be performed on the following basis (check and initial one):
Page 164
[ ] No Cure-No Pay (Compensation to be conditioned upon successful salvage of the Vessel and/or
her cargo and/or other property. In such case, the Salvor's compensation shall be pursuant to the
criteria and other provisions of Article 13 of the 1989 International Convention on Salvage shown
on the reverse of this Agreement).
[ ] No Cure-No Pay, Fixed Fee $ ___________________
[ ] Per Diem/Hourly at $ ___________________ per day/hour pro rata
[ ] Other ___________________
___________________
FOURTH: Notwithstanding the election(s) made in Paragraph THIRD, the Salvor shall in any event be entitled to
compensation for actions taken by the Salvor to prevent or minimize damage to the environment, in accordance with
Articles 13 and 14 of the 1989 International Convention on Salvage shown on the reverse of this Agreement.
FIFTH: The Salvor shall have a lien upon the Vessel, her cargo and/or other property for services rendered pursuant to
Paragraphs THIRD and FOURTH, and may demand reasonable security for such services from her Master, Owner,
Operator or Underwriters as a condition for releasing same.
SIXTH: This Agreement shall be governed by and construed in accordance with the Federal Maritime Law of the
United States. Any dispute arising out of this Agreement shall be referred to arbitration as follows:
(1) Disputes involving the salvage of vessels in commerce shall be resolved by arbitration in New York
and the Maritime Arbitration Rules of the Society of Maritime Arbitrators, Inc.
(2) Disputes involving the salvage of yachts and other recreational vessels shall be resolved in the United
States under the Rules for Recreational and Small Vessel Salvage Arbitration of the Society of Maritime
Arbitrators, Inc.
The Arbitrator(s) shall be familiar with maritime salvage, and shall be empowered to resolve any differences as to the
application of sub-paragraphs (1) or (2) above. Any award made hereunder may include attorney's fees and costs, and
shall be final and binding. For the purpose of enforcement the Award may be entered for judgment in any court of
competent jurisdiction.
Dated this ____________________ day of ___________________, 19_____
For: SALVOR
___________________
(authorized signature)
___________________
(print name and title)
For: VESSEL, CARGO
and/or PROPERTY
___________________
(authorized signature)
___________________
(print name and title)
International Convention on Salvage, 1989

Page 165
Article 13 Criteria for Fixing the Reward
1. The reward shall be fixed with a view to encouraging salvage operations, taking into account the
following criteria without regard to the order in which they are presented below:
(a) the salved value of the vessel and other property;
(b) the skill and efforts of the salvors in preventing or minimizing damage to the environment;
(c) the measure of success obtained by the salvor;
(d) the nature and degree of the danger;
(e) the skill and efforts of the salvors in salving the vessel, other property and life;
(f) the time used and expenses and losses incurred by the salvors;
(g) the risk of liability and other risks run by the salvors or their equipment;
(h) the promptness of the services rendered;
(i) the availability and use of vessels or other equipment intended to for salvage operations;
(j) the state of readiness and efficiency of the salvor's equipment and the value thereof.
2. Payment of a reward fixed according to paragraph 1 shall be made by all of the vessel and other
property interests in proportion to their respective salved values. However, a State Party may in its
national law provided that the payment of a reward has to be made by one of these interests, subject to a
right of recourse of this interest against the other interests for their respective shares. Nothing in this
article shall prevent any right of defence.
3. The rewards, exclusive of any interest and recoverable legal costs that may be payable thereon, shall
not exceed the salved value of the vessel and other property.
Article 14 Special Compensation
1. If the salvor has carried out salvage operations in respect of a vessel which by itself or its cargo
threatened damage to the environment and has failed to earn a reward under article 13 at least equivalent
to the special compensation assessable in accordance with this article, he shall be entitled to special
compensation from the owner of that vessel equivalent to his expenses as herein defined.
2. If, in the circumstances set out in paragraph 1, the salvor by his salvage operations has prevented or
minimized damage to the environment, the special compensation payable by the owner to the salvor
under paragraph 1 may be increased up to a maximum of 30% of the expenses incurred by the salvor.
However, the tribunal, if it deems it fair and just to do so and bearing in mind the relevant criteria set out
in article 13, paragraph 1, may increase such special compensation further, but in no event shall the total
increase by more than 100% of the expenses incurred by the salvor.
3. Salvor's expenses for the purpose of paragraphs 1 and 2 means the out-of-pocket expenses reasonably
incurred by the salvor in the salvage operation and a fair rate for equipment and personnel actually and
Page 166
reasonably used in the salvage operation, taking into consideration the criteria set out in article 13,
paragraph 1(h), (i) and (j).
4. The total special compensation under this article shall be paid only if and to the extent that such
compensation is grater than any reward recoverable by the salvor under article 13.
5. If the salvor has been negligent and has thereby failed to prevent or minimize damage to the
environment, he may be deprived of the whole or part of any special compensation due under this article.
6. Nothing in this article shall affect any right of recourse on the pat of the owner of the vessel.
Legal Topics:
FOOTNOTES:
(n1)Footnote *. U.S. Society of Maritime Arbitrators; reprinted with permission.
Page 167
18 of 129 DOCUMENTS

FORM No. 18-12 WRECKHIRE 99
International Wreck Removal and Marine Services Agreement (Daily Hire) n*
PART II
1. Definition
The term "Vessel" shall include any vessel, craft, property, or part thereof, of whatsoever nature,
including anything contained therein or thereon, such as but not limited to cargo and bunkers, as
described in Box 4.
2. The Services
Th Contractor agrees to exercise due care in rendering the services indicated in Box 7 and, if applicable,
will endeavour to deliver and/or dispose of the Vessel at the place indicated in Box 8. Insofar as it is not
inconsistent with the nature of the services to be rendered under this Agreement, the Contractor will also
exercise due care to minimise damage to the environment.
The Contractor shall provide the Personnel, Craft and Equipment set out in Annex 1 of this Agreement
which the Contractor deems necessary for the services based upon the Specifications, Condition and
Position of the Vessel and Worksite set out in Boxes 4, 5 and 6.
Page 168
The Contractor's Method of Work shall be as described in Annex II, utilising the Personnel, Craft and
Equipment described in Annex I.
The Contractor shall consult with the Company if there is any need for substantial change in the Method
of Work and/or Personnel, Craft or Equipment. (See Clause 4 hereof).
3. Company Representative
The methods and procedures to be employed in the services shall at all times be discussed and agreed
between the Company and the Contractor. A representative of the Company will be available during the
operations with the full authority to act on behalf of the Company. The Company will use its best
endeavours to provide all information required by the Contractor.
In addition, the Company will provide at its sole risk and expense sufficient officers or their equivalents,
who are fully conversant with the cargo system and/or layout of the Vessel, and who should be in
attendance when reasonably required during the operations in order to provide advice as and when
requested by the Contractor.
4. Change of Method of Work and/or Personnel, Craft and Equipment.
4.1 The Rates of Hire are based upon the Nature of the Services, as set out in Box 7,
Method of Work, and Personnel, Craft and Equipment, as set out in Annexes I and II, and
the Description, Specifications, Position, Condition of the Vessel and the Worksite, as set
out in Boxes 4, 5 and 6. If before or during the operation, and without fault on the part of
the Contractor, there is a substantial change in the work to be done under this Agreement,
or in the Personnel, Craft an Equipment required to undertake the services due to:
4.1.1 any misdescription by the Company or error in the specification provided by the
Company, upon which the Contract has relied, or,
4.1.2 a material change in the position and/or condition of the Vessel or the worksite,
the Contractor shall forthwith give notice in writing thereof to the Company and of the estimated
additional costs to effect the services.
4.2 The parties shall, without delay, consult each other to reach agreement on the amount of the
additional costs to be added to the Rates of Hire.
4.3 Alternatively the parties may by agreement refer the matter to Arbitration in accordance with the
provisions of this Agreement for a decision by the Arbitrator on the reasonableness and quantum of such
extra costs.
In the event the matter is referred to Arbitration the Contractor will continue to provide the services set
out in Box 7, without prejudice to his claim for additional remuneration.
4.4 If, as a result of a material change in the position and/or condition of the Vessel or the worksite,
subsequent to entering this Agreement, the services set out in Box 7 and Annex I become easier to
perform in terms of personnel, craft and/or equipment requirements, then:
4.4.1 The company may, subject to the provisions of Clause 10.4 hereof, seek a
reduction in respect of the monies payable pursuant to Clause 10.1 hereof;
Page 169
4.4.2 in the event of a failure to agree the amount of any such reduction, then such
dispute shall be dealt with pursuant to the provisions of Clause 18 hereof.
5. Miscellaneous
5.1 The Company shall arrange and pay for any marking of the Vessel and cautioning
required. The Contractor shall arrange and pay for any marking or cautioning required in
respect of its own equipment during the services under this Agreement.
5.2 The Contractor may make reasonable use of Vessel's machinery, gear, equipment,
anchors, chains, stores and other appurtenances during and for the purposes of these
services free of expense but shall not unnecessarily damage, abandon or sacrifice the same
or any property the subject of this Agreement.
5.3 Subject to approval of the Company which shall not be unreasonably withheld, and
subject to it being permitted by the competent authorities, the Contractor shall be entitled
to remove, dispose or jettison cargo, or parts of the Vessel, or equipment from the Vessel
if such action is considered by the Contractor to be reasonably necessary to perform the
services under this Agreement.
5.4 The Company will provide the Contractor with such plans and drawings of the
Vessel, cargo manifests, stowage plans, etc. as the Contractor may require.
6. Permits
All necessary licenses, approval, authorizations or permits required to undertake and complete the
services without let or hindrance shall be obtained, maintained and paid for by the party identified in Box
9 of this Agreement. The other party shall provide the party identified in Box 9 of this Agreement with
all reasonable assistance in connection with the obtaining of such licenses, approvals, authorizations or
permits.
7. Delays
If the Contractor is prevented from performing any meaningful work in and about the services under this
Agreement due to any reason outside its control, then during all such delays the Contractor shall be
remunerated by the Company at the appropriate rate set out in Box 10 which shall apply on a pro rata
basis for parts of a working day.
The Company shall promptly advise the Contractor of all periods when it considers the Standby Rate
should apply, and shall confirm same in writing as soon as possible.
8. Suspension or Termination
8.1 The Company has the right to suspend or terminate the services to be carried out under this
Agreement at any time, provided always that notice of such suspension or termination is given to the
Contractor in writing. In such event the Contractor is entitled to be paid all sums due at the time of
suspension or termination in accordance with the provisions of Box 10.
8.2 Such suspension or termination of the services will be carried out with all reasonable despatch by the
Page 170
Contractor, subject always to the safety of Personnel, Craft and Equipment involved in the services. Any
additional direct expenses arising as a consequence of the instructions to suspend or terminate the
services shall be for the account of the Company.
8.3 If permission to suspend or terminate is not given by the competent authorities the Contractor shall
be paid by the Company at the appropriate rate set out in Box 10 for Personnel, Craft and Equipment
during any standby period, and the Company shall be liable for the Contractor's reasonable and necessary
costs of continuing with the services.
9. Delivery
9.1 The Vessel shall be accepted forthwith and taken over by the Company or its duly authorised
representative at the place of delivery indicated in Box 8. References to delivery or the place of delivery
shall include disposal or the place of disposal, if applicable.
The place of delivery shall always be safe and accessible for the Contractor's own or hired-in craft and
the Vessel to enter and operate in and shall be a place where the Contractor is permitted by governmental
or other authorities to deliver or dispose of the Vessel.
In the event the Vessel is not accepted forthwith by the Company or delivery is prevented or delayed by
action of governmental or other authorities outside the control of the Contractor, all costs necessarily
incurred by the Contractor from the moment of the tender for delivery shall be for account of the
Company, and the Daily Rate of Hire shall continue to be payable to the Contractor.
9.2 If the Company fails, on completion of the services, to take delivery of the Vessel within five (5)
days of the Contractor tendering written notice of delivery, or if in the opinion of the Contractor the
Vessel is likely to deteriorate, decay, become worthless or incur charges whether for storage or otherwise
in excess of its value, the Contractor may, without prejudice to any other claims the Contractor may have
against the Company, without notice and without any responsibility whatsoever attaching to the
Contractor, sell or dispose of the Vessel and apply the proceeds of sale in reduction of the sums due to
the Contractor from the Company under this Agreement. Any remaining proceeds will be refunded to the
Company.
In the event that such sale or other disposal of the Vessel fails to raise sufficient net funds to pay the
monies due to the Contractor under the terms of this Agreement then the Company shall remain liable to
the Contractor for any such shortfall.
9.3 Reference to delivery of the Vessel shall include parts of the Vessel and/or cargo and/or any other
thing emanating from the Vessel and such delivery may take place at different times and different places.
10.1 The Company shall pay the Contractor the Daily Working and Standby Rates of Hire for Personnel,
Craft and Equipment set out in Box 10.
10.2 Such hire shall be fully and irrevocably earned on a daily basis and shall be non-returnable.
10.3 Within 14 days of termination or completion of the Services set out in Box 7 the Contractor shall
return any overpayments to the Company.
Page 171
10.4 All monies due and payable to the Contractor under this Agreement shall be paid without any
discount, deduction, set-off, lien, claim or counterclaim.
10.5 All payments to the Contractor shall be made in the currency and to the bank account stipulated in
Box 11.
10.6 If any amount payable under this Agreement has not been paid within seven (7) days of the due
date, or if the security required in accordance with Clause 13 is not provided within five (5) banking days
following the request by the Contractor, then at any time thereafter the Contractor shall be entitled to
terminate this Agreement without prejudice to the sums already due to the Contractor and to any further
rights or remedies which the Contractor may have against the Company. Provided always that the
Contractor shall give the Company at least three (3) working days notice of its intention to exercise this
right.
11. Time of Payment and Interest
The Contractor shall promptly invoice the Company for all sums payable under this Agreement. If any sums which
become due and payable are not actually received by the Contractor within the period specified in Box 12 they shall
attract interest in accordance with the rate set out in Box 12.
12. Extra Costs
The following expenses/costs shall be paid by the Company as and when they fall due:
12.1 all port expenses, pilotage charges, harbour and canal dues and all other expenses of a similar
nature levied upon or payable in respect of the Vessel and the Contractor's own or hired-in craft;
12.2 the costs of the services of any assisting tugs when reasonably deemed necessary by the Contractor
or prescribed by port or other authorities;
12.3 all costs in connection with clearance, agency fees, visas, guarantees and all other expenses of such
kind;
12.4 all taxes and social security charges (other than those normally payable by the Contractor in the
country where it has its principal place of business), stamp duties, or other levies payable in respect of or
in connection with this Agreement, any import - export dues and any customs or excise duties;
12.5 all costs incurred due to requirements of governmental or other authorities or unions over and
above those costs which would otherwise be reasonably incurred by the Contractor in the execution of
the Agreement;
12.6 all reasonable costs of transportation of equipment and the travel and accommodation costs of
personnel identified in Annex I, (other than the crews of craft utilised in the services);
12.7 all costs incurred by the Contractor in respect of portable salvage equipment, materials, or stores
which are lost, damaged or consumed during the services.
If any such expenses/costs are in fact paid by or on behalf of the Contractor, (notwithstanding that the
Contractor shall under no circumstances be under any obligation to make such payments on behalf of the
Company), the Company shall reimburse the Contractor on the basis of the actual cost to the Contractor
Page 172
plus a handling charge of the percentage amount indicated in Box 13 upon presentation of invoice.
13. Security
The Company shall provide on signing of this Agreement an irrevocable and unconditional security in a form and
amount as agreed between the parties.
If required by the Contractor and also in the event that initially no security is requested, the Company shall provide
security or further security in a form and amount as agreed between the parties for all or part of any amount which may
be or become due under this Agreement. Such security shall be given on one or more occasions as and when required by
the Contractor.
14. Liabilities
14.1.1 The Contractor will indemnify and hold the Company harmless in respect of any liability
adjudged due or claim reasonably compromised arising out of injury or death occurring during the
services hereunder to any of the following persons:
- anyservant or agent of the Contractor;
-any other person at or near the site of the operations for whatever purpose on behalf or at the request of
the Contractor.
14.1.2 The Company will indemnify and hold the Contractor harmless in respect of any liability
adjudged due or claim reasonably compromised arising from injury or death occurring during the
-any servant or agent of the Company;
the Company.
14.2.1 Neither the Company nor its servants or agents shall have any liability to the Contractor for loss
or damage of whatsoever nature sustained by the Contractor's owned or hired-in craft or equipment,
(excluding portable salvage equipment, materials or stores which are lost, damaged, or consumed during
the services), whether or not the same is due to breach of contract, negligence or any other fault on the
part of the Company, its servants or agents.
14.3 Save as otherwise expressly stipulated in this Agreement neither the Contractor nor the Company
shall be liable to the other party for loss of profit, loss of use, loss of production or any other indirect or
consequential damage for any reason whatsoever.
15. Himalaya Clause
or provided by this Agreement for the benefit of the Contractor or the Company shall by this Agreement for the benefit
of the Contractor or the Company shall also apply to and be for the benefit of their respective subcontractors, operators,
Page 173
the Vessel's owners (if the Company is the demise/bareboat charterer), masters, officers and crews and to and be for the
benefit of all bodies corporate parent of, subsidiary to, affiliated with or under the same management as either of them,
as well as all directors, officers, servants and agents of the same and to and be for the benefit of all parties performing
services within the scope of this Agreement for or on behalf of the Contractor or the Company as servants, agents and
subcontractors of such parties. The Contractor or the Company shall be deemed to be acting as agent or trustee of and
for the benefit of all such persons, entities and Vessels set forth above but only for the limited purpose of contracting for
the extension of such benefits of such persons, bodies and Vessels.
16. Lien
Without prejudice to any other rights which the Contractor may have, whether in rem or in personam, the Contractor
shall be entitled to exercise a possessory lien upon the Vessel in respect of any amount howsoever or whatsoever due to
the Contractor under this Agreement and shall for the purpose of exercising such possessory lien be entitled to take
and/or keep possession of the Vessel, provided always that the Company shall pay to the Contractor all costs and
expenses howsoever or whatsoever incurred by or on behalf of the Contractor in exercising or attempting or preparing
to exercise such lien.
17. Time for Suit
Any claim which may arise out of or in connection with this Agreement or any of the services performed hereunder
shall be notified by telex, facsimile, cable or otherwise in writing to the party against whom such claim is made, within
12 months of completion or termination of the services hereunder, or within 12 months of any claim by a third party,
whichever is later. Any suit shall be brought within one year of the notification to the party against whom the claim is
made. If either of these conditions is not complied with the claim and all rights whatsoever and howsoever shall be
absolutely barred and extinguished.
18. Governing Law and Arbitration
18.1 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 London in accordance with the
Arbitration Act 1996 or any statutory modification or re-enactment thereof for the time being in force.
Any dispute arising hereunder shall be referred to the arbitrament of a sole Arbitrator, to be selected by
the first party claiming arbitration from the persons currently on the panel of Lloyd's Salvage Arbitrator
with a right of appeal from an award made by the Arbitrator to either party by notice in writing to the
other within 28 days of the date of publication of the original Arbitrator's Award.
The Arbitrator on appeal shall be the person currently acting as Lloyd's Appeal Arbitrator.
No suit shall be brought before another Tribunal, or in another jurisdiction, except that either party shall
have the option to bring proceedings to obtain conservative seizure or other similar remedy against any
assets owned by the other party in any state or jurisdiction where such assets may be found.
Both the Arbitrator and an Appeal Arbitrator shall have the same powers as an Arbitrator and an Appeal
Arbitrator under LOF 1995 or any standard revision thereof, including a power to order a payment on
account of any monies due to the Contractor pending final determination of any dispute between the
parties hereto.
18.2 Any dispute arising out of this Agreement shall be referred to Arbitration at the place indicated in
Box 14 subject to the procedures applicable there. The laws of the place indicated in Box 14 shall govern
Page 174
this Agreement.
18.3 If Box 14 is not filled in, Clause 18.1 shall apply.
ANNEX I TO INTERNATIONAL WRECK REMOVAL AND MARINE SERVICES

AGREEMENT(DAILY HIRE)
CODE NAME: "WRECKHIRE 99" ____________________
Dated:
Vessel:
Schedule of Personnel, Craft and Equipment (Cl. 2, 4.1, 4.4 and 12.6)
ANNEX II TO INTERNATIONAL WRECK REMOVAL AND MARINE SERVICES AGREEMENT

(DAILY HIRE)
CODE NAME: "WRECKHIRE 99" ____________________
Dated:
Vessel:
Method of Work and Estimated Time Schedule (Cl. 2 and 4.1)
Legal Topics:
FOOTNOTES:
(n1)Footnote *. BIMCO's permission to republish is gratefully acknowledged.
Page 175
19 of 129 DOCUMENTS

FORM No. 18-13 WRECKSTAGE 99
International Wreck Removal and Marine Services Agreement (Lump Sum -- Stage Payments) n*
PART II
1. Definition
described in Box 4.
2. The Services
Page 176
of Work, and/or Personnel Craft or Equipment. In the event that time does not permit such consultation,
or agreement to the proposed change(s) is unreasonably withheld, then the Contractor may proceed with
such change(s). (See Clause 4 hereof).
If reasonably required by the Contractor a representative of the Company will be available during the
4.1 The lump sum is based upon the Nature of the Services, as set out in Box 7, and the
Personnel, Craft and Equipment, and Method of Work, as set out in Annexes I and II, and
the Description, Specifications, Position, Condition of the Vessel and the Worksite, as set
out in Boxes 4, 5 and 6.
If before or during the operation, and without fault on the part of the Contractor, there is a
substantial change in the work to be done under this Agreement, or in the Personnel, Craft
an Equipment required to undertake the services due to:
the Contractor shall forthwith give notice in writing thereof to the Company and of the
estimated additional costs to effect the services.
4.2 The parties shall, without delay, consult each other to reach agreement on the amount
of the additional costs to be added to the lump sum. In the event that the parties are unable
to reach agreement on the additional costs within 5 days of the Contractor providing
details of the extra costs, either party may terminate the services under this Agreement,
without prejudice to any claim the Contractor may have under Clause 4.1.1 above,
provided always that such termination is permitted by the competent authorities. In such
event the Contractor is entitled to be paid all sums due at the time of termination in
accordance with the provisions of Boxes 10, 13, 14 and 15.
If permission to terminate is not given by the competent authorities the Contractor shall
be paid by the Company at the Delay Payment Rate set out in Box 14 during any standby
period, and the Company shall be liable for the Contractor's reasonable and necessary
Page 177
costs of continuing with the services.
4.3 Alternativelythe parties may by agreement refer the matter to Arbitration in

accordance with the provisions of this Agreement for a decision by the Arbitrator on the
reasonableness and quantum of such extra costs.
In the event the matter is referred to Arbitration the Contractor will continue to provide
the services set out in Box 7 without prejudice to his claim for additional remuneration.
4.4 If, as a result of a material change in the position and/or condition of the Vessel, or
the worksite, subsequent to entering this Agreement, the services set out in Box 7 and
Annex I become easier to perform in terms of personnel, craft and/or equipment
requirements, then:
4.4.1 The company may, subject to the provisions of Clause 10.3 hereof, seek a reduction
in respect of the monies payable pursuant to Clause 10.1 hereof;
5. Miscellaneous
5.1 The Company shall arrange and pay for any marking of the Vessel and cautioning
required. The Contractor shall arrange and pay for any marking or cautioning required in
respect of its own equipment during the services under this Agreement.
5.2 The Contractor may make reasonable use of Vessel's machinery, gear, equipment,
anchors, chains, stores and other appurtenances during and for the purposes of these
services free of expense but shall not unnecessarily damage, abandon or sacrifice the same
or any property the subject of this Agreement.
5.3 Subject to approval of the Company which shall not be unreasonably withheld, and
subject to it being permitted by the competent authorities, the Contractor shall be entitled
to remove, dispose or jettison cargo, or parts of the Vessel, or equipment from the Vessel
if such action is considered by the Contractor to be reasonably necessary to perform the
services under this Agreement.
5.4 The Company will provide the Contractor with such plans and drawings of the
Vessel, cargo manifests, stowage plans, etc. as the Contractor may require.
6. Permits
All necessary licenses, approval, authorizations or permits required to undertake and complete the
services without let or hindrance shall be obtained, maintained and paid for by the party identified in Box
9 of this Agreement. The other party shall provide the party identified in Box 9 of this Agreement with
all reasonable assistance in connection with the obtaining of such licenses, approvals, authorisations or
permits.
7. Delays
Page 178
If the Contractor is delayed in performing its obligations under this Agreement due to adverse weather or
sea conditions, in exceeds of the number of days set out in Box 16, or due to any reason outside of the
control of the Contractor, the Contractor shall receive from the Company any an additional compensation
- per working day or pro rata - at the rate set out in Box 14, for the time the Contractor is delayed in
commencing or continuing the services with the customary progress. The Company shall be promptly
advised by the Contractor about all delays, which shall be confirmed in writing as soon as possible.
8. Suspension or Termination
8.1 The Company may terminate this Agreement at any time prior to commencement of
mobilisation of either the Personnel or the Craft or the Equipment identified in Annex I,
whichever may be the first, upon payment of the Cancellation Fee set out in Box 15.
8.2 The Contractor, with the agreement of the Company, which shall not be unreasonably
withheld, may terminate this Agreement without any further liability if completion of the
services or any agreed change of work under Clause 4 hereof, utilising the Personnel,
Craft and Equipment set out in Annex I, or any amendment thereto, becomes technically
or physically impossible. In the event of such termination, the Contractor shall be entitled
to payment of all monies due in accordance with the provisions of Boxes 10, 13 and 14.
8.3 If permission to suspend or terminate is not given by the competent authorities the
Contractor shall be paid by the Company at the Delay Payment Rate out in Box 14 for
Personnel, Craft and Equipment during any standby period, and the Company shall be
liable for the Contractor's reasonable and necessary costs of continuing with the services.
9. Delivery
9.1 The Vessel shall be accepted forthwith and taken over by the Company or its duly
authorised representative at the place of delivery indicated in Box 8. References to
delivery or the place of delivery shall include disposal or the place of disposal, if
applicable.
The place of delivery shall always be safe and accessible for the Contractor's own or
hired-in craft and the Vessel to enter and operate in and shall be a place where the
Contractor is permitted by governmental or other authorities to deliver or dispose of the
Vessel.
In the event the Vessel is not accepted forthwith by the Company or delivery is prevented
or delayed by action of governmental or other authorities outside the control of the
Contractor, all costs necessarily incurred by the Contractor from the moment of the tender
for delivery shall be for account of the Company.
These costs shall be in addition to any delay payment as set out in Box 14.
9.2 If it is considered by the Contractor to be impossible or unsafe for the Vessel to be

delivered or disposed of at the place indicated in Box 8 and the Company is unable to
nominate an acceptable alternative place, the Contractor is at liberty to deliver or dispose
of the Vessel at the nearest place it can reach safely and without unreasonable delay, any
such delivery or disposal shall be deemed a due fulfilment by the Contractor of this
Agreement.
Page 179
The Company shall reimburse the Contractor for any additional time used pursuant to this
sub-clause at the Delay Payment Rate set out in Box 14, and shall be liable to the
Contractor for any additional expenses arising under this sub-clause.
9.3 In the event the Vessel is delivered under the control of pumps and/or compressors or
other equipment the Company shall with all due dispatch arrange for their own equipment
and operators to replace the Contractor's equipment and their operators.
Until such replacement the Company shall pay the Contractor for the use of its equipment
and operators at reasonable rates as from the day of delivery, until and including the day
of arrival of the equipment and personnel at the Contractor's base, plus any additional
costs relating thereto and incurred by the Contractor.
9.4 If the Company fails, on completion of the services, to take delivery of the Vessel
within five (5) days of the Contractor tendering written notice of delivery, or if in the
opinion of the Contractor the Vessel is likely to deteriorate, decay, become worthless or
incur charges whether for storage or otherwise in excess of its value, the Contractor may,
without prejudice to any other claims the Contractor may have against the Company,
without notice and without any responsibility whatsoever attaching to the Contractor, sell
or dispose of the Vessel and apply the proceeds of sale in reduction of the sums due to the
Contractor from the Company under this Agreement. Any remaining proceeds will be
refunded to the Company.
In the event that such sale or other disposal of the Vessel fails to raise sufficient net funds
to pay the monies due to the Contractor under the terms of this Agreement then the
Company shall remain liable to the Contractor for any such shortfall.
9.5 Reference to delivery of the Vessel shall include parts of the Vessel and/or cargo
and/or any other thing emanating from the Vessel and such delivery may take place at
different times and different places.
10.1 The Company shall pay the Contractor for the services the sum set out in Box 10,
(hereinafter called "the lump sum"), which amount shall be due and payable as set out in
Box 10.
10.2 Each instalment of the lump sum shall be fully and irrevocably earned at the
moment it is due as set out in Box 10. Any other monies due under this Agreement shall
be fully and irrevocably earned on a daily basis or pro rata.
10.3 All monies due and payable to the Contractor under this Agreement shall be paid
without any discount, deduction, set-off, lien, claim or counterclaim.
10.4 All payments to the Contractor shall be made in the currency and to the bank
account stipulated in Box 11.
10.5 If any amount payable under this Agreement has not been paid within seven (7) days
of the due date, or if the security required in accordance with Clause 13 is not provided
Page 180
within five (5) banking days following the request by the Contractor, then at any time
thereafter the Contractor shall be entitled to terminate this Agreement without prejudice to
the sums already due to the Contractor and to any further rights or remedies which the
Contractor may have against the Company. Provided always that the Contractor shall give
the Company at least three (3) working days notice of its intention to exercise this right.
The Contractor shall promptly invoice the Company for all sums payable under this Agreement. If any
sums which become due and payable are not actually received by the Contractor within the period
specified in Box 12 they shall attract interest in accordance with the rate set out in Box 12.
12. Extra Costs
The following expenses/costs shall be paid by the Company as and when they fall due by the respective
parties as indicted in Box 13:
12.1 all port expenses, pilotage charges, harbour and canal dues and all other expenses of
a similar nature levied upon or payable in respect of the Vessel and the Contractor's own
or hired-in craft;
12.2 the costs of the services of any assisting tugs when reasonably deemed necessary by
the Contractor or prescribed by port or other authorities;
12.3 all costs in connection with clearance, agency fees, visas, guarantees and all other
expenses of such kind;
12.4 all taxes and social security charges (other than those normally payable by the
Contractor in the country where it has its principal place of business), stamp duties, or
other levies payable in respect of or in connection with this Agreement, any import -
export dues and customs or excise duties;
12.5 all costs incurred due to requirements of governmental or other authorities or unions
over and above those costs which would otherwise be reasonably incurred by the
Contractor in the execution of the Agreement;
12.6 all costs incurred by the Contractor in respect of portable salvage equipment,
materials, or stores which are reasonably sacrificed during the disposal, or other
operations on the Vessel.
If any or all of the above expenses/costs identified in Box 13 are payable by the
Company, they shall be paid by the Company direct to those entitled to them. If, however,
any such expenses/costs are in fact paid by or on behalf of the Contractor,
(notwithstanding that the Contractor shall under no circumstances be under any obligation
to make such payments on behalf of the Company) the Company shall reimburse the
Contractor on the basis of the actual cost to the Contractor plus a handling charge of the
percentage amount indicated in Box 13 upon presentation of invoice.
13. Security
Page 181
The Company shall provide on signing of this Agreement an irrevocable and unconditional security in a
form and amount as agreed between the parties. If required by the Contractor and also in the event that
initially no security is requested, the Company shall provide security or further security in a form and
amount as agreed between the parties for all or part of any amount which may be or become due under
this Agreement. Such security shall be given on one or more occasions as and when required by the
Contractor.
14. Liabilities
14.1.1 The Contractor will indemnify and hold the Company harmless in respect of any
liability adjudged due or claim reasonably compromised arising out of injury or death
occurring during the services hereunder to any of the following persons:
-any servant or agent of the Contractor;
-any other person at or near the site of the operations for whatever purpose on behalf or at
the request of the Contractor.
14.1.2 The Company will indemnify and hold the Contractor harmless in respect of any
liability adjudged due or claim reasonably compromised arising from injury or death
occurring during the services hereunder to any of the following persons:
-any other person at or near the site of the operations for whatever purpose on behalf or at
the request of the Company.
14.2.1 Neither the Company nor its servants or agents shall have any liability to the
Contractor for loss or damage of whatsoever nature sustained by the Contractor's owned
or hired-in craft or equipment, (excluding portable salvage equipment, materials or stores
which are reasonably sacrificed during the disposal or other operations on the Vessel,
unless the Contractor is the party responsible for such costs as indicated in Box 13(a)),
whether or not the same is due to breach of contract, negligence or any other fault on the
part of the Company, its servants or agents.
14.2.2 Neither the Contractor nor its servants or agents shall have any liability to the
Company for loss or damage of whatsoever nature sustained by the Vessel, whether or not
the same is due to breach of contract, negligence or any other fault on the part of the
Contractor, its servants or agents.
14.3 Save as otherwise expressly stipulated in this Agreement neither the Contractor nor
the Company shall be liable to the other party for loss of profit, loss of use, loss of
production or any other indirect or consequential damage for any reason whatsoever.
15. Himalaya Clause
All exceptions, exemptions, defences, immunities, limitations of liability, indemnities, privileges and
conditions granted or provided by this Agreement for the benefit of the Contractor or the Company shall
by this Agreement for the benefit of the Contractor or the Company shall also apply to and be for the
benefit of their respective sub-contractors, operators, the Vessel's owners (if the Company is the
Page 182
demise/bareboat charterer), masters, officers and crews and to and be for the benefit of all bodies
corporate parent of, subsidiary to, affiliated with or under the same management as either of them, as
well as all directors, officers, servants and agents of the same and to and be for the benefit of all parties
performing services within the scope of this Agreement for or on behalf of the Contractor or the
Company as servants, agents and sub-contractors of such parties. The Contractor or the Company shall
be deemed to be acting as agent or trustee of and for the benefit of all such persons, entities and vessels
set forth above but only for the limited purpose of contracting for the extension of such benefits of such
persons, bodies and vessels.
16. Lien
Without prejudice to any other rights which the Contractor may have, whether in rem or in personam, the
Contractor shall be entitled to exercise a possessory lien upon the Vessel in respect of any amount
howsoever or whatsoever due to the Contractor under this Agreement and shall for the purpose of
exercising such possessory lien be entitled to take and/or keep possession of the Vessel, provided always
that the Company shall pay to the Contractor all costs and expenses howsoever or whatsoever incurred
by or on behalf of the Contractor in exercising or attempting or preparing to exercise such lien.
17. Time for Suit
Any claim which may arise out of or in connection with this Agreement or any of the services performed
hereunder shall be notified by telex, facsimile, cable or otherwise in writing to the party against whom
such claim is made, within 12 months of completion or termination of the services hereunder, or within
12 months of any claim by a third party, whichever is later. Any suit shall be brought within one year of
the notification to the party against whom the claim is made. If either of these conditions is not complied
with the claim and all rights whatsoever and howsoever shall be absolutely barred and extinguished.
18.1 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 London in
accordance with the Arbitration Act 1996 or any statutory modification or re-enactment
thereof for the time being in force.
Any dispute arising hereunder shall be referred to the arbitrament of a sole Arbitrator, to
be selected by the first party claiming arbitration from the persons currently on the panel
of Lloyd's Salvage Arbitrator, with a right of appeal from an award made by the Arbitrator
to either party by notice in writing to the other within 28 days of the date of publication of
the original Arbitrator's Award.
The Arbitrator on appeal shall be the person currently acting as Lloyd's Appeal
Arbitrator.
No suit shall be brought before another Tribunal, or in another jurisdiction, except that
either party shall have the option to bring proceedings to obtain conservative seizure or
other similar remedy against any assets owned by the other party in any state or
jurisdiction where such assets may be found.
Both the Arbitrator and an Appeal Arbitrator shall have the same powers as an Arbitrator
and an Appeal Arbitrator under LOF 1995 or any standard revision thereof, including a
Page 183
power to order a payment on account of any monies due to the Contractor pending final
determination of any dispute between the parties hereto.
18.2 Any dispute arising out of this Agreement shall be referred to Arbitration at the
place indicated in Box 17 subject to the procedures applicable there. The laws of the place
indicated in Box 17 shall govern this Agreement.
ANNEX I TO INTERNATIONAL WRECK REMOVAL AND MARINE SERVICES AGREEMENT

(LUMP SUM -- STAGE PAYMENTS)
CODE NAME: "WRECKSTAGE 99" ____________________
Dated:
Vessel:
Schedule of Personnel, Craft and Equipment (Cl. 2, 4.1, 4.4, 8.1 and 8.2)
ANNEX II TO INTERNATIONAL WRECK REMOVAL AND MARINE SERVICES AGREEMENT

(LUMP SUM -- STAGE PAYMENTS)
CODE NAME: "WRECKSTAGE 99" ____________________
Dated:
Vessel:
Legal Topics:
FOOTNOTES:
Page 184
20 of 129 DOCUMENTS

FORM No. 18-14 WRECKFIXED 99
International Wreck Removal and Marine Services Agreement (Fixed Price -- "No Cure, No Pay") n*
PART II
1. Definition
described in Box 4.
2. The Services
The services shall be rendered under the principle of no cure, no pay.
Page 185
of Work, and/or Personnel Craft or Equipment. In the event that time does not permit such consultation,
or agreement to the proposed change(s) is unreasonably withheld, then the Contractor may proceed with
such change(s), subject to any necessary approval of the authorities. (See Clause 4 hereof).
If reasonably required by the Contractor a representative of the Company will be available during the
4.1 The lump sum figure stated in Box 10 is based upon the Nature of the Services, as set
out in Box 7, and the Personnel, Craft and Equipment, and Method of Work, as set out in
Annexes I and II, and the Description, Specifications, Position, Condition of the Vessel
and the Worksite, as set out in Boxes 4, 5 and 6.
If before or during the operation, and without fault on the part of the Contractor, there is a
substantial change in the work to be done under this Agreement, or in the Personnel, Craft
an Equipment required to undertake the services due to:
the Contractor shall forthwith give notice in writing thereof to the Company and of the
estimated additional costs to effect the services.
4.2 The parties shall, without delay, consult each other to reach agreement on the amount of the
additional costs to be added to the lump sum. In the event that the parties are unable to reach agreement
on the additional costs within 5 days of the Contractor providing details of the extra costs, either party
may terminate the services under this Agreement, without prejudice to any claim the Contractor may
have under Clause 4.1.1 above, provided always that such termination is permitted by the competent
authorities. If permission to terminate is not given by the competent authorities, then the Contractor will
continue to provide the services set out in Box 7, without prejudice to his claim for additional
remuneration.
4.3 Alternatively the parties may by agreement refer the matter to Arbitration in accordance with the
provisions of this Agreement for a decision by the Arbitrator on the reasonableness and quantum of such
Page 186
extra costs.
In the event the matter is referred to Arbitration the Contractor will continue to provide the services set
out in Box 7, without prejudice to his claim for additional remuneration.
4.4 If, as a result of a material change in the position and/or condition of the Vessel, or the worksite,
subsequent to entering this Agreement, the services set out in Box 7 and Annex I become easier to
perform in terms of personnel, craft and/or equipment requirements, then:
4.4.1 The company may, subject to the provisions of Clause 9.2 hereof, seek a reduction
in respect of the monies payable pursuant to Clause 9.1 hereof;
5. Miscellaneous
5.1 The Company shall arrange and pay for any marking of the Vessel and cautioning required. The
Contractor shall arrange and pay for any marking or cautioning required in respect of its own equipment
during the services under this Agreement.
5.2 The Contractor may make reasonable use of Vessel's machinery, gear, equipment, anchors, chains,
stores and other appurtenances during and for the purposes of these services free of expense but shall not
unnecessarily damage, abandon or sacrifice the same or any property the subject of this Agreement.
5.3 Subject to approval of the Company which shall not be unreasonably withheld, and subject to it
being permitted by the competent authorities, the Contractor shall be entitled to remove, dispose or
jettison cargo, or parts of the Vessel, or equipment from the Vessel if such action is considered by the
Contractor to be reasonably necessary to perform the services under this Agreement.
5.4 The Company will provide the Contractor with such plans and drawings of the Vessel, cargo
manifests, stowage plans, etc. as the Contractor may require.
6. Permits
All necessary licenses, approval, authorizations or permits required to undertake and complete the services without let
or hindrance shall be obtained, maintained and paid for by the party identified in Box 9 of this Agreement. The other
party shall provide the party identified in Box 9 of this Agreement with all reasonable assistance in connection with the
obtaining of such licenses, approvals, authorisations or permits.
7. Termination
7.1 The Company may terminate this Agreement at any time prior to commencement of mobilisation of
either the Personnel or the Craft or the Equipment identified in Annex I, whichever may be the first,
upon payment of the Cancellation Fee set out in Box 13.
7.2 The Contractor, with the agreement of the Company, which shall not be unreasonably withheld, may
terminate this Agreement without any further liability if completion of the services or any agreed change
of work under Clause 4 hereof, utilising the Personnel, Craft and Equipment set out in Annex I, or any
amendment thereto, becomes technically or physically impossible.
Page 187
8. Delivery
8.1 The Vessel shall be accepted forthwith and taken over by the Company or its duly authorised
representative at the place of delivery indicated in Box 8. References to delivery or the place of delivery
shall include disposal or the place of disposal, if applicable.
The place of delivery shall always be safe and accessible for the Contractor's own or hired-in craft and
the Vessel to enter and operate in and shall be a place where the Contractor is permitted by governmental
or other authorities to deliver or dispose of the Vessel.
In the event the Vessel is not accepted forthwith by the Company all costs incurred by the Contractor
from the moment of the tender for delivery shall be for account of the Company. However, in the event
that delivery is prevented or delayed by action of governmental or other authorities, even if outside the
control of the Contractor, all costs necessarily incurred by the Contractor from the moment of the tender
for delivery shall be for the account of the Contractor.
8.2 If it is considered by the Contractor to be impossible or unsafe for the Vessel to be delivered or
disposed of at the place indicated in Box 8, and the Company is unable to nominate an acceptable
alternative place the Contractor is at liberty to deliver or dispose of the Vessel at the nearest place it can
reach safely and without unreasonable delay, provided delivery or disposal at such place is permitted by
governmental or other authorities, and such delivery or disposal shall be deemed a due fulfilment by the
Contractor of this Agreement.
8.3 In the event the Vessel is delivered under the control of pumps and/or compressors or other
equipment the Company shall with all due dispatch arrange for their own equipment and operators to
replace the Contractor's equipment and their operators.
Until such replacement the Company shall pay the Contractor for the use of its equipment and operators
at reasonable rates as from the day of delivery, until and including the day of arrival of the equipment
and personnel at the Contractor's base, plus any additional costs relating thereto and incurred by the
Contractor.
8.4 If the Company fails, on completion of the services, to take delivery of the Vessel within five (5)
days of the Contractor tendering written notice of delivery, or if in the opinion of the Contractor the
Vessel is likely to deteriorate, decay, become worthless or incur charges whether for storage or otherwise
in excess of its value, the Contractor may, without prejudice to any other claims the Contractor may have
against the Company, without notice and without any responsibility whatsoever attaching to the
Contractor, sell or dispose of the Vessel and apply the proceeds of sale in reduction of the sums due to
the Contractor from the Company under this Agreement. Any remaining proceeds will be refunded to the
Company.
In the event that such sale or other disposal of the Vessel fails to raise sufficient net funds to pay the
monies due to the Contractor under the terms of this Agreement then the Company shall remain liable to
the Contractor for any such shortfall.
8.5 Reference to delivery of the Vessel shall include parts of the Vessel and/or cargo and/or any other
thing emanating from the Vessel and such delivery may take place at different times and different places.

Page 188
9.1 The Company shall pay the Contractor for the services the sum set out in Box 10, (hereinafter called
"the lump sum"), which amount shall be due and payable upon completion of the services as described in
Box 7.
9.2 All monies due and payable to the Contractor under this Agreement shall be paid without any
discount, deduction, set-off, lien, claim or counterclaim.
9.3 All payments to the Contractor shall be made in the currency and to the bank account stipulated in
Box 11.
9.4 If any amount payable under this Agreement has not been paid within seven (7) days of the due date,
or if the security required in accordance with Clause 12 is not provided within five (5) banking days
following the request by the Contractor, then at any time thereafter the Contractor shall be entitled to
terminate this Agreement without prejudice to the sums already due to the Contractor and to any further
rights or remedies which the Contractor may have against the Company. Provided always that the
Contractor shall give the Company at least three (3) working days notice of its intention to exercise this
right.
The Contractor shall promptly invoice the Company for all sums payable under this Agreement. If any sums which
become due and payable are not actually received by the Contractor within the period specified in Box 12 they shall
attract interest in accordance with the rate set out in Box 12.
11. Extra Costs
The following expenses/costs shall be paid by the Company as and when they fall due:
11.1 all port expenses, pilotage charges, harbour and canal dues and all other expenses of a similar
nature levied upon or payable in respect of the Vessel and the Contractor's own or hired-in craft;
11.2 the costs of the services of any assisting tugs when reasonably deemed necessary by the Contractor
or prescribed by port or other authorities;
11.3 all costs in connection with clearance, agency fees, visas, guarantees and all other expenses of such
kind;
11.4 all taxes and social security charges, stamp duties, or other levies payable in respect of or in
connection with this Agreement, any import - export dues and customs or excise duties;
11.5 all costs incurred due to requirements of governmental or other authorities or unions over and
above those costs which would otherwise be reasonably incurred by the Contractor in the execution of
the Agreement.
12. Security
The Company shall provide on signing of this Agreement an irrevocable and unconditional security in a form and
amount as agreed between the parties.
Page 189
If required by the Contractor and also in the event that initially no security is requested, the Company shall provide
security or further security in a form and amount as agreed between the parties for all or part of any amount which may
be or become due under this Agreement. Such security shall be given on one or more occasions as and when required by
the Contractor.
13. Liabilities
13.1.1 The Contractor will indemnify and hold the Company harmless in respect of any liability
adjudged due or claim reasonably compromised arising out of injury or death occurring during the
-any servant or agent of the Contractor;
the Contractor.
13.1.2 The Company will indemnify and hold the Contractor harmless in respect of any liability
adjudged due or claim reasonably compromised arising from injury or death occurring during the
the Company.
13.2.1 Neither the Company nor its servants or agents shall have any liability to the Contractor for loss
or damage of whatsoever nature sustained by the Contractor's owned or hired-in craft or equipment,
(excluding portable salvage equipment, materials or stores which are reasonably sacrificed during the
disposal or other operations on the Vessel), whether or not the same is due to breach of contract,
negligence or any other fault on the part of the Company, its servants or agents.
13.2.2 Neither the Contractor nor its servants or agents shall have any liability to the Company for loss
or damage of whatsoever nature sustained by the Vessel, whether or not the same is due to breach of
contract, negligence or any other fault on the part of the Contractor, its servants or agents.
13.3 Save as otherwise expressly stipulated in this Agreement neither the Contractor nor the Company
shall be liable to the other party for loss of profit, loss of use, loss of production or any other indirect or
consequential damage for any reason whatsoever.
14. Himalaya Clause
or provided by this Agreement for the benefit of the Contractor or the Company shall also apply to and be for the
benefit of their respective sub-contractors, operators, the Vessel's owners (if the Company is the demise/bareboat
charterer), masters, officers and crews and to and be for the benefit of all bodies corporate parent of, subsidiary to,
affiliated with or under the same management as either of them, as well as all directors, officers, servants and agents of
the same and to and be for the benefit of all parties performing services within the scope of this Agreement for or on
behalf of the Contractor or the Company as servants, agents and sub-contractors of such parties. The Contractor or the
Page 190
Company shall be deemed to be acting as agent or trustee of and for the benefit of all such persons, entities and vessels
set forth above but only for the limited purpose of contracting for the extension of such benefits of such persons, bodies
and vessels.
15. Lien
Without prejudice to any other rights which the Contractor may have, whether in rem or in personam, the Contractor
shall be entitled to exercise a possessory lien upon the Vessel in respect of any amount howsoever or whatsoever due to
the Contractor under this Agreement and shall for the purpose of exercising such possessory lien be entitled to take
and/or keep possession of the Vessel, provided always that the Company shall pay to the Contractor all costs and
expenses howsoever or whatsoever incurred by or on behalf of the Contractor in exercising or attempting or preparing
to exercise such lien.
16. Time for Suit
Any claim which may arise out of or in connection with this Agreement or any of the services performed hereunder
shall be notified by telex, facsimile, cable or otherwise in writing to the party against whom such claim is made, within
12 months of completion or termination of the services hereunder, or within 12 months of any claim by a third party,
whichever is later. Any suit shall be brought within one year of the notification to the party against whom the claim is
made. If either of these conditions is not complied with the claim and all rights whatsoever and howsoever shall be
absolutely barred and extinguished.
dispute arising out of this Agreement shall be referred to Arbitration in London in accordance with the
Arbitration Act 1996 or any statutory modification or re-enactment thereof for the time being in force.
Any dispute arising hereunder shall be referred to the arbitrament of a sole Arbitrator, to be selected by
the first party claiming arbitration from the persons currently on the panel of Lloyd's Salvage Arbitrator
with a right of appeal from an award made by the Arbitrator to either party by notice in writing to the
other within 28 days of the date of publication of the original Arbitrator's Award.
The Arbitrator on appeal shall be the person currently acting as Lloyd's Appeal Arbitrator.
No suit shall be brought before another Tribunal, or in another jurisdiction, except that either party shall
have the option to bring proceedings to obtain conservative seizure or other similar remedy against any
assets owned by the other party in any state or jurisdiction where such assets may be found.
Both the Arbitrator and an Appeal Arbitrator shall have the same powers as an Arbitrator and an Appeal
Arbitrator under LOF 1995 or any standard revision thereof, including a power to order a payment on
account of any monies due to the Contractor pending final determination of any dispute between the
parties hereto.
17.2 Any dispute arising out of this Agreement shall be referred to Arbitration at the place indicated in
Box 14, subject to the procedures applicable there. The laws of the place indicated in Box 14 shall
govern this Agreement.

Page 191
ANNEX I TO INTERNATIONAL WRECK REMOVAL AND MARINE SERVICES AGREEMENT (FIXED

PRICE -- "NO CURE, NO PAY")
CODE NAME: "WRECKFIXED 99"

____________________
Dated:
Vessel:
Schedule of Personnel, Craft and Equipment (Cl. 2, 4.1, 4.4, 7.1 and 7.2)
ANNEX II TO INTERNATIONAL WRECK REMOVAL AND MARINE SERVICES AGREEMENT (FIXED

PRICE -- "NO CURE, NO PAY")
CODE NAME: "WRECKFIXED 99"

____________________
Dated:
Vessel:
Legal Topics:
FOOTNOTES:
Page 192
21 of 129 DOCUMENTS

FORM No. 18-16 BIMCO STANDARD CONTRACT FOR THE SALE OF VESSELS FOR DEMOLITION
AND RECYCLING
CODE NAME: "DEMOLISHCON"
PART I
PART II "DEMOLISHCON" Standard Contract for the Sale of Vessels for Demolition and Recycling
Preamble n*
The party stated in Box 2 (hereinafter "the Sellers") has agreed to sell and the party stated in Box 3 (hereinafter "the
Buyers") has agreed to buy the Vessel stated in Box 6 on the following terms and conditions which, in particular,
include an undertaking to comply with the IMO Resolution A.962(23) IMO Guidelines on Ship Recycling (hereinafter
the "IMO Guidelines" in connection with Clause 17 (Safety and Environment).
Definition
"Banking Days" are days on which banks are open both in the country of the currency stipulated for the purchase price
in Clause 2 and at the place of closing.
1. Outright Sale
The Vessel has been accepted by the Buyers without inspection and the sale is outright and definite
subject only to the terms and conditions of this Contract.
2. Purchase Price
The purchase price is the sum stated in Box 37(a) payable in United States Dollars based upon a price
Page 193
per long ton Light Displacement Tonnage (LDT) (see Clause 12) as stated in Box 37(b) calculated on the
basis of the Vessel's LDT as stated in Box 20.
3. Deposit
3.1 As a security for the due fulfilment of this Contract, the Buyers shall pay a deposit as
stated in Box 38 to be placed with the bank stated in Box 38 in the joint names of the
Sellers and the Buyers.
3.2 Such deposit shall be made latest within 3 banking days after the date of signing this
Contract.
3.3 Interest, if any, on such deposit shall be credited to the Buyers.
3.4 Any fees or charges for establishing and holding such deposit shall be borne equally
by the Sellers and the Buyers.
4. Payment
The Buyers shall release the deposit stated in Box 38 to the Sellers and shall pay the balance of the said
purchase price in full to the Sellers' bank stated in Box 39 on delivery latest within 3 banking days from
the time the Sellers have tendered notice of readiness for delivery in accordance with the terms and
conditions of this Contract.
5. Financial Documentation
5.1 In exchange for the payment of the purchase price the Sellers shall furnish the Buyers
with the following documents at the place of closing stated in Box 40(a), which shall be in
English or with a certified English translation if in a language other than English:
(i) a legal bill of sale transferring title of the Vessel and stating that the said Vessel is
free from all encumbrances and maritime liens or any other debts whatsoever, notarially
attested, legalised or apostilled as appropriate by the Consul or other competent authority
stated in Box 40(b);
(ii) the number of commercial invoices mentioned in Box 40(c) signed by the Sellers,
stating the purchase price of the Vessel and her particulars as mentioned in Boxes 6-36 as
applicable;
(iii) a certificate or transcript of registry evidencing the ownership of the Vessel and that
the Vessel is free from registered encumbrances, taxes and mortgages. Such certificate or
transcript of registry shall be dated not earlier than 5 days prior to the date of the Sellers
tendering notice of readiness for delivery;
(iv) a written undertaking from the Sellers to apply for and supply to the Buyers a
certificate of deletion or closed transcript of registry latest 4 weeks after delivery of the
Vessel;
(v) a written undertaking by the Sellers to instruct the Master or their agents to promptly
release and deliver the Vessel to the Buyers;
(vi) a certified copy of the minutes of the Board of Directors and/or shareholders
Page 194
resolution, as appropriate, according to which they decide the sale of the Vessel and a
copy of the power of attorney authorizing the signature of the bill of sale;
(vii) a certificate according to which the Sellers guarantee that at the time of delivery the
Vessel is free from all encumbrances and maritime liens or any other debts whatsoever.
5.2 At the time of delivery the Buyers and the Sellers shall sign a protocol of delivery and acceptance
confirming the date and time of delivery of the Vessel. The Sellers shall make available to the Buyers
copies of the documents listed in sub-clauses 5.1 (i) to (vii) as soon as possible after the signing of this
Contract, but no later than 3 days prior to the date of the Sellers tendering notice of readiness for
delivery.
6. Advance Notice of Arrival

The Sellers shall keep the Buyers fully informed about the Vessel's position and of any alteration in expected time of
arrival and shall give to the Buyers 15, 10, 7, and 3 days notice of the expected time of arrival of the Vessel.
7. Notice of Readiness for Delivery

When the Vessel is ready for delivery, the Sellers shall give to the Buyers a written notice of readiness for delivery. The
notice of readiness shall be tendered during normal office hours at the Place of Delivery and, unless otherwise
specifically provided elsewhere in this Contract, be accompanied by the following documents to the extent necessary:
7.1 a certificate issued by a local marine surveyor confirming the LDT of the Vessel as stated in Box 20
as per the builders' original trim and stability booklet or the builders' capacity plan on board the Vessel,
which has been sighted;
7.2 a letter from the Sellers' local agents at the Place of Delivery stating that there are no pending dues
against the Vessel at the time of delivery;
7.3 a letter signed and stamped by the Master stating that neither he nor the crew have any outstanding
claims against the Vessel;
7.4 an inventory, in the form as recommended by the IMO Guidelines as applicable;
7.5 a portworthy certificate issued by a local marine surveyor confirming the material of the working
propeller(s) as stated in Box 25;
7.6 a valid gasfree certificate for hotwork. Such certificate shall be issued by the relevant authorities on
arrival at the Place of Delivery and shall specify that all the Vessel's cargo tanks, pump rooms and
cofferdams are gasfree, safe for men, safe for fire and are free of slops, sludge and residues;
7.7 a letter from the Sellers stating that the Vessel has not carried any nuclear waste or industrial waste
or chemicals prior to the time of notice of readiness being tendered;
7.8 a letter from the Master confirming that there have been no removals from the Vessel other than
those stated in Box 22;
7.9 a letter of undertaking from the Sellers' agents that they will arrange for the filing of the inward
general manifest;
7.10 a valid deratisation exemption certificate issued by the relevant authorities.

Page 195
7.1 - 7.10. Delete as appropriate.
8. Delivery
8.1 The Vessel shall be delivered by the Sellers to the Buyers under her own power, safely afloat,
substantially intact, free of any fire and/or explosion damage, free of cargo, free from all charters, with
anchors in place and, where applicable, with hatches closed and derricks lowered and gasfree for
hotwork (see sub-clause 7.6), as appropriate, with the approximate arrival draft stated in Box 19 at the
place stated in Box 41 (hereinafter "the Place of Delivery").
8.2 If, on the Vessel's arrival, the Place of Delivery is inaccessible for any reason whatsoever including
but not limited to port congestion, the Vessel shall be delivered and taken over by the Buyers as near
thereto as she may safely get at a safe and accessible berth or at a safe anchorage which shall be
designated by the Buyers, always provided that such berth or anchorage shall be subject to the approval
of the Sellers and the Master which shall not be unreasonably withheld. If the Buyers fail to nominate
such place within 24 hours of arrival, the place at which it is customary for vessels to wait shall
constitute the Place of Delivery.
8.3 The delivery of the Vessel according to the provisions of sub-clause 8.2 shall constitute a full
performance of the Sellers' obligations according to sub-clause 8.1 and all other terms and conditions of
this Contract shall apply as if delivery had taken place according to sub-clause 8.1.
8.4 All expenses incurred prior to delivery of the Vessel and all local fees/port disbursements relating to
the Vessel, including repatriation of the crew shall be for the Sellers' account while all expenses after
delivery of the Vessel, including import duties and other local taxes, if any, shall be for the Buyers'
account.
8.5 The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is
delivered to the Buyers.
8.6 The Sellers shall deliver the Vessel to the Buyers with the minimum amount of ballast water on
board without prejudicing the safety of the Vessel.
8.7 The Vessel shall be delivered without any stowaways, contraband or arms and ammunition on board,
otherwise the Buyers shall have the option not to accept the Vessel, without prejudice to any claim for
loss and/or damages the Buyers may have against the Sellers under this Contract.
9. Time of Delivery/Cancelling Date
9.1 The Vessel shall be ready for delivery between the dates (both inclusive) stated in Box 42 but latest
on the date stated in Box 43 (hereinafter "the Cancelling Date").
9.2
(i) Should the Sellers anticipate that notwithstanding the exercise of due diligence, 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 date for the Cancelling Date. Upon receipt of such notification the Buyers
shall have the option either to cancel the Contract according to Clause 20 within 2
Page 196
working days of receipt of such notice or of accepting the new date as the Cancelling
Date. If the Buyers have not declared their option within 2 working days of receipt of the
Sellers' notification or, if the Buyers accept the, new date, the date proposed by the Sellers
shall be deemed the Cancelling Date.
(ii) If this Contract is maintained with the new Cancelling Date, all other terms and
conditions hereof shall remain in full force and effect. Cancellation or non-cancellation by
the Buyers in accordance with the provisions of sub-clause 9.2 (i) shall be without
prejudice to any claim for loss and/or damages the Buyers may have against the Sellers
under this Contract.
10. Beaching
Following payment and delivery of the Vessel the Sellers shall assist the Buyers in the beaching of the Vessel at the
Buyers' designated demolition plot. The Vessel shall be delivered with sufficient useable/pumpable fuel, water and
provisions for one day's steaming and nine days' idling. The Sellers shall arrange for crew according to the safe manning
certificate to remain with the Vessel for a period of up to 10 days after delivery in order to assist with the aforesaid
beaching.
The beaching of the Vessel, which shall include the moving of the Vessel from the outer anchorage to the beaching plot,
shall be for the Buyers' risk and expense. However, the Master shall co-operate with the Buyers in achieving the best
possible draft and trim for beaching.
The Buyers shall use their best endeavours to assist in the safe disembarkation of the crew after beaching. The Sellers
shall pay the wages and arrange P&I insurance cover on their crew involved in the beaching operation.
11. Bunkers, Equipment etc.
11.1 The Vessel shall be delivered with everything belonging to her on board without removals other
than those stated in Box 22. However, the Sellers shall have the right to take ashore without
compensation the following items: crockery, cutlery, linen and other articles bearing the Sellers' flag or
name, as well as library, forms, etc., exclusively for use in the Sellers' vessels. Master's, Officers' and
crew's personal belongings including slop chest and the Vessel's log book shall be excluded from the
sale.
11.2 Unless otherwise agreed, any remaining bunkers, lubricating oils, stores, equipment and spares
used or unused on board at the time of delivery shall become the Buyers' property without extra payment.
11.3 The Sellers shall, at the time of delivery, hand to the Buyers all plans, specifications and
certificates, or copies hereof, as available and whether valid or invalid.
11.4 The Sellers are not required to replace such material, spare parts or stores including spare
propeller(s), if any, which may be consumed or taken out of spare and used as replacement prior to
delivery, but all replaced spares shall be retained on board and shall become the property of the Buyers.
12. Light Displacement Tonnage (LDT)

The purchase price of the Vessel shall be based on the Vessel's LDT in long tons as stated in Box 20 excluding any
permanent ballast. The Vessel's LDT shall be verified by the builders' original trim and stability booklet stamped and
approved by Class which shall be on board the Vessel and made available to the Buyers' representatives at the time of
tendering the Vessel's notice of readiness in accordance with Clause 7. The Sellers shall also make available to the
Buyers an original or copy of the builders' capacity plan with a deadweight scale and/or builders' letter. The Sellers shall
make copies of the above documents available to the Buyers as soon as possible after the signing of this Contract.
Page 197
13. Encumbrances and Maritime Liens, etc.

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances and maritime liens or
any other debts whatsoever. Should any claims, which have been incurred prior to the time of delivery, be made against
the Vessel, the Sellers hereby undertake to indemnify the Buyers against all consequences of such claims.
14. Taxes, Dues and Charges, etc.

Any taxes, fees and expenses connected with the purchase of the Vessel under the Buyers' ownership shall be for the
Buyers' account, and charges connected with the closing of the Sellers' register shall be for the Sellers' account.
15. Buyers' Watchmen

The Sellers agree to allow the Buyers to place the number of watchmen stated in Box 44 on board the Vessel on her
arrival at the Place of Delivery.
Whilst on board the Vessel, such watchmen shall be at the sole risk, liability and expense of the Buyers and the Buyers
shall indemnify the Sellers against any claim for loss and/or damages in this respect. The Buyers' watchmen must not
interfere with the operation of the Vessel and they shall sign the Sellers' letter of indemnity prior to their embarkation.
16. Purpose of Sale

The Vessel is sold for the purpose of demolition and recycling only and the Buyers undertake that they will neither trade
the Vessel for their own account nor sell the Vessel to a third party for any purpose other than demolition and recycling.
The Buyers shall procure that this obligation is made a term of any and every subsequent agreement for the resale of the
Vessel.
17. Safety and Environment

Both the Sellers and the Buyers are familiar with the IMO Guidelines and the Sellers shall use their best endeavours to
give information to the Buyers in respect of the recommendations of the IMO Guidelines and the Buyers likewise shall
use their best endeavours to comply with such recommendations.
The Buyers shall ensure that after delivery the Sellers' representatives are allowed to visit the ship recycling facility to
ascertain that safe and environmentally sound practices are being conducted in respect of the recycling of the Vessel.
18. Exemptions
Neither the Sellers nor the Buyers shall be under any liability if the Vessel should become an actual, constructive or
compromised total loss before delivery, or if delivery of the Vessel by the Cancelling Date should otherwise be
prevented or delayed due to outbreak of war, restraint of Government, Princes, Rulers or People of any Nation or the
United Nations, Act of God, or any other cause whatsoever beyond the Buyers' or the Sellers' control.
19. Buyers' Default

Should the deposit not be paid in accordance with the provisions of Clause 3, the Sellers shall have the right to cancel
this Contract, and they shall be entitled to claim compensation for their losses and for all expenses incurred together
with interest at LIBOR plus 3% per annum.
Should the purchase price not be paid in the manner provided for in this Contract the Sellers shall have the right to
cancel the Contract, in which case the amount deposited together with interest earned, if any, shall be forfeited to the
Sellers. If the deposit does not cover the Sellers' losses, they 'shall be entitled to claim further compensation for their
losses and for all expenses together with interest at LIBOR plus 3% per annum.
20. Sellers' Default

Should the Sellers fail to give notice of readiness in accordance with Clause 7 or fail to execute a legal transfer or to
deliver the Vessel with everything belonging to her by the Cancelling Date, the Buyers shall have the right to cancel the
Contract, in which case the deposit in full shall be returned to the Buyers together with interest at LIBOR plus 3% per
annum. Whether or not the Buyers cancel this Contract the Sellers shall make due compensation to the Buyers for any
loss and for all expenses incurred together with interest by their failure to give notice of readiness, to execute a legal
Page 198
transfer or to deliver the Vessel with everything belonging to her by the Cancelling Date, if such failure is due to the
proven negligence of the Sellers.
21. Dispute Resolution Clause
21.1 *This Contract shall be governed by and construed in accordance with English law and any dispute
arising out of or in connection with this Contract shall be referred to arbitration in London in accordance
with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent
necessary to give effect to the provisions of this Clause.
The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association
(LMAA) Terms current at the time when the arbitration proceedings are commenced.
21.2* This Contract shall be governed by and construed in accordance with Title 9 of the United States
Code and the Maritime Law of the United States and any dispute arising out of or in connection with this
Contract 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
the purposes of enforcing any award, judgement may be entered on an award by any court of competent
jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime
Arbitrators, Inc.
21.3* This Contract shall be governed by and construed in accordance with the laws of the place
mutually agreed by the parties and any dispute arising out of or in connection with this Contract shall be
referred to arbitration at a mutually agreed place, subject to the procedures applicable there.
21.4 Notwithstanding 21.1, 21.2 or 21.3 above, the parties may agree at any time to refer to mediation
any difference and/or dispute arising out of or in connection with this Contract.
In the case of a dispute in respect of which arbitration has been commenced under 21.1, 21.2 or 21.3
above, the following shall apply:
Page 199
mediator.
(iv) The mediation shall not affect the right of either party to seek such relief or take
such steps as it considers necessary to protect its interest.
arbitration.
and expenses.
(Note: The parties should be aware that the mediation process may not necessarily
interrupt time limits.)
21.5 If Box 45 in PART I is not appropriately filled in, sub-clause 21.1 of this Clause shall apply.
Sub-clause 21.4 shall apply in all cases.
*21.1, 21.2 and 21.3 are alternatives; indicate alternative agreed in Box 45.
22. Notices
22.1 Any notice to be given by either party to the other party shall be in writing and may be sent by fax,
e-mail, registered or recorded mail or by personal service.
22.2 The address of the Parties for service of such communication shall be as stated in Boxes 46 and 47
respectively.
Legal Topics:
Admiralty LawMaritime ContractsGeneral Overview
Page 200
FOOTNOTES:
Page 201
22 of 129 DOCUMENTS

Chapter XIX WOOD CHARTER PARTIES
2D-XIX Benedict on Admiralty XIX.syn
XIX.syn Synopsis to Chapter XIX: WOOD CHARTER PARTIES
FORM No. 19-0.1 BALTPULP
Scope
FORM No. 19-1 BEIZAI (AMERICAN LOGS/LUMBER) CHARTER PARTY
Scope
FORM No. 19-2 BLACKSEAWOOD
Scope
FORM No. 19-3 NANYOZAI CHARTER PARTY
Scope
FORM No. 19-4 The BIMCO Baltic Wood Charter Party
Scope
FORM No. 19-5 SOVCONROUND
Scope
FORM No. 19-6 SOVIETWOOD
Scope
FORM No. 19-7 THE BIMCO RUSSIAN WOOD CHARTER PARTY 1961 (Revised 1995 and 2002)
Page 202
2D-XIX Benedict on Admiralty XIX.syn
Scope
Page 203
23 of 129 DOCUMENTS

2D-XIX Benedict on Admiralty FORM No. 19-0.1
FORM No. 19-0.1 BALTPULPn*
Issued by Finnish Cellulose Union, Helsingfors. Adopted by the Documentary Committee of the
Chamber of Shipping of the United Kingdom and the Documentary Council of the Baltic and
International Maritime Conference.
Baltic Pulp and Paper Charter

from Finland to U.K. and Continent
(Amended 1949; January 1, 1950 )
1. Owners. Position/Charterers. IT IS THIS DAY MUTUALLY AGREED between .................. Owners of the
steamer or full power motor vessel .................. of .................. tons gross/net Register, carrying about .................. tons of
deadweight cargo, and having about .................. cubic feet grain/bale capacity, now .................. and expected ready to
load under this Charterparty about .................. and .................. as Charterers.
Where to load. Cargo. That the said vessel shall proceed to .................. or so near thereto as she may safely get and lie
always afloat, and there load under deck a full and complete cargo (Charterers have the option of providing deck-load at
their own risk) of ..................
Wet Mechanical Pulp measuring ....... cbft. per metric ton
abt .......
.......
Dry '' '' '' '' ....... ''.....''.....''.....''
.......
.......
Woodpulp Boards '' '' ....... ''.....''.....''.....''
.......
Page 204
.......
Wet Chemical Pulp '' '' ....... ''.....''.....''.....''
.......
.......
Dry '' '' '' '' ....... ''.....''.....''.....''
.......
.......
Paper in bales and/or reels '' '' ....... ''.....''.....''.....''
.......
.......
.....................
Destination. Rate of Freight. (Charterers supplying separations and Owners wood for dunnage, if required), which the
Charterers bind themselves to ship, and being so loaded shall therewith proceed to ..................
.....................
as ordered on signing Bills of Lading, or so near thereto as she may safely get and lie always afloat, and there deliver
the cargo on being paid freight as follows:--
..................
.................. .................. per ton of .... .... kilos
..................
2. Loading. The Master, Owners or their Agents to give the Shippers .................. days notice of the probable date of
vessel's arrival at loading port. Default of this not to be considered a breach of Charterparty, but Charterers not to be
responsible for delay in loading caused by such default of Master, Owners or their Agents.
3. Cargo to be brought alongside at Charterers' risk and expense in such a manner as to enable the vessel to take the
goods with her own tackle. Cargo to be supplied to the vessel as fast as she can receive, during ordinary working hours,
Sundays and holidays (unless used) excluded, weather permitting.
Time to commence after arrival and notice of readiness has been given. Should a loading berth not be provided, owing
to congestion, after the vessel is in every other respect ready to receive cargo, demurrage will accrue, but Owners shall
only be entitled to half the demurrage rate for the first five running days lost in waiting for berth, whereas for any
further time lost full demurrage (as per clause 8) shall be paid.
Time occupied in shifting between ports not to count as laydays.
4. Payment of Freight. The freight to be paid in cash without discount (less any advance made) upon completion of
discharge and right delivery of the cargo, at highest current rate of exchange of the day of final discharge. The
Consignees to pay freight on account during delivery, if required.
Cash for vessel's ordinary disbursements at port of loading (not exceeding one-third of the freight) to be advanced, if
required, at highest current rate of exchange.
5. Owners' Responsibility Clause. Owners are to be responsible for loss of or damage to the goods or for delay in
delivery of the goods only in case the loss, damage or delay has been caused by the improper or negligent stowage of
the goods (unless stowage performed by Shippers or their Stevedores or servants) or by personal want of due diligence
Page 205
on the part of the Owners or their Manager to make the vessel in all respects seaworthy and to secure that she is
properly manned, equipped and supplied or by the personal act or default of the Owners or their Manager.
And the Owners are responsible for no loss or damage or delay arising from any other cause whatsoever, even from the
neglect or default of the Captain or crew or some other person employed by the Owners on board or ashore for whose
acts they would, but for this clause, be responsible, or from unseaworthiness of the vessel on loading or commencement
of the voyage or at any time whatsoever.
Damage caused by contact with or leakage, smell or evaporation from other goods or by the inflammable or explosive
nature or insufficient package of other goods not to be considered as caused by improper or negligent stowage, even if
in fact so caused.
6. Deviation Clause. The vessel has liberty to call at any ports in any order, for any purpose, to sail without Pilots, to
tow and assist vessels in all situations, and to deviate for the purpose of saving life and/or property, without prejudice to
this Charterparty.
7. Discharging. Cargo to be received by Merchants at their risk and expense alongside the vessel, not beyond the reach
of her tackle, and to be discharged, as customary, as fast as vessel can deliver, during ordinary working hours, Sundays
and holidays (unless used) excepted, weather permitting.
Time to commence after the Master has given due notice of the vessel being in all respects ready for discharging.
8. Demurrage. Ten running days on demurrage (irrespective of demurrage accruing in consequence of time lost by
waiting for loading berth) at the rate of .................. per day or pro rata for portion of a day, payable day by day, to be
allowed Merchants altogether at ports of loading and discharge.
9. Bills of Lading. The Master to sign Bills of Lading, at such rate of freight as presented, without prejudice to this
Charterparty, but should the freight by Bills of Lading amount to less than the total chartered freight, the difference to
be paid to the Master in cash on signing Bills of Lading. Should there be a difference in favour of the Charterers, same
to be settled upon completion of discharge.
It is expressly agreed and understood that in case any clause or clauses whatsoever in signed Bills of Lading may be
construed to conflict with this Charterparty in any respect, Charterparty always to govern.
10. Lien Clause. Owners have a lien on the goods for freight, deadfreight, demurrage and damages for detention.
Charterers remain responsible for deadfreight and demurrage (including damages for detention) incurred at port of
loading. Charterers also remain responsible for freight and demurrage (including damages for detention) incurred at port
of discharge, but only to such an extent that it has been impossible for Owners to cover such claims by exercising the
lien on the cargo.
11. General Average. General average to be settled according to the York-Antwerp Rules, 1950. Proprietors of cargo
to pay the cargo's share in the general expenses, even if same have been necessitated through neglect or default of the
Owners' servants (see clause 5).
12. Cancelling Clause. Should the vessel not be ready to load (whether in berth or not) latest on the ..................
Charterers have the option of cancelling this Charterparty, such option to be declared, if demanded, latest 48 hours
before vessel's expected arrival at port of loading. Should the vessel be delayed on account of average or otherwise,
Charterers to be informed as soon as possible, and if vessel is delayed for more than 10 days after the day she is stated
to be expected ready to load, Charterers have the option of cancelling this Charterparty, unless a cancelling date has
been agreed upon.
Page 206
13. Indemnity. Indemnity for non-performance of this Charterparty, proved damages not exceeding estimated amount
of freight.
14. Substitute Clause. Owners have the right to substitute a vessel if similar size, class and position as the vessel
named in this Charterparty. Should Owners avail themselves of this right, Charterers to be duly notified.
15. Agency. In every case the Owners shall appoint their own Agent both at loading and discharging ports.
16. Over-Delivery. Vessel is bound to deliver all bales overcarried against payment of freight on same.
17. The General Paramount Clause, the Both-to-Blame Collision Clause, the Amended Jason Clause and the Clause for
Shipments between ports in Denmark, Finland, Norway and Sweden are considered as incorporated in this Charterparty.
18. Brokerage. ...................% brokerage on the freight earned is due to .....................

.....................
In case of non execution at least 1/3 of the brokerage on the estimated amount of freight and dead-freight to be paid by
the Owners to the Brokers as indemnity for the latter's expenses and work. In case of more voyages the amount of
indemnity to be mutually agreed.
GENERAL STRIKE CLAUSE
Neither Charterers nor Owners are responsible for the consequences of any strikes or lockouts preventing or delaying
the fulfilment of any obligations under this Charterparty.
If there is a strike or lockout affecting the loading of the cargo, or any part of it, when vessel is ready to proceed from
her last port, or at any time during the voyage to the port or ports of loading or after the arrival there, Captain, or Owner,
may ask Charterers to declare, that they agree to reckon the laydays as if there were no strike or lockout. Unless the
Charterers have given such declaration in writing (by telegram if necessary) within 24 hours, Owners shall have the
option of cancelling this Charterparty. If part cargo has already been loaded, Owners must proceed with same, freight
payable on loaded quantity only, being at liberty to complete with other cargo on the way for their own account.
If there is a strike or lockout affecting the discharge of the cargo on or after vessel's arrival at or off port of discharge
and same has not been settled within 48 hours, Receivers shall have the option of keeping vessel waiting until such
strike or lockout is at an end against paying half demurrage after expiration of the time provided for discharging, or of
ordering the vessel to a safe port where she can safely discharge her cargo without risk of being detained by strike or
lockout. Such orders to be given within 48 hours after Captain, or Owners, have given notice to Charterers of the strike
or lockout affecting the discharge. On delivery of the cargo at such port, all conditions of this Charterparty and of the
Bill of Lading shall apply and vessel shall receive the same freight as if she had discharged at the original port of
destination, except that if the distance of the substituted port exceeds 100 nautical miles, the freight on the cargo
delivered at the substituted port to be increased in proportion.
GENERAL WAR CLAUSE
If the nation under whose flag the vessel sails should be engaged in war and the safe navigation of the vessel should
thereby be endangered either party to have the option of cancelling this Charterparty, and if so cancelled, cargo already
shipped shall be discharged either at the port of loading or, if the vessel has commenced the voyage, at the nearest safe
place, at the risk and expense of the Charterers or Proprietors of the cargo.
Page 207
If, owing to outbreak of hostilities, the goods loaded or to be loaded under this Charterparty or part of them become
contraband of war whether absolute or conditional or liable to confiscation or detention according to international law
or the proclamation of any of the belligerent powers, each party to have the option of cancelling this Charterparty as far
as such goods are concerned, and contraband goods already loaded to be then discharged either at the port of loading, or
if the voyage has already commenced at the nearest safe place at the expense of the Proprietors of the cargo. Owners to
have the right to fill up with other goods instead of the contraband.
Should any port where the vessel has to load under this Charterparty be blockaded, the Charterparty to be null and void
with regard to the goods to be shipped at such port.
No Bills of Lading to be signed for any blockaded port, and if the port of destination be declared blockaded after Bills
of Lading have been signed, Owners shall discharge the cargo either at the port of loading, against payment of the
expenses of discharge, if the vessel has not sailed thence, or, if sailed, at any safe port on the way as ordered by
Shippers, or, if no order is given, at the nearest safe place against payment of full freight.
GENERAL ICE CLAUSE
Port of Loading
(a) In the event of the loading port being inaccessible by reason of ice when vessel is ready to proceed from her last
port or at any time during the voyage or on vessel's arrival or in case frost sets in after vessel's arrival, the Captain, for
fear of being frozen in, is at liberty to leave without cargo and this Charterparty to be null and void.
(b) If during loading the Captain, for fear of vessel being frozen in, deems it advisable to leave, he has liberty to do so
with what cargo he has on board and to proceed to any other port or ports with option of completing cargo for Owner's
benefit for any port or ports including port of discharge. Any part cargo thus loaded under this Charterparty to be
forwarded to destination at vessel's expense but against payment of freight, provided that no extra expenses be thereby
caused to the Receivers, freight being paid on quantity delivered (in proportion if lump sum) all other conditions as per
Charterparty.
(c) In case of more than one loading port, and if one or more of the ports are closed by ice, the Captain or Owners to be
at liberty either to load the part cargo at the open port and fill up elsewhere for their own account as under section b, or
to declare the Charterparty null and void unless Charterers agree to load full cargo at the open port.
(d) This Ice Clause not to apply in the Spring.
Port of Discharge
(a) Should ice (except in the spring) prevent vessel from reaching port of discharge Receivers shall have the option of
keeping vessel waiting until the re-opening of navigation and payment demurrage, or of ordering the vessel to a safe and
immediately accessible port where she can safely discharge without risk of detention by ice. Such orders to be given
within 48 hours after Captain or Owners have given notice to Charterers of the impossibility of reaching port of
destination.
(b) If during discharging the Captain, for fear of vessel being frozen in, deems it advisable to leave, he has liberty to do
so with what cargo he has on board and to proceed to the nearest accessible port where he can safely discharge.
(c) On delivery of the cargo at such port, all conditions of the Bill of Lading shall apply and vessel shall receive the
same freight as if she had discharged at the original port of destination, except that if the distance of the substituted port
Page 208
exceeds 100 nautical miles, the freight on the cargo delivered at the substituted port to be increased in proportion.
FIRE CLAUSE
If the goods intended for shipment under this Charterparty by the Shippers mentioned in the margin of the Charterparty
are destroyed by fire, or fire at the mill prevents their being provided or fire at Receivers Mills preventing their being
discharged, the Charterers shall have the right of cancelling this Charterparty immediate notice thereof being given by
telegram to the Owners or their Brokers.
In the event of part cargo being shipped and the remainder of the goods intended for shipment being destroyed by fire,
or fire at the mill preventing their being provided, Charterers' liability to ship the balance of the cargo shall thereupon
cease and the vessel shall proceed with the cargo then aboard, having liberty to fill up for vessel's benefit at the same or
at any other port or ports either for the same destination or for any port or ports whether any of such ports are in the
course of the chartered voyage or not.
Legal Topics:
FOOTNOTES:
(n1)Footnote *. Issued by Finnish Cellulose Union, Helsingfors. Adopted by the Documentary Committee of the
Chamber of Shipping of the United Kingdom and the Documentary Council of the Baltic and International Maritime
Conference.
Page 209
24 of 129 DOCUMENTS

2D-XIX Benedict on Admiralty FORM No. 19-1
FORM No. 19-1 BEIZAI (AMERICAN LOGS/LUMBER) CHARTER PARTYn*
PART II
1. Preamble
It is agreed between the party mentioned in Box 2.1 as Owners, Chartered Owners or Disponent Owners (hereinafter
referred to as "the Owners") of the Vessel named in Box 3.1 with particulars stated in Boxes 3.2-3.7, now in position as
stated in Box 4 and expected ready to load under this Charter about the date as described in Box 5, and the party
mentioned in Box 2.2 as Charterers (hereinafter referred to as "the Charterers") that the Vessel shall, with all convenient
speed, sail and proceed to the loading port or place indicated in Box 7 or so near thereto as he may safely get and lie
always afloat, and there load, with her own tackle, a full and complete or part cargo, inclusive of deck load, of Logs
and/or Lumber as described in Box 10, which the Charterers bind themselves to load, and being so loaded the Vessel
shall, with all convenient speed, proceed to the discharging port or place indicated in Box 8 or so near thereto as she
may safely get and lie always afloat and there deliver the said cargo in the customary manner, as ordered.
2. Rotation
The loading or discharging ports shall be in geographical rotation.
3. Freight
Freight shall be prepaid by the Charterers as specified in Box 11 in cash, without discount and non-returnable.
Freight shall be deemed earned upon completion of loading, the Vessel and/or cargo lost or not lost.
Page 210
4. Laytime
(a) Total laytime for loading and discharging
The cargo shall be loaded, stowed, lashed, unlashed, trimmed and discharged within weather working days of 24
consecutive hours as stated in Box 12.1. Sundays and Holidays excepted, even if used at the loading port(s), and at the
discharging port(s) Sundays and Holidays excepted unless used, if used, actual working time shall count as lay time.
Setting up and down stanchions and catwalk, and. putting dunnage shall count as laytime.
(b) Separate laytime for loading and discharging
1) The cargo shall be loaded, stowed, trimmed and lashed at the average rate as indicated in Box 12.2 i), per weather
working day of 24 consecutive hours, Sundays and Holidays excepted, even if used.
2) The cargo shall be unlashed and discharged at the average rate as indicated in Box 12.2 ii), per weather working day
of 24 consecutive hours, Sundays and Holidays excepted unless used, if used, actual working time shall count as
laytime.
3) Setting up and down stanchions and catwalk, and putting dunnage shall count as laytime.
4) Lay time for loading and discharging shall be non-reversible.
5. Commencement of laytime
1) Notice of Readiness at the loading or discharging port shall be given to the Charterers or their nominees stated in Box
9.1 or Box 9.2 respectively.
2) Lay time shall commence at 1 p.m. if notice of readiness to load or discharge is given at or before noon and at 8 a.m.
next working day if notice given at or before 5 p.m., whether in berth or not.
3) Laytime shall commence at 1 p.m. next working day, if notice of readiness to load or discharge is given on Sunday or
Holiday, and after 5 p.m. on Saturday, whether in berth or not.
4) If loading or discharging commences earlier, time shall count from actual commencement.
6. Time lost in waiting for berth
Time lost in waiting for berth, whether in or off port, shall count as lay time, the Vessel being in free pratique and ready
in every respect to load or discharge.
7. Commencement of Laytime at second and subsequent ports
Lay time at second and subsequent loading or discharging ports shall commence upon the Vessel's arrival at port or
usual waiting place. If the Vessel arrives at port or usual waiting place after 5 p.m., laytime shall commence at 8 a.m. on
next working day unless sooner commenced.
8. Demurrage, Despatch Money
Demurrage shall be paid to the Owners at the rate as agreed in Box 13 per day of 24 running hours or pro rata for any
part thereof, payable day by day, for all time used in excess of laytime at loading or discharging port(s).
Page 211
Despatch Money shall be paid to the Charterers at the rate as agreed in Box 14 per day of 24 running hours or pro rata
for any part thereof for laytime saved at loading or discharging port(s).
9. Free In and Out
The Charterers shall load, stow, lash, unlash, trim and discharge the cargo, and set up and down stanchions and catwalk,
and put dunnage, free of risks and expenses to the Owners. The Charterers shall have the liberty of working all available
hatches.
The Vessel shall provide motive power, winches, gins and falls, stanchions, lashing wire, chains and any other usual
materials for deck cargo loading at all times and, if required, supply light for night work on board free of expenses to
the Charterers.
10. Seaworthy trim
The Vessel shall be always kept in seaworthy trim at the Master's discretion during her sailing and/or shifting between
port and port or from berth to berth at both ends. Time and expenses incurred thereby shall be for the Charterers'
account.
11. Overtime
Overtime for loading and discharging shall be for account of the party ordering the same. If overtime shall be ordered
by Port Authorities or any other Governmental Agencies, the Charterers shall pay extra expenses incurred. The officers'
and crew's overtime charges shall be always paid by the Owners.
12. Charges
Lighterage, towage for raft, terminal service charges, handling charges, and such wharfages and other dues and taxes as
are charged against cargo, if any, shall be for the Charterers' account.
13. Deck Cargo
The Owners shall load cargo on deck at the Charterers' risk within the limit of the Vessel's seaworthiness, in which case
the Owners shall not be responsible for wash away and/or any other damage to deck cargo.
14. Supercargo
Supercargo, if necessary, shall be appointed by the Charterers at their risks and expenses.
15. Separation
Separation of the cargo at the port of loading, if required by the Charterers or their agents, shall be for the Charterers'
account, and time used thereby shall count as laytime.
16. Fumigation of logs
The Owners agree to fumigate logs in holds if so required by the Charterers, provided weather conditions and the
Vessel's seaworthiness allow. The time so used shall count as lay time and the expenses including shifting charge,
landing, lodging and boarding expenses of the Vessel's officers and crew and risks incurred thereby shall be for the
Charterers' account.
17. Days on Demurrage

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Days of 24 running hours on demurrage as agreed in Box 15 for loading shall be allowed the Charterers at loading
port(s). Should the Charterers be unable to load within the period, the Vessel shall have liberty to sail with the cargo
then on board, the Charterers paying the dead freight and demurrage incurred.
18. Laytime and Cancelling Date
Laytime shall not commence before the laydays date as stated in Box 6.
Should the Vessel not be ready to load (whether in berth or not) by noon on the cancelling date as stated in Box 6, the
Charterers shall have the option of cancelling this Charter, such option shall be declared, if demanded, at least 48 hours
before the Vessel's expected arrival at port of loading.
19. The Owners' Responsibility and Exemption
The Owners shall, before and at the beginning of the voyage, exercise due diligence to make the Vessel seaworthy and
properly manned, equipped and supplied and to make the holds and all other parts of the Vessel in which cargo is
carried fit and safe for its reception, carriage and preservation. The Owners shall properly and carefully handle, carry,
keep and care for the cargo. The Owners shall not be liable for loss of or damage to the cargo arising or resulting from
unseaworthiness unless caused by want of due diligence on the part of the Owners to make the Vessel seaworthy, and to
secure that the Vessel is properly manned, equipped, and supplied, and to make the holds and all other parts of the
Vessel in which cargo is carried fit and safe for its reception, carriage and preservation.
The Owners shall not be responsible for loss of or damage to the cargo arising or resulting from: act, neglect, or default
of the Master, crew, pilot, or the servants of the Owners in the navigation or in the management of the Vessel; fire,
unless caused by the actual fault or privity of the Owners; perils, dangers and accidents of the sea or other navigable
waters; act of God; act of war; act of public enemies; arrest or restraint of princes, rulers or people, or seizure under
legal process; quarantine restrictions; act or omission of the Charterers or of the shippers or owners of the cargo, their
agents or representatives; strikes or lock-outs or stoppage or restraint of labor from whatever cause, whether partial or
general (provided, that nothing herein contained shall be construed to relieve the Owners from responsibility for their
own acts); riots and civil commotions; saving or attempting to save life or property at sea; wastage in bulk or weight or
any other loss or damage arising from inherent defect, quality or vice of the cargo; insufficiency of packing;
insufficiency or inadequacy or mixture of marks; latent defects not discoverable by due diligence; any other cause
arising without the actual fault or privity of the Owners, or without the fault of the agents or servants of the Owners.
The Owners shall not be responsible for split, chafing and/or any damage unless caused by the negligence or default of
the Master or crew.
20. Stevedore Damage
The Charterers shall be responsible for proved loss of or damage (beyond ordinary wear and tear) to any part of the
Vessel caused by stevedores at both ends. Such loss or damage, as apparent, shall be reported by the Master to the
Charterers, their Agents or their stevedores within 24 hours after occurrence.
21. Deviation
The Vessel shall have liberty to sail without pilots, to tow and to be towed and to assist vessels in all situations, to
deviate for the purpose of saving life and/or property, and also to call at any port(s) in any order for any other
reasonable purpose.
22. P&I Bunker Deviation Clause

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The Vessel shall have the liberty as part of the contract voyage to proceed to any port(s) at which bunker oil is available
for the purpose of bunkering at any stage of the voyage whatsoever and whether such ports are on or off the direct
and/or customary route(s) between any of the ports of loading or discharge named in this Charter Party and may there
take oil bunkers in any quantity in the discretion of the Owners even to the full capacity of bunker tanks and deep tanks
and any other compartment in which oil can be carried, whether such amount is or is not required for the chartered
voyage.
23. Lien
The Owners shall have a lien on the cargo for all freight and all other expenses in relation to the transport, deadfreight,
demurrage, damages for detention, general average, and salvage. The Charterers shall remain responsible for above
items to such extent only as the Owners have been unable to obtain payment thereof by exercising the lien on the cargo.
24. Measurement and Bills of Lading quantity
The cargo shall be measured by measurers arranged by the Charterers at their risks and expenses before loading.
The Owners shall not employ tally clerks and not let the Vessel's crew tally at both ends.
The Owners shall not be responsible for either the loaded quantity or the number of pieces stated in Bills of Lading.
25. Bills of Lading
The Captain or any other person authorized by the Owners shall sign and issue Bills of Lading as presented without
prejudice to this Charter Party.
26. General Average
General Average shall be adjusted and settled at the place indicated in Box 16, according to York-Antwerp Rules, 1994
or any modification thereof.
27. Agency
The Vessel shall be consigned to the Owners' agents both at loading and discharging ports.
28. Brokerage
A brokerage commission at the rate stated in Box 18 on the freight earned is due to the brokers mentioned in Box 18, by
the Owners.
29. Sublet
The Charterers have the option to sublet the Vessel's cargo space to others. In this case, the Charterers are responsible
for any and all consequences resulting therefrom and the Charterers shall notify the Owners of the sublessee as soon as
possible.
30. Strike
Neither the Charterers nor the Owners shall be responsible for the consequences of any strikes or lock-outs preventing
or delaying the fulfillment of any obligations under this Contract. If there is a strike or lock-out interfering with the
loading of the cargo or any part of it at the time when the Vessel is ready to proceed or during her voyage to the port(s)
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of loading, the Master or the Owners may ask the Charterers to declare that they agree to reckon the laytime as if there
were no strike or lock-out. Unless the Charterers have given such declaration within 24 hours after receipt of the
request, the Owners shall have the option of cancelling this Contract. If such strike or lock-out is going on at or occurs
after the Vessel's arrival at port(s) of loading, the Charterers have the right either to keep the Vessel waiting paying full
demurrage or to cancel this Contract. Such cancellation shall be declared within 24 hours after the Vessel's arrival or 24
hours after the subsequent occurrence of such strike or lock-out. If part of the cargo has then already been loaded, the
Owners must proceed with same if requested by the Charterers, (freight payable on loaded quantity only), having liberty
to complete with other cargo on the way for their account.
If there is a strike or lock-out interfering with the discharge of cargo at the time of the Vessel's arrival at or off the
port(s) of discharge, or occurring after the Vessel's arrival, the Charterers shall have the option of keeping the Vessel
waiting until such strike or lock-out is at an end against paying half demurrage for the time the Vessel has been delayed,
or of ordering the Vessel to nearby safe port(s) where she can safely discharge her cargo without risk of being detained
by strike or lock-out: such option shall be declared within 36 hours after the arrival at or off the port(s) of discharge or
the subsequent occurrence of the strike or lock-out. On delivery of the cargo at such port(s), all conditions of this
Charter Party and of the Bill of Lading shall apply and the Vessel shall receive the same freight if she had discharged at
the original port(s) of destination, except that if the additional sailing distance exceeds 100 nautical miles, the freight on
the cargo delivered at the substituted port(s) shall be increased in proportion.
31. Arbitration
Unless otherwise indicated in Box 17, any dispute arising from this Charter shall be submitted to arbitration held in
Tokyo by the Tokyo Maritime Arbitration Commission (TOMAC) of The Japan Shipping Exchange, Inc., in accordance
with the Rules of TOMAC and any amendment thereto, and the award given by the arbitrators shall be final and binding
on both parties.
32. War Clause
If the nation under whose flag the Vessel sails should be engaged in war and the safe navigation of the Vessel should
thereby be endangered either party shall have the option of cancelling this Charter, and if so cancelled, cargo already
shipped shall be discharged either at the port(s) of loading or at the nearest safe place at the risks and expenses of the
Charterers.
If owing to outbreak of hostilities the cargo loaded or to be loaded under this Charter or part thereof become contraband
of war whether absolute or conditional or liable to confiscation or detention according to international law or the
proclamation of any of the belligerent powers, each party shall have the option of cancelling this Contract as far as such
cargo is concerned, and contraband cargo already loaded shall be then discharged her at the port(s) of loading or at the
nearest safe place at the expenses of the Charterers. The Owners shall have the right to fill up with other cargo instead
of the contraband.
Should any port(s) where the Vessel has to load under this Charter be blockaded the Charter shall be null and void with
regard to the cargo to be shipped at such port(s).
No Bills of Lading shall be signed for any blockaded port, and the port(s) of destination be declared blockaded after
Bills of Lading have been signed, the Owners shall discharge the cargo either at the port(s) of loading, against payment
of the expenses of discharge, if the Vessel has not sailed thence or, if she sailed, at any safe port(s) on the way as
ordered by the Charterers or if no order is given at the nearest safe place against payment of full freight.

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If the Vessel comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or
default of the Master, mariner, pilot or the servants of the Owners in the navigation or in the management of the Vessel,
the owners of the cargo carried hereunder will indemnify the Owners against all loss or liability to the other or
non-carrying ship or her owners insofar as such loss or liability represents loss of, or damage to, or any claim
whatsoever of the owners of the said cargo, paid or payable by the other or non-carrying ship or her owners to the
owners of said cargo and set off, recouped or recovered by the other or non-carrying ship or her owners as part of their
claim against the carrying Vessel or the Owners. The foregoing provisions shall also apply where the owners, operators
or those in charge of any ship(s) or objects other than, or in addition to, the colliding ships or objects are at fault in
respect to a collision or contact.
34. New Jason Clause
In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting from any
cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not
responsible, by statute, contract or otherwise, the goods, shippers, consignees or owners of the goods shall contribute
with the carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that
may be made or incurred and shall pay salvage and special charges incurred in respect of the goods. If a salving ship is
owned or operated by the carrier, salvage shall be paid for as fully as if said salving ship or ships belonged to strangers.
Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the goods and any
salvage and special charges thereon shall, if required, be made by the goods, shippers, consignees or owners of the
goods to the carrier before delivery.
Legal Topics:
Admiralty LawCharterpartiesTypesBareboat Charters
FOOTNOTES:
(n1)Footnote *. The Japan Shipping Exchange, Inc.; reprinted with permission.
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25 of 129 DOCUMENTS

FORM No. 19-2 BLACKSEAWOODn1
Sovfracht; reprinted with permission.
Adopted by the Documentary Council of the Conference of the Chartering and Shipowners Organization
of the Countries--Members of the Council for Mutual Economic Assistance.
Agreed with the Documentary Council of The Baltic and International Maritime Conference,
Copenhagen.
Black Sea Timber Charter Party
(For Timber From U.S.S.R. and Romanian Black Sea and

Danube Ports)
(Adopted April, 1973 )
1. Shipbroker ___________________ n2
2. Place and date ___________________
3. Owners/Disponents (Cl. 1) ___________________
4. Charterers (Cl. 1) ___________________
5. Vessel's name ___________________

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6. Class/Flag/Year of build (Cl. 1) ___________________
7. GRT/NRT/Vessel's type (Cl. 1) ___________________
8. Present position (Cl. 1) _____ ____________________
9. Vessel's cargo capacity (Cl. 1) ___________________
10. Hatch dimensions (Cl. 1) ___________________ to be considered at loading port as ___________________

workable hatches
11. Layday (Cl. 1) ___________________
12. Cancelling date (Cl. 1 and 34) ___________________
13. Advance notice (state number of running days) to be given to (Cl. 8) ___________________
14. Loading rate (Cl. 11) ___________________
15. Winch Cost (Cl. 15) ___________________
16. Port of loading (Cl. 2) ___________________
17. Loading cost (Cl. 13) ___________________
18. Shore appliances cost (Cl. 9) ___________________
19. Demurrage rate (load.) (Cl. 18) ___________________
20. Timber load. equaliz. charge (Cl. 19) ___________________
21. Port of discharge (Cl. 4) ___________________
22. Discharging rate (Cl. 25) ___________________
23. Demurrage rate (disch.) (Cl. 28) ___________________
24. Despatch money (disch.) (optional) (Cl. 29) _____ ____________________
25. Cargo (Cl. 2) _____ ____________________
26. Freight rate (Cl. 5) _____ ____________________
27. Currency (Cl. 5) ___________________
28. Bankers (Cl. 5) ___________________
29. Freight beneficiary (Cl. 5) ___________________

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30. General Average to be settled in (Cl. 42) ___________________
31. Arbitration in (Cl. 47) ___________________
32. Brokerage rate (Cl. 46) ___________________
33. Brokerage to be paid to (Cl. 46) ___________________
34. Consignee/Agent (Cl. 22) ___________________
35. Extra insurance, if any (Cl. 35) ___________________
36. Numbers of additional clauses attached (Cl. 1) ___________________
1. It is hereby agreed between the Owners/Disponents indicated in Box 3 above (hereinafter referred to as Owners) of
the good Vessel indicated in Box 5 and with particulars as set out in Boxes 6, 7 and 10, of a cargo capacity as stated in
Box 9, now in position as indicated in Box 8 and expected ready to load under this Charter Party earliest on the layday,
indicated in Box 11 but latest on the cancelling date indicated in Box 12 and the party mentioned as Charterers in Box
4, that this Charter Party consists of Page 1 with boxes filled in as above, including possible additional clauses as
indicated in Box 36, and of Pages 2 to 4 with Clauses 2 to 47 of the "Blackseawood" Charter; that the carriage under
this Charter Party shall be performed against payment of freight and in accordance with these terms; that the typewritten
provisions of Page 1 shall prevail over the printed terms of Pages 2 to 4 to the extent of any conflict between them.
______________________
For the Owners
______________________
For the Charterers
Notices to be communicated as shown overleaf.
Instructions for Filling in the Boxes on Page 1
Box 1: State full style, postal & telegraphic address and telex number.
Box 5: State also Vessel's ex-name, if any.
Box 7: Insert Vessel's GRT/NRT and state whether singledecker, shelterdecker, or the like.
Box 9: State Vessel's DWCC on Summer load line and cbft/cbm bale.
Box 25: Indicate whether full and complete or part cargo, state quantity in cubic metres and percentage of margin at
Owners'/Master's option if different from margin indicated in Cl. 2.
Box 34: State telegraphic addresses of recipients of advance notices and number of days required for advance notice.
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Reminder to the Owners/Master
Notices to be communicated as follows:
Loading (CLAUSE 8). An advance notice to the addressees indicated in Box 13 the Owners or the Master stating the
Vessel's and the Charterers' name, date of this Charter Party, port of loading, kind of cargo, its quantity according to the
Charter Party and the date of the Vessel's expected arrival at the port of loading.
The Owners or the Master shall keep all addressees telegraphically advised of any alteration of the date of the Vessel's
expected arrival.
Further the Owners or the Master shall telegraph 48 and 24 hours' notice to "EXPORTLES" (for Soviet ports) or to
"EXPORTLEMN" (for Romanian ports) at the loading port stating the Vessel's and the Charterers' name and the
expected time of the Vessel's arrival.
It is emphatically recommended to send similar notices to "INFLOT" (for Soviet ports) or to "NAVLOMAR" (for
Romanian ports) at the loading port to enable them to represent the Owners' interests.
Notice of Readiness on arrival (CLAUSE 9). Written notice of readiness (whether tendered by hand, by telegram or
by wireless) to receive the entire cargo stating the quantity of the cargo required shall be given by the Master or on his
behalf by ship's Agent to the Shippers or their representatives within ordinary office hours (Saturday to be considered as
an ordinary office working day) after arrival at loading port whether the Vessel is at or off the port or in berth or not.
Freight (CLAUSE 5). The Owners or the Master shall advise the Charterers (telegraphic address as indicated in Box 4)
of Vessel's expected time of arrival at the (first) discharging port either 5 days before expected arrival or on departure
from loading port, whichever is the later.
Discharging (CLAUSE 22). On Vessel's sailing from the port of loading, the Master shall telegraph to the Consignees
or their Agents (telegraphic address as indicated in Box 34) stating Vessel's name, quantity of cargo loaded and the date
of Vessel's expected arrival at the discharging port.
The notice of expected time of Vessel's arrival at the port of discharge shall also be given by the Master 24 hours prior
to Vessel's arrival.
Notice of Readiness on arrival (CLAUSE 23). Written notice of readiness (whether tendered by hand, by telegram or
by wireless) to discharge the entire cargo shall be given within ordinary office hours (Saturday to be considered as
ordinary office working day) by the Master or on his behalf by ship's Agent after Vessel's arrival, whether the Vessel is
at or off the port or in berth or not.
2. Port of Loading. The said Vessel - being in every respect fitted for the voyage - shall proceed to the port of loading
inserted in Box 16, or so near thereto as she may safely get, and there load always safely afloat in customary manner as
and where ordered by the Shippers or their Agents a cargo of Mill Sawn Timber as described in Box 25, the Owners
having a margin of 7.5 per cent. more or less unless otherwise indicated in Box 25.
3. Deck Load. The Vessel shall be provided with a deck load at full freight as under, at Charterers' risk, not exceeding
what she can reasonably stow and carry over and above her tackle, apparel, provisions and furniture. The Charterers, if
required, to provide and erect uprights for Owners' account and the Owners to provide and secure lashings for deck
cargo.
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4. Port of Discharge. Being so loaded the Vessel shall therewith proceed with all convenient speed to the port(s) of
destination mentioned in Box 21 as ordered on signing Bill(s) of Lading or so near thereto as she may safely get, and
there deliver the cargo always safely afloat in customary manner alongside any wharf and/or craft as directed by the
Consignees.
5. Freight. The freight, as stated in Box 26, shall be paid by the Charterers on delivered quantity, in cash, in the
currency shown in Box 27, through the Bank and to the Beneficiary as indicated in Box 28 and Box 29, respectively, as
follows:
- 90 per cent. (as calculated upon the quantity of cargo on board the Vessel upon arrival at destination) less brokerage
and freight advance, if any, shall be paid upon Vessel's commencing discharge;
- the balance of freight, adjusted to the quantity actually delivered, shall be paid after completion of discharge at (last)
discharging port upon Owners presenting to Charterers or their Agents the outturn certificate and statement of facts
concerning discharging port(s).
The Owners or the Master shall advise the Charterers of Vessel's expected time of arrival at the (first) discharging port
either 5 days before expected arrival or on departure from loading port, whichever is the later.
6. Disbursements The Owners shall put their Agents at loading port in funds, sufficient to cover the Vessel's ordinary
disbursements, including costs of bunkers, provisions and cash to Master, if any, prior to Vessel's arrival but latest
before Vessel's departure from the port of loading.
Freight advance. If required by the Owners, cash for Vessel's disbursements as above at loading port as well as
loading cost to be advanced by the Charterers at mean current rate of exchange on the date of payment, subject to 2 per
cent, to cover interest, insurance and other expenses.
7. Dues and Charges. (a) On the Cargo. - The Shippers/Charterers shall pay all dues, taxes and charges on the cargo
at the port of loading, and the Consignees/Charterers at the port of discharge.
(b) On the Vessel. - The Owners shall pay all port dues, pilotage, towage and other charges and/or taxes customarily
charged to the Vessel.
8. Loading; Advance notice. The Owners or the Master shall telegraph an advance notice as indicated in Box 13,
stating the Vessel's and Charterers' name, date of this Charter Party, port of loading, kind of cargo, its quantity
according to the Charter Party and the date of the Vessel's expected arrival at the port of loading.
The Owners or the Master shall keep all the addressees telegraphically advised of any alteration in the date of the
Vessel's expected arrival.
Default under this clause shall not be considered a breach of the Charter Party. In the event of the Owners or Master
giving a shorter notice than agreed in Box 13, the commencement of laytime shall be postponed by the time the notice
falls shorter.
Further the Owners or the Master shall telegraph definite 48 and 24 hours' notice to "EXPORTLES" (for Soviet ports)
or to "EXPORTLEMN" (for Romanian ports) at the port of loading stating the Vessel's and the Charterers' name and the
probable time of the Vessel's arrival.
9. Notice of Readiness. Written notice of readiness (whether tendered by hand, by telegram or by wireless) to receive
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the entire cargo stating the quantity of the cargo required shall be given by the Master or on his behalf by ship's Agent
to the Shippers or their representatives within ordinary office hours (Saturday to be considered as an ordinary office
working day) after arrival at loading port whether the Vessel is at or off the port or in berth or not.
The notice not to be given before the Vessel is in all respects ready to receive the entire cargo under this Charter Party.
10. Commencement of Laytime. The laytime to commence to count from 14.00 hours on the same day if notice of
readiness is given before noon and from 08.00 hours on the following working day if notice of readiness is given after
noon. If loading is commenced before the commencement of laytime, time actually used shall count in this period.
Subsequent port(s). If the Vessel be directed for loading to further port or ports the laytime at subsequent port(s) shall
count upon arrival of the Vessel immediately after notice of readiness has been given at any time of a day.
Waiting for berth. Should the Vessel be prevented from entering port, harbour, dock or berth or from arriving at or off
the loading port by any reason other than weather, tidal conditions or inefficiency of the Vessel, the Vessel shall be
regarded as if ready for loading, and time shall count as above and in accordance with the following Clause 11. The
time occupied in moving to the loading berth shall not count.
If the Vessel after berthing is not found ready in all respects, the actual time lost until she is in fact ready shall not count
as laytime.
11. Loading Rate. The cargo shall be loaded and stowed at the rate as stated in Box 14 per working day of 24
consecutive hours, weather permitting, time on Saturday and days preceding Holidays after 6 p.m. till 8 a.m. on
Mondays or days after legal Holidays excepted, unless used, but if used time actually used to count.
12. Overtime. Overtime of the Vessel's officers and crew always to be for Owners' account. If loading during periods
exempted from the laytime on order of port authorities such costs as may be incurred shall be equally shared between
Charterers and Owners.
13. Cost of Loading. The Owners shall pay to the Charterers a loading cost as indicated in Box 17 per cubic metre
calculated upon the quantity of cargo loaded in satisfaction of the cost of loading and stowing, the amount (unless
otherwise agreed) being endorsed upon the Bill of Lading as an advance of freight.
14. Stevedores. The stevedores at the port of loading shall be appointed by Charterers, but shall be under direction of
the Master who shall remain responsible for the proper stowage of the cargo.
15. Winch Clause. The Owners shall provide for loading, if and when requested, winches which are to be in good
working order and have a lifting capacity of at least 2 tons for vessels of 499 gross register tons and under, and at least 3
tons for other vessels (otherwise the agreed rate of loading to be reduced by 25 per cent.) and power to drive all winches
simultaneously, also to provide free of expense to the Charterers slings, running gear, winchmen from crew during day
and night, but the Master shall have liberty to employ winchmen from shore, the Owners paying the rate indicated in
Box 15.
16. Shore Appliances. If the cargo is loaded by shore appliances the Owners shall pay the cost stated in Box 18 per
cubic metre so loaded.
17. Shifting. At the request of the Charterers/Shippers the Vessel shall shift to a second loading berth in the same port,
all shifting expenses being for Charterers'/Shippers' account and time used in shifting counting as laytime. However, all
Vessel's expenses for officers' and crews' overtime, fuel oil, etc. to be for Owners' account.
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18. Demurrage. If the Vessel be detained beyond her loading time demurrage shall be paid by the Charterers at the rate
as stated in Box 19 per day or pro rata for any part of a day.
19. Timber Loading Equalization Charge. The Owners shall pay to the Shippers at the port of loading a timber
loading equalization charge as stated in Box 20 per cubic metre on the Bill of Lading quantity. The amount to be paid
together with Vessel's disbursements.
20. Bills of Lading. The Charterers shall present the Bills of Lading and other cargo documents to the Master for
signing within a reasonable time which is not to exceed 6 running hours after completion of loading. The Bills of
Lading shall be signed as per "Blackseawoodbill" Bill of Lading form.
The Owners shall be responsible for the number of pieces signed for by the Master or his duly authorised Agents but the
Owners shall not be responsible for any cargo which is lost or destroyed while lying alongside the Vessel in lighters or
on quay waiting shipment even if receipted for by the Master or Owners' Agents. In case of any such loss or destruction
the Master shall furnish proof thereof.
If packaged wood is shipped, the Master shall only sign for the number of packages.
The Owners shall not be responsible for broken packages, unless due care is not taken either in loading and/or
discharging.
The Master shall be obliged to sign more than one set of Bills of Lading. Further, the cargo shall be sent alongside the
Vessel in such manner as to enable the Master to keep separate the cargo under each Bill of Lading.
21. Disputes. Any dispute arising at the port of loading shall be settled before signing Bills of Lading.
Otherwise a written notice of claim to be handed to the Charterers/Shippers or their Representatives before signing Bills
of Lading. If such notice has not been given before signing Bills of Lading the Owners shall not be entitled to exercise
any lien on the cargo in respect of such claim.
22. Discharging; Notice of arrival. The Master shall telegraph to the Consignees or their Agents mentioned in Box 34
on Vessel's sailing from the port of loading stating Vessel's name, quantity of cargo loaded and the date of expected
arrival at the port of discharge. The notice of expected time of Vessel's arrival at the port of discharge shall also be
given by the Master 24 hours prior to Vessel's arrival.
23. Notice of Readiness. Written notice of readiness (whether tendered by hand, by telegram or by wireless) to
discharge the entire cargo shall be given within ordinary office hours (Saturday to be considered as ordinary office
working day) by the Master or on his behalf by ship's Agent after Vessel's arrival, whether the Vessel is at or off the
port or in berth or not.
The notice not to be given before the Vessel is in all respects ready to discharge the cargo under this Charter Party.
24. Commencement of Laytime. The laytime shall commence to count from 14.00 hours on the same day if the notice
of readiness has been given before noon and from 08.00 hours on the next working day if notice is given after noon.
If discharging is commenced before the commencement of laytime, time actually used shall count in this period.
If the notice of readiness has been given on Saturday (Thursday in Mohammedan countries) or the day preceding a
holiday the laytime shall count from the commencement of ordinary working hours on the next working day, except if
discharging is commenced earlier in which case time actually used shall count.
Page 223
the discharging port by any reason other than weather, tidal conditions or inefficiency of the Vessel, the Vessel shall be
regarded as if ready for discharging and time shall count as above and in accordance with the following Clause 25.
The time occupied in moving to the discharging berth shall not count.
as laytime.
Subsequent port(s). If the Vessel is directed for discharging to further port or ports the laytime at subsequent port(s)
shall count upon arrival of the Vessel immediately after notice of readiness to discharge the cargo has been given.
25. Discharging Rate, Cost and Time. The cargo shall be discharged by the Consignees free of risk and expense to
the Owners at the average rate as stated in Box 22 per working day of 24 consecutive hours, weather permitting,
Sundays (or other weekdays legislated as Holidays) and Holidays excepted unless used, in which event time actually
used shall count. Time on Saturdays (or on Thursdays in Mohammedan countries) and on days before Holidays after
cessation of the ordinary working time and the time on Mondays (or on Saturdays in Mohammedan countries) and on
days after Holidays until commencement of the ordinary working time not to count as laytime, unless used, in which
event time actually used shall count.
26. Overtime. The Consignees/Charterers/Master have the option to request that the discharging be carried out beyond
ordinary working hours and during excepted periods, the Owners providing free of charge all Vessel's facilities
inclusive of service of officers and crew.
Extra cost of stevedores and all extra discharging expenses incurred on shore to be for account of the party requesting
the overtime.
If discharging during periods excepted from the laytime on order of port authorities such costs as may be incurred shall
be equally shared between Consignees and Owners, the latter always paying full overtime earned by Vessel's officers
and crew.
27. Winch Clause. The Owners shall provide for discharging, if and when requested, winches, which are to be in good
working order, and power to drive all winches simultaneously, also to provide free of expense to the Charterers running
gear, winchmen from crew, if requested and permitted, during day and night. If the employment of winchmen from the
crew is not permitted according to local regulations, the Consignees shall provide and pay for winchmen from shore.
The stevedores and winchmen from shore shall be considered servants of the Consignees, but they shall follow the
Master's instructions in connection with the discharging.
28. Demurrage. If the Vessel be detained beyond her discharging time demurrage shall be paid by the Charterers at the
rate as stated in Box 23 per running day or pro rata for any part of a day.
29. Despatch Money. (Optional, only to apply if agreed) If agreed and stated in Box 24, the Owners to pay to the
Consignees despatch money at half the demurrage rate for all laytime saved at discharge port.
30. Lighters. The Consignees shall have the liberty to take delivery overside into lighters at their risk and expense and
time so used shall count.
31. Deeptanks. The Charterers shall not be obliged to load cargo into Vessel's deeptanks. Any extra expenses incurred
due to loading goods in or discharging goods ex deeptanks have to be paid by the Owners and time used to be excepted
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from laytime.
32. Agents. The Owners shall appoint their own Agents at all ports.
33. Light. The Owners shall give free use of light, as on board, throughout the duration of loading/discharge.
34. Cancelling. Should the Vessel not be ready to load at or before 6 p.m. on the cancelling date as specified in Box 12
the Charterers shall have the option of cancelling this Charter Party.
Should the Owners inform Charterers upon Vessel's sailing from her last port of call, whether a discharging port or not,
or six days prior to her estimated date of arrival at the loading port, whichever date is the earlier, stating that the Vessel
cannot reach the loading port before the cancelling date, Charterers to declare by telegram to Owners within 2 working
days whether they will accept the Vessel or not for loading on the estimated date of her arrival at loading port.
If the Charterers fail to do so the cancelling date shall be extended to the date asked for by the Owners.
35. Extra Insurance. Extra insurance, if any, on cargo by reason of Vessel's age, class, flag, ownership and country of
build to be for Owner's account, provided it is limited as indicated in Box 35.
36. Fire. If the goods intended for shipment under this Charter as specified in Box 25 are destroyed by fire or if fire
prevents their being provided, the Charterers shall have the right of cancelling this Charter, immediate notice thereof
being given by telegram to the Owners or their Brokers.
If at any time before or after loading begins any part of the goods intended for shipment is destroyed by fire, or if fire
prevents part of the goods being provided, Charterers shall notify Owners immediately the quantity available for
shipment is known and their liability to ship shall be limited to such goods. If the quantity stated in such notice is not
more than 50 per cent of the quantity which the Charterers but for the fire would have been required to ship and
provided no cargo has been loaded the Owners shall have the option of cancelling this Charter, but otherwise or in the
event that such option is not exercised, the Vessel shall proceed with such remainder having liberty to fill up for
Owners' benefit at the same or at any other port or ports either for the same destination or for any other port or ports
whether any such ports are in the course of the chartered voyage or not.
37. Deviation. The Vessel shall have the liberty to tow and be towed and to assist vessels in distress and deviate for the
purpose of saving life or property, to sail without pilot and to call at any ports in any order, for bunkering or other
purposes, or to make trial trips after notice, or adjust compasses and/or radio equipment and reasonable exercise of any
of these liberties shall not be deemed to be departure from the contractual route.
The Vessel shall be at liberty to take over ship's mail and stores at sea and to land and/or embark crew members and/or
repair gangs.
38. Re-chartering. The Charterers shall have the option to re-charter or sub-let (wholly or partly) the Vessel at any rate
of freight without prejudice to this Charter Party, and the Bill of Lading shall be signed at any rate of freight without
prejudice to this Charter Party, but the Charterers shall always remain responsible to the Owners for due fulfilment of
this Charter Party.
39. Substitution. The Owners have the liberty to substitute a similar Vessel on the terms of this Charter Party provided
they give telegraphic notice thereof to the Charterers latest 10 days prior to the probable date of Vessel's arrival at
loading port stating full particulars of the Vessel which is intended for performing the voyage.
40. Owners' Responsibilities and Immunities. (a) Notwithstanding anything herein contained no absolute warranty of
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seaworthiness is given or shall be implied in this Charter and it is expressly agreed that the Owners shall have the
benefit of the "Rights and Immunities" in favour of the Carrier or Ship and shall assume the "Responsibilities and
Liabilities" contained in the Enactment in the country of shipment giving effect to the rules set out in the International
Convention for the Unification of certain rules relating to Bills of Lading, dated Brussels, the 25th August, 1924 (the
"Hague Rules"). If no such enactment is in force in the country of shipment the terms of Articles III and IV shall apply.
The Owners shall not be liable for loss of or damage to the cargo during the period before loading and after discharge
from the Vessel, howsoever such loss or damage arises.
Any Bill of Lading issued pursuant to this Charter shall contain a clause paramount incorporating the Hague Rules
whether they are compulsorily applicable or not.
(b) Subject to the above, the Owners shall not be liable for any loss suffered by Charterers through delay or
non-performance or improper performance of this Charter if occasioned by causes beyond the Owners' control or by any
act, neglect or default of the Master, pilot or servants of the Owners in the navigation or management of the Vessel
provided that the Owners have exercised due diligence in performing the Charter.
41. Lien and Cesser. (a) The Owners shall have an absolute lien on the cargo for freight, deadfreight, demurrage
(including damages for detention, if any) and average contribution due to them under this Charter, including necessary
cost of recovering the same.
In respect of Owners' claims protected by lien on the cargo, the Charterers' liability under this Charter shall cease on the
cargo being loaded, provided that the Owners have, without incurring undue delay or expense, been able to obtain
satisfaction of these claims by exercising the lien.
(b) Security. In case of disputes over items payable by the Charterers/Shippers/Consignees, the interested party shall
have the option of providing a letter of guarantee issued by a first class bank, in which event the Owners not to exercise
lien on the cargo for such items.
The letter of guarantee may provide that the undertaking contained therein becomes invalid if - within one year of its
date of issue - the dispute has neither been settled amicably, not submitted to court or arbitration.
42. General Average. General average shall be adjusted, stated and settled at the place as indicated in Box 30
according to the York-Antwerp Rules, 1950.
43. Ice; Loading port. (a) If the Vessel cannot reach the loading port by reason of ice when she is ready to proceed
from her last port, or at any time during the voyage, or on her arrival, or if frost sets in after her arrival, the Master - for
fear of the Vessel being frozen in - is at liberty to leave without cargo; in such cases this Charter shall be null and void.
(b) If during loading the Master, for fear of the Vessel being frozen in, deems it advisable to leave, he has the liberty to
do so with what cargo he has on board and to proceed to any other port with option of completing cargo for Owners'
own account to any port or ports including the port of discharge. Any part cargo thus loaded under this Charter to be
forwarded to destination at Vessel's expense against payment of the agreed freight, provided that no extra expenses be
thereby caused to the Consignees, freight being paid on quantity delivered (in proportion if lump sum), all other
conditions as per Charter.
(c) In case of more than one loading port, and if one or more of the ports are closed by ice, the Master or Owners to be
at liberty either to load the part cargo at the open port and fill up elsewhere for the Owners' own account as under
sub-clause (b) or to declare the Charter null and void unless the Charterers agree to load full cargo at the open port.
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Voyage and discharging port. (d) Should ice prevent the Vessel from reaching the port of discharge, the Consignees
shall have the option of keeping the Vessel waiting until the re-opening of navigation and paying demurrage, or of
ordering the Vessel to a safe and immediately accessible port where she can safely discharge without risk of detention
by ice. Such orders to be given within 48 hours after the Owners or Master have given notice to the Charterers of
impossibility of reaching port of destination.
(e) If during discharging the Master, for fear of the Vessel being frozen in, deems it advisable to leave, he has liberty to
do so with what cargo he has on board and to proceed to the nearest safe and accessible port. Such port to be nominated
by Charterers/Consignees as soon as possible, but not later than 24 running hours, Sundays and Holidays excluded, of
receipt of Owners' request for nomination of a substitute discharging port, failing which the Master will himself choose
such port.
(f) On delivery of the cargo at such port, all conditions of the Bill of Lading shall apply and the Owners shall receive
the same freight as if the Vessel had discharged at the original port of destination except that if the distance to the
substitute port exceeds 100 nautical miles, the freight on the cargo delivered at that port to be increased in proportion.
(g) Spring. This Ice Clause (a) to (f) not to apply in spring.
44. Strike Clause. (a) Neither the Charterers nor the Owners shall be responsible for the consequences of strike or
lock-out preventing or delaying the fulfilment of any obligation under this contract.
(b) Loading port. In the event of strike affecting the loading of the cargo, or any part of it, when the Vessel is ready to
proceed from her last port or at any time during the voyage to the port or ports of loading or after her arrival there, the
Owners may ask the Charterers to declare that they agree to count the laytime as if there were no such hindrance. Unless
the Charterers have given such declaration in writing (by telegram, if necessary) within 24 hours, the Owners shall have
the option of cancelling this Charter. If part cargo has already been loaded, the Vessel must carry it to the port of
discharge (freight payable on loaded quantity only) having liberty to complete with other cargo on the way for Owners'
own account.
(c) In the event of strike or lock-out which can reasonably be expected - before the loading has commenced - to affect
the discharge of cargo, the Owners are at liberty to cancel this Charter unless the Charterers declare (within 24 hours of
receipt of Owners' notification of intended cancellation) that they agree to count the laytime at port of discharge as if
there were no such hindrance, without prejudice to the Consignees' right of ordering the Vessel to a substitute port of
discharge in accordance with sub-clause (d). Time for loading does not count in the said 24 hours.
(d) Discharging port. In the event of strike or lock-out affecting the discharging of the cargo on or after Vessel's
arrival at or off the port of discharge, the Consignees shall have the option of keeping the Vessel waiting until such
strike or lock-out is at an end against paying half demurrage after expiration of the time provided for discharging, or of
ordering the Vessel to a safe port where she can safely discharge without risk of being detained by strike or lock-out.
Such orders to be given within 48 hours after the Owners have given notice to the Consignees of the Vessel's readiness
to discharge or of the Owners' request for orders. All conditions of this Charter and the Bill of Lading issued hereunder
shall apply to the delivery of the cargo at such substitute port, and the Owners shall receive the same freight as if the
cargo had been discharged at the original port of destination, except that if the distance of the substitute port exceeds
100 nautical miles, the freight on the cargo delivered at the substitute port to be increased in proportion.
(e) Notification. The party who first learns about occurrence of strike or lock-out shall immediately notify thereof the
other party.
45. War Clause ("Voywar 1950"). (1) In these Clauses "war risks" shall include any blockade or any action which is
announced as a blockade by any Government or by any belligerent or by any organised body, sabotage, piracy, and any
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actual or threatened war, hostilities, warlike operations, civil war, civil commotion, or revolution.
(2) If at any time before the Vessel commences loading, it appears that performance of the contract will subject the
Vessel or her Master and crew or her cargo to war risks at any stage of the adventure, the Owners shall be entitled, by
letter or telegram despatched to the Charterers, to cancel this Charter Party.
(3) The Master shall not be required to load cargo or to continue loading or to proceed on or to sign Bill(s) of Lading
for any adventure on which or any port at which it appears that the Vessel, her Master and crew or her cargo will be
subjected to war risks. In the event of the exercise by the Master of his right under this Clause after part or full cargo has
been loaded, the Master shall be at liberty either to discharge such cargo at the loading port or to proceed therewith. In
the latter case the Vessel shall have liberty to carry other cargo for Owners' benefit and accordingly to proceed to and
load or discharge such other cargo at any other port or ports whatsoever, backwards or forwards, although in a contrary
direction to or out of or beyond the ordinary route. In the event of the Master electing to proceed with part cargo under
this Clause freight shall in any case be payable on the quantity delivered.
(4) If at the time the Master elects to proceed with part or full cargo under Clause 3, or after the Vessel has left the
loading port, or the last of the loading ports if more than one, it appears that further performance of the contract will
subject the Vessel, her Master and crew or her cargo, to war risks, the cargo shall be discharged, or if the discharge has
been commenced shall be completed, at any safe port in vicinity of the port of discharge as may be ordered by the
Charterers. If no such orders shall be received from the Charterers within 48 hours after the Owners have despatched a
request by telegram to the Charterers for the nomination of a substitute discharging port, the Owners shall be at liberty
to discharge the cargo at any safe port which they may, in their discretion, decide on and such discharge shall be
deemed to be due fulfilment of the contract of affreightment. In the event of cargo being discharged at any such other
port, the Owners shall be entitled to freight as if the discharge had been effected at the port or ports named in the Bill(s)
of Lading, or to which the Vessel may have been ordered pursuant thereto.
(5) (a) The Vessel shall have liberty to comply with any directions or recommendations as to loading, departure,
arrival, routes, ports of call, stoppages, destination, zones, waters, discharges, delivery or in any other wise whatsoever
(including any direction or recommendation not to go to the port of destination or to delay proceeding thereto or to
proceed to some other port) given by any Government or by any belligerent or by any organised body engaged in civil
war, hostilities, or warlike operations or by any person or body acting or purporting to act as or with the authority of any
Government or belligerent or of any such organised body or by any committee or person having under the terms of the
war risks insurance on the Vessel, the right to give any such directions or recommendations. If, by reason of or in
compliance with any such direction or recommendation, anything is done or is not done, such shall not be deemed a
deviation.
(b) If, by reason of or in compliance with any such directions or recommendations, the Vessel does not proceed to the
port or ports named in the Bill(s) of Lading or to which she may have been ordered pursuant thereto, the Vessel may
proceed to any port as directed or recommended or to any safe port which the Owners in their discretion may decide on
and there discharge the cargo. Such discharge shall be deemed to be due fulfilment of the contract of affreightment and
the Owners shall be entitled to freight as if discharge had been effected at the port or ports named in the Bill(s) of
Lading or to which the Vessel may have been ordered pursuant thereto.
(6) All extra expenses (including insurance costs) involved in discharging cargo at the loading port or in reaching or
discharging the cargo at any port as provided in Clauses 4 and 5 (b) hereof shall be paid by the Charterers and/or cargo
owners, and the Owners shall have a lien on the cargo for all moneys due under these Clauses.
46. Brokerage. A brokerage upon the freight and deadfreight as stated in Box 32 is due by the Owners to the Brokers
named in Box 33.
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47. Arbitration. Any dispute arising under this Charter Party shall be referred to arbitration in the place stated in Box
31, in accordance with the law and procedure prevailing there.
Any claim arising out of or under this Charter Party should be notified in writing by the party concerned to the other
party within twelve months from the completion of discharge failing which same to be deemed null and void.
Legal Topics:
FOOTNOTES:
(n1)Footnote 1. Sovfracht; reprinted with permission.
Adopted by the Documentary Council of the Conference of the Chartering and Shipowners Organization of the
Countries--Members of the Council for Mutual Economic Assistance.
Agreed with the Documentary Council of The Baltic and International Maritime Conference, Copenhagen.
(n2)Footnote 2. This portion of the printed form appears in a box layout.

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26 of 129 DOCUMENTS

FORM No. 19-3 NANYOZAI CHARTER PARTYn*
(PART II)
1. Owners, Vessel, Position, Charterers, Where to Load, Cargo Destination
IT IS MUTUALLY AGREED on the day and year written in Box 1 between the party mentioned in Box 2 as Owners or
Chartered Owners (hereinafter as "the Owners") of the Vessel named in Box 4 with particulars stated in the same Box 4,
now in the position as stated in Box 6 and expected ready to load under Charter Party about the date as described in Box
7 and the party mentioned in Box 3 as Charterers (hereinafter as "the Charterers") that the Vessel shall, with all
convenient speed, and proceed to the loading port or place indicated in Box 9 or so near thereto as she may safely get
and lie always afloat, and there load, with her own tackle, a full and complete or part cargo of Logs as described in Box
5, which the Charterers bind themselves to load, and being so loaded the Vessel shall, with all convenient speed,
proceed to the discharging port or place indicated in Box 10 or so near thereto as she may safely get and lie always
afloat and there deliver the said cargo in the customary manner.
2. Freight
(a) Freight shall be prepaid on Bills of Lading quantity as specified in Box 11.
(b) Freight shall be considered as earned upon completion of loading, the Vessel and/or cargo lost or not lost.
3. Laytime for Loading and Discharging
(a) Cargo shall be loaded at the average rate stated in Box 12 per weather working day of 24 consecutive hours,
Sundays and Holidays excepted unless used.
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(b) Laytime shall commence at 1 p.m. if notice of readiness to load is given at or before noon and at 6 a.m. next
working day if notice given after noon unless worked sooner whereupon laytime shall begin.
(c) Notice of readiness at loading port(s) shall be given during office hours to the Charterers or their nominees stated in
Box 9.
(d) Cargo shall be discharged at the average rate stated in Box 13 per weather working day of 24 consecutive hours,
Sundays and Holidays excepted unless used.
(e) Laytime shall commence at 1 p.m. if notice of readiness to discharge is given at or before noon and at 6 a.m. next
working day if notice given after noon unless worked sooner whereupon laytime shall begin.
(f) Notice of readiness at discharging port(s) shall be given during office hours to the Charterers or their nominees stated
in Box 10.
(g) Time lost in waiting for berth shall count as laytime.
(h) Laytime for loading and discharging shall be non-reversible.
4. Rotation
Rotation of loading and discharging ports shall be at the Owners' option.
5. Demurrage and Despatch Money
(a) Demurrage shall be paid to the Owners at the rate as agreed in Box 14 per day of 24 running hours or pro rata for
any part thereof, payable day by day, for all time used in excess of laytime at loading or discharging port(s).
(b) Despatch Money shall be paid to the Charterers at the rate as agreed in Box 15 per day of 24 running hours or pro
rata for any part thereof for laytime saved at loading or discharging port(s).
(c) Demurrage at loading port(s) and/or at discharging port(s) shall be settled at the place stated respectively in Box 14.
(d) Despatch Money at loading port(s) and/or at discharging port(s) shall be settled at the place stated respectively in
Box 15.
6. Free In and Out
(a) The Charterers shall load, stow and discharge the cargo free of risks and expenses to the Owners. The Charterers
shall have the liberty of working all available hatches.
(b) The Vessel shall provide motive power, winches, gins and falls at all times and, if required, shall supply light for
night work on board free of expenses to the Charterers.
7. Overtime
(a) Overtime for loading and discharging shall be for account of the party ordering the same.
(b) If overtime ordered by Port Authorities or any other Governmental Agencies, the Charterers shall pay extra expenses
incurred.
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(c) Officers' and crew's overtime shall always be paid by the Owners.
8. Deck Cargo
The Owners shall have the option to load cargo on deck at the Charterers' risk within the limit of the Vessel's
seaworthiness, in which case the Owners shall not be responsible for wash away and/or any other damage to on-deck
cargo.
9. Days on Demurrage
(a) Number of days of 24 running hours on demurrage for loading stated in Box 16 shall be allowed the Charterers at
loading port(s).
(b) Should the Charterers be unable to load within the above period, the Vessel shall have the liberty to sail with the
cargo then on board, the Charterers paying the deadfreight and demurrage incurred.
10. Laydays and Cancelling Date
(a) Laydays shall not commence before the date stated in Box 8.
(b) Should the Vessel not be ready to load (whether in berth or not) at or before noon on the cancelling date stated in
Box 8, the Charterers shall have the option of cancelling this Charter Party; such option shall be declared, if demanded,
at least 48 hours before the Vessel's expected arrival at the port of loading.
11. Owner's Resposibility and Exemption
(a) The Owners shall, before and at the beginning of the voyage, exercise due diligence to make the Vessel seaworthy
and properly manned, equipped and supplied and to make the holds and all other parts of the Vessel in which cargo is
carried fit and safe for its reception, carriage and preservation.
(b) The Owners shall properly and carefully handle, carry, keep and care for the cargo.
(c) The Owners shall not be liable for loss of or damage to the cargo arising or resulting from: unseaworthiness, unless
caused by want of due diligence on the part of the Owners to make the Vessel seaworthy, and to secure that the Vessel
is properly manned, equipped and supplied, and to make the holds and all other parts of the Vessel in which cargo is
carried fit and safe for its reception, carriage and preservation.
(d) The Owners shall not be responsible for loss of or damage to the cargo arising or resulting from: act, neglect or
default of the Master, mariner, pilot, or the servants of the Owners in the navigation or in the management of the Vessel;
fire, unless caused by the actual fault or privity of the Owners; perils, dangers and accidents of the sea or other
navigable waters; act of God; act of war; act of public enemies; arrest or restraint of princes, rulers or people, or seizure
under legal process; quarantine restrictions; act or omission of the Charterers or of the shippers or owners of the cargo,
their agents or representatives; strikes or lock-outs or stoppage or restraint of labor from whatever cause, whether partial
or general (provided that nothing herein contained shall be construed to relieve the Owners from responsibility for their
own acts); riots and civil commotions; saving or attempting to save life or property at sea; wastage in bulk or weight or
any other loss or damage arising from inherent defect, quality or vice of the cargo; insufficiency of packing;
insufficiency or inadequacy of marks; latent defects not discoverable by due diligence; any other cause arising without
the actual fault or privity of the Owners or without the fault of the agents or servants of the Owners.
12. Responsibility for Cargo

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The Owners shall not be responsible for split, chafing and/or damage unless caused by the negligence or default of the
Master or crew.
13. Stevedore Damage
(a) The Charterers shall be responsible for proved loss of or damage (beyond ordinary wear and tear) to any part of the
Vessel caused by stevedores at both ends.
(b) Such loss or damage, as far as apparent, shall be reported by the Master to the Charterers, their agents or their
stevedores within 24 hours after occurrence.
14. Deviation
The Vessel shall have the liberty to call at any port or ports en route, to sail without pilot, to tow and/or assist vessels in
all situations, and to deviate for the purpose of saving life and/or property or for bunkering purposes or to make any
reasonable deviation.
15. Owners' Lien
(a) The Owners shall have a lien on the cargo for all freight, dead-freight, demurrage, damages for detention, general
average and all and every other sum of money which may become due to the Owners under this Charter Party.
(b) The Charterers shall remain responsible for above sum only to such extent as the Owners have been unable to obtain
payment thereof by exercising the lien on the cargo.
16. Measurement
Cargo shall be measured by official measurers or sworn measurers according to Brereton Scale/Hoppus Scale before
loading.
17. Bills of Lading
The Master shall sign Bills of Lading at such rate of freight as presented without prejudice to this Charter Party, but
should the freight by Bills of Lading amount to less than the total chartered freight, the difference shall be paid to the
Owners in cash on signing Bills of Lading.
18. General Average
General average shall be adjusted and settled at the place indicated in Box 17, according to the York-Antwerp Rules,
1994 or any modification thereof.
19. Agency
In every case the Owners shall appoint their agents both at loading and discharging port(s).
20. Strike Clause
(a) Neither the Charterers nor the Owners shall be responsible for the consequences of any strikes or lock-outs
preventing or delaying the fulfillment of any obligations under this Charter Party.
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(b) If there is a strike or lock-out affecting the loading of the cargo or any part of it at the time when the Vessel must
start on or during her voyage to the port(s) of loading, the Charterers or the Owners shall have the option of cancelling
this Charter Party.
(c) If such strike or lock-out is going on at or occurs after the Vessel's arrival at port(s) of loading, the Charterers have
the right either to keep the Vessel waiting paying full demurrage or to cancel this Charter Party. Such cancellation shall
take place within 24 hours after the Vessel's arrival or 24 hours after the subsequent occurrence of such strike or
lock-out.
(d) If part of the cargo has then already been loaded, the Owners must proceed with same if requested by the Charterers,
having the liberty to complete with other cargo at the same loading port or any other nearby port(s) for the same
destination or any other nearby port(s) for the account.
(e) If there is a strike or lock-out affecting the discharge of the cargo at the time of the Vessel's arrival at or off the
port(s) of discharge, or occurring after the Vessel's arrival, the Charterers shall have the option of keeping the Vessel
waiting until such strike or lock-out is at an end against paying half the demurrage for the time the Vessel is delayed or,
of ordering the Vessel to nearby safe port(s) where she can safely discharge her cargo without risk of being detained by
strike or lock-out, against paying all extra expenses incurred; such option shall be declared within 36 hours after the
arrival at or off the port(s) of discharge or the subsequent occurrence of the strike or lock-out. On delivery of the cargo
at such port(s), all conditions of this Charter Party and of the Bill of Lading shall apply and the Vessel shall receive the
same freight as if she had discharged at the original port(s) of destination.
21. General War Clause
(a) If the nation under whose flag the Vessel sails should be engaged in war and the safe navigation of the Vessel should
thereby be endangered either party shall have the option of cancelling this Charter Party, and if so cancelled, cargo
already shipped shall be discharged either at the port(s) of loading or at the nearest safe place at the risk and expense of
the Charterers.
(b) If owing to outbreak of hostilities the cargo loaded or to be loaded under this Charter Party or part thereof becomes
contraband of war whether absolute or conditional or liable to confiscation or detention according to international law
or the proclamation of any of the belligerent powers, each party shall have the option of cancelling this Charter Party as
far as such cargo is concerned, and the contraband cargo already loaded shall then be discharged either at the port(s) of
loading or at the nearest safe place at the expense of the Charterers. The Owners shall have the right to fill up with other
goods instead of the contraband.
(c) Should any port(s) where the Vessel has to load under this Charter Party be blockaded, this Charter Party shall be
null and void with regard to the goods to be shipped at such port(s).
(d) No Bills of Lading shall be signed for any blockaded port(s), and if the port(s) of destination is declared blockaded
after Bills of Lading have been signed, the Owners shall discharge the cargo either at the port(s) of loading, against
payment of the expenses of discharge if the Vessel has not sailed thence or, if sailed, at any safe port(s) on the way as
ordered by the Charterers or if no order is given at the nearest safe place against payment of full freight.
(a) If the Vessel comes into collision with another ship as a result of the negligence of the other ship and any act,
neglect or default of the Master, mariner, pilot or the servants of the Owners in the navigation or in the management of
the Vessel, the owners of the cargo carried hereunder will indemnify the Owners against all loss or liability to the other
or non-carrying ship or her owners insofar as such loss or liability represents loss of or damage to, or any claim
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whatsoever of the owners of said cargo, paid or payable by the other or non-carrying ship or her owners to the owners of
said cargo and set off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim
against the carrying Vessel or the Owners.
(b) The foregoing provisions shall also apply where the owners, operators or those in charge of any ship or ships or
objects other than, or in addition to, the colliding ships or objects are at fault in respect to a collision or contact.
23. Indemnity
Indemnity for non-performance of this Charter Party shall be proved damages.
24. Sublet
The Charterers shall have the option of subletting whole or part of the Vessel, they remaining responsible for due
fulfillment of this Charter Party.
25. Arbitration
Any dispute arising from this Charter Party shall be submitted to arbitration held in Tokyo by the Tokyo Maritime
Arbitration Commission (TOMAC) of The Japan Shipping Exchange, Inc., in accordance with the Rules of TOMAC
and the award given by the arbitrators shall be final and binding on both parties.
26. Charter Party Holder
This Charter Party has been signed by both parties and shall be in the custody of the Owners.
Legal Topics:
FOOTNOTES:
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27 of 129 DOCUMENTS

FORM No. 19-4 The BIMCO Baltic Wood Charter Party
BALTIC WOOD CHARTER PARTY 1973 (Revised 1997; 2002)

(Baltic and North Sea -- with the exception of Russian ports -- to
the United Kingdom and the Republic of Ireland)
CODE NAME: "NUBALTWOOD"

Part I
Part II
1. Preamble
It is hereby agreed between the Owners/Disponent Owners named in Box 3 (hereinafter referred to as
Owners) of the good Vessel named in Box 6 and with particulars as set out in Boxes 7 and 8 and with
cargo hatches of dimensions as stated in Box 9 each with at least one workable crane or winch, unless the
Vessel is described in Box 10 as gearless, and of carrying capacity, inclusive of deck cargo, expressed in
cubic metres as stated in Box 11, now in position as stated in Box 12 and expected ready to load under
this Charter Party earliest on the layday stated in Box 13 but latest on the cancelling date stated in Box
14 and the party named as Charterers in Box 4 that:
2. Loading Port(s)
The said Vessel being tight, staunch and strong and in every way fitted for the voyage, shall with all
convenient speed (having liberty to take cargo for Owners' benefit, either direct or to any port or ports on
the way, and discharging the same) proceed to one safe berth at the loading port(s) stated in Box 15 or so
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near thereunto as she may safely get, and there load, always afloat in the customary manner as and where
ordered by the Charterers or their agents.
3. Cargo and Deck Load
(a) The Charterers shall provide a full or part cargo of sawn/further prepared softwood and/or hardwood
and/or telegraph poles and/or panel products, palletised and/or length packaged and/or truck bundled as
described in Box 18.
(b) If a part cargo is carried the Owners shall have the liberty of loading and/or discharging other part
cargoes for the account of other Charterers, under "Nubaltwood" terms and conditions, at port(s) en route
or not en route. The rotation of the loading and discharging port(s) or berth(s) shall in that case be at the
Owners' option.
(c) The Vessel shall be provided with a full deck load unless limited in Box 18, to be carried at full
freight as for under-deck cargo at the Charterers' risk and responsibility, not exceeding what the Vessel
can reasonably stow and carry over and above her tackle, apparel and furniture. If deck cargo is carried,
the Owners, if required and for their account, shall provide and erect uprights (but not from the cargo),
shall provide tarpaulins and cover deck cargo therewith and shall provide and secure lashings for deck
cargo; the Owners shall also provide slings if required and agreed.
(d) Unless otherwise agreed and stated in Box 18:
(i) the cargo shall be seasoned and/or kiln dried.
(ii) the Owners shall have a margin of 2.5% upwards or 6% downwards on the quantity of cargo to be
provided.
4. Discharging Port(s)
Being so loaded the Vessel shall proceed therewith to the safe discharging port(s) stated in Box 16 as
ordered by the Charterers on signing Bill(s) of Lading, thence to such safe berth or place within the port
as may be ordered by the Charterers on arrival unless its name is inserted in Bill(s) of Lading, or so near
thereunto as she may safely get, and there deliver the cargo, always afloat or, if specifically agreed and
stated in Box 17, not always afloat but safe aground upon being paid freight in accordance with Clause 5.
5. Payment
5.1 Freight
(a) The total freight calculated on the quantity delivered at the rates stated in Box 19 per cubic
metre/metric ton or the lump sum stated in Box 19 and any charges payable by the Charterers/Receivers
under Clause 8 shall be paid in cash into the Owners' bank account as stated in Box 20, less any freight
advance. Where cargoes of softwood comprise both length packaged and truck bundled goods the total
freight for such cargoes shall be charged at the rates stated in Box 19. Unless another percentage is
agreed and stated in Box 21, then 90% of the total freight less any freight advance, as calculated upon
each Bill of Lading quantity of cargo on board the Vessel upon arrival at destination, shall be paid upon
the Vessel commencing discharge. Any balance of freight or refund shall be paid when the final outturn
has been ascertained. At the completion of discharge the party responsible for undertaking discharge
shall provide at their own expense an outturn tally to the other party.
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(b) If freight has been agreed on a lump sum basis but, in accordance with the provisions of Clauses 13,
19 and 20, only part of the cargo has been loaded, the amount of freight payable shall be proportional to
the actual quantity of cargo delivered.
5.2 Freight Advance
If required by the Master, Charterers shall. advance cash for Vessel's ordinary disbursements in the
loading port at the closing rate of exchange at the loading port(s) on the day the advance is taken,
endorsed upon the relevant Bill(s) of Lading subject to a charge of 2% to be deducted by the Charterers.
Such advance shall not exceed one-third of the freight applicable to any one Bill of Lading and not more
than one-third of the freight on all or any Bill(s) of Lading.
5.3 Interest
Interest on any outstanding freight, charges or refund due shall accrue at the base rate plus 3%, of the
currency of payment.
6. Loading
6.1. Notice of Arrival
(a) The Master or the Owners shall telex the Charterers and the Shippers named by the Charterers or as
already identified in Box 5 at loading port(s) giving at least 10 clear working days' notice, stating the
Vessel's and the Charterers' name, date of this Charter Party (it known), quantity and kind of cargo
according to the Charter Party, the date of the Vessel's expected arrival at the loading port as well as the
names of loading and discharging ports.
(b) If the Vessel cannot arrive within 2 days after the date so notified, the Owners shall inform the
Charterers and the Shippers as above by telex as early as practicable stating the Vessel's estimated time
of arrival. Default under this clause other than wilful misrepresentation shall not be considered a breach
of the Charter Party but the Owners shall be responsible to the Charterers for proven extra costs due to
non-arrival by the stated date or dates, if due care has not been exercised in giving notice of probable
date of Vessel's arrival.
(c) If the Owners fail to give the required notice 1 clear working day shall be added to the laytime for
loading for each clear working day the notice falls short of the period stipulated, but if the Charterers
should commence loading before the expiration of such additional time then laytime shall count from the
actual commencement of loading.
6.2 Notice of readiness
Written notice of readiness to receive the cargo stating the approximate quantities of the cargo required
on and under deck shall be given by the Master or the Vessel's agents on his behalf to the Shippers
named in Box 5 at the loading port(s) after the Vessel's arrival at or off the loading port(s), provided the
Vessel is in all respects ready to load, whether in berth or not, whether cleared at customs or not, whether
in free pratique or not. If notice of readiness is given outside official office hours at the loading port(s),
such notice shall not take effect until the start of office hours on the following day.
6.3 Loading instructions and cargo presentation

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(a) The Charterers shall supply the Owners or their agents with a copy of their "loading instructions to
shippers" as soon as reasonably possible prior to loading. (b) The cargo shall be presented in such a
manner as to enable the Master to keep separate the cargo under each Bill of Lading. Each package shall
be marked on the upper half of one side with the Bill of Lading number, pack number, size and lengths
corresponding with the specifications for the package and, unless otherwise agreed, with the Bill of
Lading number on the top surface.
6.4 Loading port expenses Loading expenses
(a) Free in and Stowed
The stevedores shall be appointed by and shall be the servants of the Charterers or the Shippers but shall
be under the direction of the Master. The cargo shall be brought alongside the Vessel in the customary
manner and loaded and stowed at the Charterers' expense, risk and liability.
(b) Liner Terms (Quay Terms)
The stevedores shall be appointed by and shall be the servants of the Owners. The cargo shall be brought
alongside the Vessel in the customary manner at the Charterers' expense, risk and liability and shall be
loaded and stowed by the Owners at their expense. The Owners' liability shall commence on attaching
the cargo to the Vessel's or shore crane tackle.
Note:
(a) and (b) are alternatives; state alternative in Box 27, failing which (a) will apply.
6.5. Counting of Laytime
6.5.1 Single Charter Party
The cargo shall be loaded within the number of running hours indicated in Box 22.
6.5.2 Multiple Charter Parties
If, in accordance with Clause 3(b), cargo is carried under more than one charter party, the total cargo
under all Charter Party(ies) shall be aggregated and the resulting total cargo loaded within the number of
running hours indicated in Box 22. Notice of readiness given under any one charter party shall be
deemed to commence the counting of laytime for the entire cargo carried under all Charter Party(ies)
relating to the Vessel and laytime shall run without interruption save for the exceptions expressly set out.
6.5.3 Commencement of Laytime
Time for loading under sub-clause 6.5.1 or 6.5.2 shall commence at 14.00 on the same day if the Vessel
is ready to load, whether in berth or not, and written notice of readiness to load has been given to the
Shippers or their agents at or before 11.00 and at the commencement of the next working day if notice of
readiness is given during official office hours after 11.00 but if work is commenced earlier, time shall
count from such commencement. After berthing, actual time lost (if any) in the Vessel obtaining customs
clearance and free pratique, shall not count as laytime. Subject to the provisions of Clause 20, should the
Vessel be prevented from entering the port and/or berthing and/or loading for any reason other than
weather or inefficiency of the Vessel, the Vessel shall be regarded as if ready in berth after arrival at or
Page 239
off the port, or so near thereunto as she may be permitted to approach and the time shall count as above.
The time occupied in moving to loading berth shall not count as laytime.
The laytime shall not commence before the first layday or the notified date of arrival whichever is the
later. However, if loading commences earlier, time shall count from such commencement.
Saturdays after noon, Sundays, general and local holidays and periods of bad weather affecting loading
shall not count, unless used.
6.5.4 Two or More Loading Ports or Places
If two or more loading ports or places are used then, unless work is commenced earlier when time shall
count from such commencement, laytime at the second and subsequent loading port(s) or place(s) shall
resume in the next working period after the Vessel's berthing or anchoring if the berth is occupied,
provided the Vessel is in all respects ready to load. The time occupied in moving to the loading berth
shall not count unless the Vessel is already on demurrage.
6.6. Demurrage
If the Vessel is not loaded in accordance with the provisions of Clause 6.5.1 or Clause 6.5.2, and in
consequence detained beyond her laytime, the Charterers shall pay demurrage at the rate stated in Box
23. Where the provisions of Clause 6.5.2 apply, demurrage payable shall be apportioned between the
several Charterers pro rata to their share of the cargo loaded.
6.7. Disputes
Any dispute(s) arising at the loading port(s) shall be settled before signing the Bill(s) of Lading.
Otherwise a written notice of claim shall be handed to the Charterers or the Shippers or their nominated
representatives before signing the Bill(s) of Lading. If such notice has not been given before signing the
Bill(s) of Lading the Owners shall not be entitled to exercise any lien on the cargo in respect of such
claim of the Owners arising at the loading port(s).
7. Bills of Lading
The Charterers or their nominated representative shall provide the information necessary to prepare the
Bills of Lading and other documents relating to the cargo for presentation to the Master for signature in
time to enable the Vessel to sail without delay after completion of loading. The Master shall be obliged
to sign as many sets of Bills of Lading as the Charterers shall require; each set shall comprise a
maximum of 3 originals.
Each Bill of Lading shall be prepared in accordance with the "Nubaltwoodbill" form of Bill of Lading
and signed by the Master and shall be dated showing the date on which the goods the subject matter of
the Bill of Lading were loaded on board, quality, condition, measure, weight, value and description of
the contents of the packages unknown, freight and all terms, conditions, including the Law and
Arbitration Clause (Clause 27), and exceptions as per this Charter Party. The Owners shall be
responsible for the number of standard full and/or half and/or quarter packages of the approximate sizes
stated in the Bill(s) of Lading signed for by the Master or his duly authorised agent, but the Owners shall
not be responsible for any cargo which is lost or destroyed while lying alongside the Vessel in lighters or
on the quay or in warehouse waiting shipment. In case of any such loss or destruction the Master shall
furnish proof thereof. The Owners shall only be responsible for broken packages in the event that they
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fail to take due care either in loading and/or discharging. Packages shall not be broken for the Vessel's
benefit and Owners shall pay extra expenses, if any, for reforming and re-packing packages if caused by
the Vessel. If loaded packages are broken or re-packed after signing Bills of Lading, the Owners are
responsible for the number of pieces in every broken or re-packed package.
All goods loaded for discharge at a particular port, whether covered by the Bill(s) of Lading or not, shall
be delivered thereat, against presentation and surrender of the original Bill(s) of Lading relating to that
port. Any proven overages shall be notified to the Charterers.
8. Discharging
8.1 Notice of Readiness
Written notice of readiness to discharge cargo to be given by the Master or the Vessel's agents to the
Notify Party named in Box 29 after the Vessel's arrival at or off the discharging port(s), provided that the
Vessel is in all respects ready to discharge cargo whether carried under this Charter Party or any other
Charter Party when the provisions of Clause 3(b) apply, whether in port or not, whether in berth or not,
whether cleared at customs or not and whether in free pratique or not.
8.2 Discharging port expenses
(a) Free Discharge
The stevedores shall be appointed by, and shall be the servants of the Consignees but shall follow the
reasonable instructions of the Master. The Consignees have liberty to work on excepted days and outside
official working hours. The Consignees shall effect the discharging free of any risk, liability and expense
whatsoever to the Vessel.
(b) Free Discharge with Incentive money
The stevedores shall be appointed by, and shall be the servants of the Consignees but shall follow the
reasonable instructions of the Master. The Consignees have liberty to work on excepted days and outside
official working hours. The Consignees shall effect the discharging free of any risk, liability and expense
whatsoever to the Vessel.
Incentive money shall be payable to the Receivers by the Owners on laytime saved.
(c) Shared Costs
The stevedores shall be appointed by, and shall be the servants of the Owners. The Owners' liability shall
cease at the discharging port(s) on release from the Vessel's or shore crane tackle on quay or vehicle
when discharging direct to vehicle is the agreed method of discharge.
For any work done by the Vessel at the discharging port(s) beyond release from the Vessel's or shore
crane tackle on quay or vehicle the costs shall be paid by the Consignees and in the event of the
discharge being direct to vehicle and the costs are greater than the costs of discharging to quay, the
Consignees shall pay the extra costs.
In the execution of any work done beyond release from the Vessel's or shore crane tackle on quay or
direct on to vehicle, the Owners shall act as stevedores with the liability only of such and not further or
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otherwise, but the Owners shall not be liable for damage by fire even though caused by the act or neglect
of the Owners or their servants or of any person for whom they are responsible.
Note: (a), (b) and (c) are alternatives, state alternative in Box 28 failing which, (a) will apply.
8.3 Counting of Laytime
8.3.1 Single Charter Party
The cargo shall be discharged within the number of running hours indicated in Box 24.
8.3.2 Multiple Charter Parties
If, in accordance with Clause 3(b), cargo is carried under more than one charter party, the total cargo
carried under all Charter Parties shall be aggregated and the resulting total cargo discharged within the
number of running hours indicated in Box 24.
Notice of readiness given under any one charter party shall be deemed to commence the counting of
laytime for the entire cargo carried under all Charter Parties relating to the Vessel and laytime shall run
without interruption save for the exceptions expressly set out.
8.3.3 Commencement of Laytime
Time for discharging under sub-clause 8.3.1 or 8.3.2 shall commence at 14.00 on the same day if the
Vessel is ready to discharge cargo carried under this charter party or any other charter party when the
provisions of Clause 3 (b) apply, whether in berth or not and written notice of readiness to discharge has
been given to the Receivers or their agents at or before 11.00 and at the commencement of the next
working day if notice of readiness is given during ordinary office hours after 11.00 but if work is
commenced earlier, time shall count from such commencement.' After berthing, actual time lost (if any)
in the Vessel obtaining customs clearance and free pratique, shall not count as laytime. Subject to the
provisions of Clause 20 should the Vessel be prevented from entering the port and/or berthing, and/or
discharging for any reason other than weather, tidal conditions or inefficiency of the Vessel, the Vessel
shall be regarded as if ready in berth after arrival at or off the port, or so near thereunto as she may be
permitted to approach and the time shall count as above. The time occupied in moving to discharging
berth shall not count as laytime.
Saturdays, Sundays, general and local holidays and periods of bad weather affecting discharge shall not
count, unless used.
8.3.4 Two or More Discharging Ports or Places
If two or more discharging ports or places are used then, unless work is commenced earlier, when time
shall count from such commencement, laytime at the second and subsequent discharging port(s) or
place(s) shall resume in the next working period after the Vessel's berthing or anchoring if the berth is
occupied, provided the Vessel is in all respects ready to discharge cargo carried under this Charter Party
or any other charter party when the provisions of Clause 3 (b) apply. The time occupied in moving to
discharging berth shall not count unless the Vessel is already on demurrage.
8.4 Demurrage
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If the Vessel is not discharged in accordance with the provisions of Clause 8.3.1 or Clause 8.3.2 and in
consequence is delayed beyond her laytime, the Consignees shall pay demurrage to the Owners at the
rate stated in Box 25. Where, the provisions of Clause 6.3.2 apply, demurrage payable shall be
apportioned between the several Consignees pro rata to their share of the cargo discharged.
8.4.1 Incentive money
In accordance with the provisions of Clause 8.2(b), Incentive money shall be paid by the Owners to the
Receivers at the rate indicated in Box 26.
Where the provisions of Clause 6.3.2 apply, Incentive money shall be payable on the aggregate of all
cargoes carried by reference to the laytime saved for the Vessel and not any individual cargo. Unless one
named recipient is nominated in writing, payment will be distributed pro rata to the quantity of cargo for
each Receiver notwithstanding any individual performance.
8.5 Claims
In accordance with the provisions of Clause 7, counting of packages or pieces in broken packages shall
take place alongside the Vessel.
All accounts and/or claims relating to the discharging port(s) including shortage of packages or pieces in
broken packages or damage to the goods, if any, shall be settled between the Consignees and the Owners
direct.
9. Overtime, Vessel's Cranes and Lights
(a) If work is done outside official working hours or on excepted days all extra expenses shall be for the
account of the party ordering same. However, if such work is undertaken on the orders of the Port
Authority or any similar body empowered to order the Vessel to work after official working hours or on
excepted days then the Owners and the Charterers shall bear and pay such extra expenses incurred by
them in complying with any such orders or directions. In all cases overtime expenses for the Vessel's
Officers and Crew shall be for the Owners' account.
(b) If the Vessel is geared and described as such in Box 10 the Owners shall, if required, give free use of
the Vessel's cranes/winches, which are to be in good working order, and shall provide sufficient motive
power to operate all cranes/ winches simultaneously.
(c) The Vessel shall supply lights as on board free of charge for work during periods of darkness.
10. Agency
At the loading port(s) and discharging port(s) the Vessel shall be consigned to the Owners' agents.
11. Substitution
(a) The Owners have the liberty to substitute a Vessel of similar size, draught, class and position and on
the same terms of the Charter Party provided they give telex notice to the Charterers not less than 2 clear
working days prior to the probable date of the Vessel's arrival at the first loading port.
(b) Extra insurance, if any, on the cargo owing to the substituted Vessel's age, class and flag shall be for
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the Owners' account.
12. Cancelling
If at any time prior to the cancelling date the Owners consider that the Vessel cannot reach the (first)
loading port before the cancelling date named in the Charter Party, then the Owners must give immediate
telex notice to the Charterers also stating the day on which the Vessel is expected to arrive and the
Charterers shall declare by telex within 2 working days from their receipt of such notice whether or not
they cancel the Charter Party. If the Charterers do not exercise their option of cancelling, the 4th calendar
day after the readiness date stated in the Owners' notification shall be regarded as the new cancelling
date.
13. Fire
If the goods intended for shipment under this Charter Party by the Shippers are destroyed by fire, or if
fire at the mill(s) prevents their being provided, the Charterers shall have the right of cancelling this
Charter Party, immediate notice thereof being given by telex to the Owners. In the event of part cargo
having been shipped and the remainder of the goods intended for shipment being destroyed by fire, or if
fire at the mill(s) prevents their being provided, Charterers' liability to ship the balance of the cargo shall
thereupon cease and the Vessel shall proceed with the cargo then on board, having liberty to fill up for
Owners' benefit at the same or at any other port or ports either for the same destination or for any other
port or ports whether any of such ports are in the course of the chartered voyage or not.
14. Force Majeure
If floods and/or ice conditions and/or any other circumstances beyond the control of the Shipper prevent
the manufacture of the goads or their transit to the port of shipment, the Charterers, provided they give
notice of such prevention to the Owners before the Vessel leaves the last outward port for the (first)
loading port, shall have the right to cancel this Charter Party without liability for damages.
15. Clause Paramount
The Hague Rules contained in the International Convention for the Unification of certain rules relating to
Bills of Lading, dated Brussels the 25th August 1924 as enacted in the country of shipment shall apply to
this Charter Party.
When no such enactment is in force in the country of shipment, the corresponding legislation in the
country of destination shall apply, but in respect of shipments to which no such enactments are
compulsorily applicable the terms of the said Convention shall apply.
In trades where the International Brussels Convention 1924 as amended by the Protocol signed at
Brussels on February 23rd 1968 (the Hague-Visby Rules) apply compulsorily, the provisions of the
respective legislation shall be considered incorporated in this Charter Party.
The Carrier takes all reservations possible under such applicable legislation, relating to the period before
loading and after discharging and while the goods are in the charge of another carrier, and to deck cargo
and live animals.
16. Deviation
The Vessel shall have the liberty to tow and to be towed and to assist vessels in distress and to deviate
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for the purpose of saving life or property, to sail without pilot and to call at any ports in any order, for
bunkering or other purposes, or to make trial trips after notice, or adjust compasses and/or radio
equipment and reasonable exercise of any of these liberties shall not be deemed to be departure from the
contractual route.
17. Re-chartering
The Charterers shall have permission to re-charter or sub-let (wholly or partly) the Vessel at any rate of
freight without prejudice to the Charter Party, and the Bill(s) of Lading shall be signed at any rate of
freight without prejudice to the Charter Party, but the Charterers shall always remain responsible to the
Owners for due fulfillment of this Charter Party.
18. War Clause
18.1 For the purpose of this Clause, the words:
(a) "Owners" shall include the shipowners, bareboat charterers, disponent owners, managers or other
operators who are charged with the management of the Vessel, and the Master; and
(b) "War Risks" shall include any war (whether actual or threatened), act of war, civil war, hostilities,
revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or
reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether
imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or
against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political
group, or the Government of any state whatsoever, which, in the reasonable judgement of the Master
and/or the Owners, may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo,
crew or other persons on board the Vessel.
18.2 If at any time before the Vessel commences loading, it appears that, in the reasonable judgement of
the Master and/or the Owners, performance of the Charter Party, or any part of it, may expose, or is
likely to expose, the Vessel, her cargo, crew or other persons on board the Vessel to War Risks, the
Owners may give notice to the Charterers cancelling this Charter Party, or may refuse to perform such
part of it as may expose, or may be likely to expose, the Vessel, her cargo, crew or other persons on
board the Vessel to War Risks; provided always that if this Charter Party provides that loading or
the Vessel, her cargo, crew, or other persons on board the Vessel may be exposed, or may be likely to be
exposed, to War Risks, the Owners shall first require the Charterers to nominate any other safe port
which lies within the range for loading or discharging, and may only cancel this Charter Party if the
Charterers shall not have nominated such safe port or ports within 48 hours of receipt of notice of such
requirement.
18.3 The Owners shall not be required to continue to load cargo for any voyage, or to sign Bills of
Lading for any port or place, or to proceed or continue on any voyage or on any part thereof, or to
proceed through any canal or waterway, or to proceed to or remain at any port or place whatsoever,
where it appears, either after the loading of the cargo commences, or at any stage of the voyage thereafter
before the discharge of the cargo is completed, that, in the reasonable judgement of the Master and/or the
Owners, the Vessel, her cargo (or any part thereof), crew or other persons on board the Vessel (or any
one or more of them) may be, or are likely to be, exposed to War Risks. If it should so appear, the
Owners may by notice request the Charterers to nominate a safe port for the discharge of the cargo or any
part thereof, and if within 48 hours of the receipt of such notice, the Charterers shall not have nominated
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such a port, the Owners may discharge the cargo at any safe port of their choice (including the loading
port) in complete fulfillment of the Charter Party. The Owners shall be entitled to recover from the
the loading port, to receive the full freight as though the cargo had been carried to the discharging port
18.4 If at any stage of the voyage after the loading of the cargo commences, it appears that, in the
reasonable judgement of the Master and/or the Owners, the Vessel, her cargo, crew or other persons on
board the Vessel may be, or are likely to be, exposed to War Risks on any part of the route (including
any canal or waterway) which is normally and customarily used in a voyage of the nature contracted for
and there is another longer route to the discharging port, the Owners shall give notice to the Charterers
18.5 The Vessel shall have liberty:
(a) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes,
sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery or in any way
whatsoever which are given by the Government of the Nation under whose flag the Vessel sails, or other
Government to whose laws the Owners are subject, or any other Government which so requires, or any
body or group acting with the power to compel compliance with their orders or directions;
(b) to comply with the orders, directions or recommendations of any war risks underwriters who have the
authority to give the same under the terms of the war risks insurance;
(c) to comply with the terms of any resolution of the Security Council of the United Nations, any
directives of the European Community, the effective orders of any other Supranational body which has
the right to issue and give the same, and with national laws aimed at enforcing the same to which the
Owners are subject, and to obey the orders and directions of those who are charged with their
enforcement;
(d) to discharge at any other port any cargo or part thereof which may render the Vessel liable to
confiscation as a contraband carrier. Prior to discharge in such cases and wherever possible Owners shall
consult Charterers, who shall give their immediate nomination of an alternative safe port;
(e) to call at any other port to change the crew or any part thereof or other persons on board the Vessel
when there is reason to believe that they may be subject to internment, imprisonment or other sanctions;
(f) where cargo has not been loaded or has been discharged by the Owners under any provisions of this
Clause, to load other cargo for the Owners' own benefit and carry it to any other port or ports
whatsoever; whether backwards or forwards or in a contrary direction to the ordinary or customary route.
18.6 If in compliance with any of the provisions of sub-clauses (2) to (5) of this Clause anything is done
or not done, such shall not be deemed to be a deviation, but shall be considered as due fulfillment of the
Charter Party.
19. Ice Clause

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19.1 Where the Charter Party provides for one loading port only, if when the Vessel is ready to proceed
from her last port of call (whether a discharging port or not) or at any time during the voyage to the
loading port the Owners be informed by the Shippers or their authorised agents and the Owners' agents at
loading port that in their opinion the port is not accessible and/or the shipment of the goods is not
practicable by reason of ice, the Owners shall have the right to cancel the Charter Party and shall
forthwith inform the Charterers accordingly.
19.2 Where the Charter Party provides for one loading port only, if upon Vessel's arrival off the port or
so near thereunto as she can get, ice, in the opinion of the Master, prevents the Vessel from reaching or
entering the loading port, the Charter Party shall be cancelled forthwith and the Owners shall advise the
Charterers by telex. If after arrival, the Master, for fear of the Vessel being frozen in, deems it advisable
to sail he shall be at liberty to leave either without cargo, in which case the Charter Party shall be
cancelled forthwith and the Master or the Owners shall notify the Charterers by telex accordingly, or
with part cargo and to fill up for the Vessel's benefit at any port for any port or ports whether such ports
be in the course of the chartered voyage or not; but in case of leaving with part cargo the Vessel shall
deliver such part cargo at its port of delivery or shall, without undue delay, forward it thereto and there
deliver it in accordance with this Charter Party.
19.3 Where the Charter Party provides for more than one loading port, if, in the opinion of the Master,
the first loading port be inaccessible, or, if after arrival at any loading port the Master for fear of the
Vessel being frozen in, deems it advisable to sail without cargo or with a part cargo, the Vessel shall
proceed in rotation to the next loading port named in the Charter Party which in the opinion of the
Master is accessible. On arrival at such loading port the Charterers shall declare forthwith, in writing, to
the Master or Owners' agents at such ports, either to cancel the Charter Party to the extent to which it is
unfulfilled or to load a full and complete cargo at the loading ports named in the Charter Party, which, in
the opinion of the Master, are accessible, completing, if necessary, at any other safe open port on the
same coast and in the same country. In the event of the Charterers declaring to cancel the Charter Party
to the extent to which it is unfulfilled the Vessel shall nevertheless have the right to fill up for Vessel's
benefit at any port for any port or ports, whether in the course of the chartered voyage or not, but shall
without undue delay deliver any part cargo which had previously been loaded under this Charter Party at
its port of delivery or forward it thereto and there deliver it in accordance with this Charter Party. If all
ports be in the opinion of the Master inaccessible the Charter Party shall forthwith be cancelled and the
Owners shall advise the Charterers by telex.
19.4 The Charterers' liability to supply cargo and to load shall not commence earlier than 48 hours after
the navigation of lighters between the Shippers' wharf and/or quay and the Vessel is unimpeded by ice.
20. Strike Clause
20.1 Wherever used in Clauses 20.1 to 20.8 the words "relevant party" shall mean the Charterers in
respect of loading port(s), the Charterers where discharge is in accordance with Clause 8.2(c) and the
Consignees where discharge is in accordance with Clause 8.2(a) and 8.2(b). The word "strike" when used
in Clauses 20.1 to 20.9 shall include lockout, riot and civil commotion preventing the Vessel from being
loaded or discharged. Laytime shall not count during the period of any strike preventing loading or
discharging of the cargo. If the Vessel is carrying cargo for discharge at the loading port(s) such cargo
shall have been discharged before the provisions of Clauses 20.1 to 20.8 apply.
20.2 In the event of strike(s) preventing or delaying the production or transport of the goods to the
loading port(s) or affecting the loading of the cargo or any part of it at the time when the Vessel must
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start on or during her voyage to the loading port(s), the Owners may give the Charterers telex notification
of their intention to cancel the Charter Party or to proceed to the loading port subject to the Charterers
agreeing to the provisions of Clause 20.5. The Charterers shall, within one clear working day after
receipt of such notification, declare by telex whether they are prepared as from the time of arrival of the
Vessel to accept the provisions of Clause 20.5, failing which the Owners shall have the right to cancel
the Charter Party without further notification.
20.3 In the event of strike(s) preventing or delaying the production or transport of the goods to a loading
port, on or after arrival of the Vessel at the loading port, the Charterers shall have the right to keep the
Vessel waiting, in accordance with the provisions of Clause 20.5. Subject to provision of telex notice
from Owners in accordance with Clause 20.1, if such right is not exercised within one clear working day
after the Vessel's arrival, or one clear working day after the subsequent occurrence of such strike(s), then
the Owners shall have the option, by giving telex notice to the Charterers, to cancel the Charter Party to
the extent of the cargo to be lifted at the loading port and the cargo to be lifted at other loading port(s), if
they are affected by such strike(s). If, when exercising such option, part of the cargo has then already
been loaded the Vessel must carry it to the discharging port(s) (freight payable on the loaded quantity
only), having liberty to complete with other cargo on the way for Owners' account.
20.4 In the event of strike(s) at a discharging port preventing the discharge of cargo destined thereto, the
relevant party shall on receipt of notice from the Owners requesting a liberty to divert, have the option at
any time before the Vessel arrives at or off the discharging port to order the Vessel to a safe port where
the cargo for the strike(s) affected port can be discharged. Cargo destined for discharging port(s)
unaffected by strike(s) shall be discharged thereat and without liability. In the event of strike(s) at a
discharging port preventing the discharge of cargo at the time the Vessel arrives or thereafter, the
relevant party shall have the option, to be declared within one clear working day of receipt of telex notice
from the Owners of their wish to divert, of keeping the Vessel waiting in accordance with the provisions
of Clause 20.5 or of ordering the Vessel to a named safe port where the cargo can be discharged. Where
the cargo has been delivered at a substituted port, all conditions of this Charter Party and Bill(s) of
Lading issued pursuant hereto shall apply and the Vessel shall receive the same freight as if the discharge
had been at the original discharging port. However, if the additional distance the Vessel has to travel to
reach the substituted port after being ordered to divert, exceeds 100 nautical miles (calculated from the
point where the Vessel is located to the substitute port, less the distance from where the Vessel is located
to the original discharging port), then the freight (minus any loading and discharging costs included in
the freight) on the cargo delivered thereat shall be increased in the same ratio as the excess distance is in
proportion to the original voyage distance.
20.5 If the Vessel is ordered to be kept waiting by the relevant party, in compliance with Clause 20.2 or
Clause 20.3 or Clause 20.4 then, unless the Vessel is already on demurrage, which shall continue to be
due in full in accordance with the provisions of Clause 6.6 or Clause 8.4 as appropriate, the following
provisions shall separately apply at each loading and discharging port:
(i) On arrival at the port no liability for compensation shall accrue for the first 6 running days after the
expiry of one clear working day from the receipt of the required notice from the Owners to the relevant
party.
(ii) Thereafter and for a period of up to 7 running days the relevant party shall pay to the Owners on the
quantity stated in Box 18 compensation per running day or pro rata, equal to half the applicable
demurrage rate.
(iii) Thereafter the relevant party shall pay to the Owners on the quantity stated in Box 18 compensation
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per running day or pro rata, equal to the applicable demurrage rate.
20.6 The liability for compensation under Clause 20.5 shall not apply where the Vessel completes
loading at the loading port or discharging at the discharging port within the time under Clause 20.5 (1)
and within the laytime.
20.7 The relevant party shall have the right at any time while the provisions of Clause 20.5 apply to
nevertheless order the Vessel to depart to a substitute loading or discharging port, subject to the
provisions of Clauses 20.3 and 20.4, but in any case the relevant party shall be bound to pay the accrued
liability under Clause 20.5 at the time such an order is given.
20.8 If strike conditions cease and delivery by or to the relevant party is commenced before the expiry of
the periods in Clauses 20.5(i) and 20.5(ii) but is subsequently, prevented by further strike(s), the
provisions of Clause 20.5 shall be reactivated but the time remaining under Clause 20.5(i) and then
Clause 20.5(ii) shall be reduced by the cumulative period the previous strike(s) prevented delivery by or
to the relevant party. This provision shall continue to apply where the Vessel is subsequently ordered to a
substitute port while the provisions of Clause 20.5 are in operation, but the time moving to the
substituted port shall not count.
20.9 In the event of strike(s) by Officers or Crew of the Vessel and/or other employees of the Owners or
any strike(s) caused by them, delay to the Vessel shall be for the Owners' account.
21. Lien
21.1 The Owners shall have an absolute lien on the cargo for freight, deadfreight, demurrage, any
charges arising under Clause 8.2(c), compensation under Clause 20 and average contribution due to them
under this Charter Party, including the necessary cost of recovering same.
21.2 In case of disputes over items payable by the Charterers/Shippers/Consignees, the interested party
shall have the option of providing the Owners with an acceptable letter of guarantee, in which event the
Owners not to exercise lien on the cargo for such items. The letter of guarantee may provide that the
undertaking contained therein becomes invalid if -- within one year of its date of issue -- the dispute has
neither been settled amicably, nor submitted to court or arbitration.
If the Vessel comes into collision with another vessel as a result of the negligence of the other vessel and
any act, neglect or default of the Master, mariner, pilot or the servants of the Owners in the navigation or
in the management of the Vessel, the owners of the cargo carried hereunder will indemnify the Owners
against all loss or liability to the other or non-carrying vessel or her Owners in so far as such loss or
liability represents loss of, or damage to, or any claim whatsoever of the owners of said cargo, paid or
payable by the other or non-carrying vessel or her Owners to the owners of said cargo and set off,
recouped or recovered by the other or non-carrying vessel or her Owners as part of their claim against the
carrying vessel or Owners.
The foregoing provisions shall also apply where the Owners, operators or those in charge of any vessel
or vessels or objects other than, or in addition to, the colliding vessels or objects are at fault in respect of
a collision or contact.

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General Average shall be adjusted, stated and settled at the place as indicated in Box 30 according to the
York-Antwerp Rules, 1994 or any modifications thereof, but if, notwithstanding the provisions specified
in Box 30, the adjustment is made in accordance with the law and practice of the United States of
America, the following clause shall apply:
"In the event of accident, danger, damage or disaster before or after commencement of the voyage,
resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence
of which, the Owners are not responsible, by statute, contract or otherwise, the goods, shippers,
consignees or owners of the goods shall contribute with the Owners in general average to the payment of
any sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay
salvage and special charges incurred in respect of the goods. If a salving vessel is owned or operated by
the Owners, salvage shall be paid for as fully as if the salving vessel or vessels belonged to strangers.
Such deposit as the Owners, or their agents, may deem sufficient to cover the estimated contribution of
the goods and any salvage and special charges thereon shall, if required, be made by the goods, shippers,
consignees or owners of the goods to the Owners before delivery."
24. Brokerage
Brokerage on the freight and deadfreight as stated in Box 31 is due by the Owners to the party named in
Box 31.
25. Claims
Details of any claim under this Charter Party must be given within 18 months of the date of final
discharge otherwise such claim shall be deemed to be waived.
26. Taxes and Dues
(a) On Vessel -- The Owners shall pay all dues, charges and taxes customarily levied on the Vessel,
howsoever the amount thereof may be assessed.
(b) On cargo -- The Charterers shall pay all dues, charges, duties and taxes customarily levied on the
cargo, howsoever the amount thereof may be assessed.
(c) On freight -- Unless otherwise agreed in Box 32 taxes levied on the freight shall be for the Charterers'
account.
27. Law and Arbitration
27.1 This Charter Party shall be governed by and construed in accordance with English law and any
dispute arising out of this Charter Party or Bill of Lading issued hereunder shall be referred to
Arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or
re-enactments thereof for the time being in force, one Arbitrator being appointed by each party unless it
is agreed to appoint a jointly nominated sole Arbitrator. In the absence of agreement to appoint a jointly
nominated sale Arbitrator then, on the receipt by one party of the nomination in writing of the other
party's Arbitrator, that party shall appoint their Arbitrator within 14 days, failing which the decision of
the sole Arbitrator shall apply. If two Arbitrators properly appointed shall not agree they shall appoint an
Umpire whose decision shall be final.
For disputes where the total amount claimed by either party does not exceed the amount of 20,000 Euros,
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the arbitration shall be conducted in accordance with the Small Claims Procedure of the London
Maritime Arbitrators Association.
27.2 If a place other than London is stated in Box 33 any dispute arising under this Charter Party shall be
referred to arbitration at the place indicated in Box 33, subject to the law and procedure applicable there.
The law of the place indicated in Box 33 shall govern this Charter Party.
28. Telex
Wherever the word "telex" appears in the Charter Party it shall be deemed to include telefax, telegram
and other comparable methods of electronic communication.
Legal Topics:
Admiralty LawCharterpartiesTypesBareboat Charters
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28 of 129 DOCUMENTS

FORM No. 19-5 SOVCONROUNDn1
The Baltic and International Maritime Conference; reprinted with permission.
Issued by the Documentary Council of The Baltic and International Maritime Conference, The U.S.S.R.
Chamber of Commerce, V/O "Exportles", V/O "Sovfracht" and "Sojuzmorniiprojekt", Moscow.
Adopted by the Documentary Committee of the Chamber of Shipping of the United Kingdom.
Recommended by the Baltic and International Maritime Conference.
The Baltic and International Maritime Conference Soviet Roundwood Charter Party
(For Pulpwood, Pitwood, Roundwood and Logs From Baltic and White Sea Ports of the U.S.S.R.)
The first portion of this charter party appears in a box layout which is illustrated on the following pages.
Clauses 2 through 48 have been reprinted to permit presentation in a readable format designed to
facilitate research.
2. Port of Loading; Cargo. That the said Vessel being staunch, tight, strong and in every respect fitted for the voyage,
shall, with all convenient speed, (having liberty to take cargoes for Owners' benefit, either direct or to any port or ports
on the way and after its discharging) sail and proceed to the Port of Loading indicated in Box 13 or so near thereto as
she may safely get and there load always safely afloat in customary manner as and where ordered by the Charterers or
their Agents a full or part cargo as described in Box 23 being up to a length (approximately) as indicated in the same
box.
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3. Deck load. The Vessel shall be provided with deck load, at full freight at Charterers' risk, not exceeding what she
can reasonably stow and carry over and above her tackle, apparel, provisions and furniture. If any deck cargo is lost
during the voyage the freight shall be reduced pro rata.
4. Combined loading in Leningrad and Viborg. If the Vessel is chartered for loading in Viborg the Charterers shall
have liberty to complete in Leningrad, or to direct the Vessel to Leningrad without calling Viborg. If the Vessel is
chartered for loading in Leningrad the Charterers shall have liberty to direct her to Viborg only or to direct her to
Viborg and for completion to Leningrad. If the two loading ports used, the Charterers shall pay to the Owners extra per
fathom as indicated in Box 25 for the total quantity. The order for loading in Viborg or Leningrad shall be given by the
Charterers or by EXPORTLES LENINGRAD, in such manner as to enable the Master to receive same before Vessel's
crossing 25 degrees East Longitude in Gulf of Finland. Otherwise the Vessel shall proceed to the first port of loading as
stated in Box 13.
5. Port of discharge. Being so loaded the Vessel shall therewith proceed to the Port of Discharge designated in Box 18
as ordered on signing Bills of Lading or so near thereto as she may safely get, and there deliver the cargo in the
customary manner alongside any wharf and/or craft, always safe and afloat, as directed by Consignees.
6. Freight; Currency Bankers Payee. The freight shall be paid by the Charterers at the rate stated in Box 24 per
intaken piled fathom of 216 English cubic feet or intaken solid cubic metres of 35.32 English cubic feet in cash less
advance and cost thereof if any: 75 per cent. of the calculated amount of the freight less advance of freight, if any, upon
Vessel's arrival in dock or at wharf and the balance upon completion of discharge and Owners presenting to the
Charterers or their Agents outturn certificate. This percentage shall be calculated upon the quantity of cargo on board
the Vessel upon arrival at destination. The Master to advise EXPORTLES MOSCOW of the date of completion of
discharge. Freight shall be paid in the currency stated in Box 26 to credit of the Bankers indicated in Box 27 in favour
of the Payee designated in Box 28.
7. Freight advance. Cash for Vessel's ordinary disbursements at the port of loading not exceeding one third of the
calculated amount of the freight shall be advanced by the Shippers/Charterers, if required by the Master, at the official
rate of exchange at the port of loading on the day the advance is taken and endorsed upon Bill of Lading as freight
advance, subject to two per cent. to cover interest, commission and cost of insurance, otherwise the Owners shall put
their Agents in funds, sufficient to cover Vessel's ordinary disbursements, including cost of bunkers, if any, prior to
Vessel's arrival at the port of loading but latest before signing of Bills of Lading.
8. Dues and Charges. (a) On the Cargo. The Shippers/Charterers shall pay all dues, taxes and charges on the cargo at
the port of loading, and the Consignees/Charterers at the port of discharge.
(b) On the Vessel. The Owners shall pay all port dues, pilotage, towage and other charges and/or taxes customarily
charged to the Vessel.
9. Loading; Notice of arrival. The Owners or the Master shall telegraph to EXPORTLES MOSCOW and to
EXPORTLES LENINGRAD for loading in Leningrad and/or Viborg, or to EXPORTLES RIGA for loading at Riga or
Ventspils, or EXPORTLES ARCHANGEL for loading in Archangel 8 running days' notice for Baltic ports and 10
running days' notice for White Sea ports stating the Vessel's and Charterers' name, date of this Charter Party, port of
loading, kind of cargo, its quantity according to the Charter Party and the date of the Vessel's expected arrival at the port
of loading. The Owners or the Master shall keep all the addresses telegraphically advised of any alteration of the date of
the Vessel's expected arrival.
The Owners or the Master shall telegraph 48 and 24 hours' notice to EXPORTLES LENINGRAD for loading in
Leningrad and/or Viborg, or EXPORTLES RIGA for loading at Riga or at Ventspils, or EXPORTLES ARCHANGEL
for loading in Archangel stating the Vessel's and the Charterers' name and the probable time of the Vessel's arrival.
Page 253
Default under this clause shall not be considered a breach of the Charter Party, and in case of omission the loading time
shall be prolonged accordingly, but should loading be commenced before expiration of the time so added then the
loading time shall count as soon as the loading is commenced.
10. Notice of readiness. Written notice of readiness to receive the cargo stating the approximate quantity of the cargo
required shall be given by the Master or the Vessel's Agents on his behalf to the branch office of EXPORTLES at the
port of loading or VNESHTRANS, if no Exportles office is available, within ordinary office hours after the Vessel's
arrival at the port of loading, provided the Vessel is in all respects ready to load (whether the Vessel is in berth or not).
11. Counting of laytime. The laytime for the loading shall count from 14.00 hours on the same day if notice of
readiness (as per Clause 10) is given before noon and from 08.00 hours on the following working day if notice is given
within ordinary office hours after noon, but irrespective thereof, the Charterers are entitled not to commence the loading
and no time shall count if the Vessel arrives before the date of laydays or before the date notified. If loading is
commenced before the commencement of laytime, time actually used shall count in this period. Saturdays and days
preceding holidays shall each count only as 3/4s of a day. On Mondays and days after holidays, time shall not count
until 08.00 hours. Besides, Sundays and holidays are excepted. All the above excepted periods shall not count as
laytime, unless used, in which event time actually used shall count, overtime payable to the Vessel' s officers and crew
being for the Owners' account.
Time lost through weather hindrances not to count.
Subsequent ports. If the vessel is directed to one or several further port(s) for loading the laytime at the subsequent
port(s) shall count immediately after the Vessel's arrival.
the loading port by any reason other than weather, tidal conditions or inefficiency of the Vessel, the Vessel shall be
regarded as if ready for loading, and time shall count as above. The time occupied in moving to the loading berth shall
not count.
as laytime.
12. Rate of loading. The cargo shall be brought alongside the Vessel at the Charterers' risk and expense in the
customary manner so as to enable the Master to keep the cargo separate under each Bill of Lading, and shall be loaded
and stowed at the rate per working day of 24 consecutive hours as stated in Box 14.
13. Stowage. (Memo: If Box 17 not filled in, alternative (b) applies) (a) The Owners shall pay to the
Shippers/Charterers a loading price as indicated in Box 17 per fathom (4.648 Cubic metres solid measurement of logs to
be regarded here and under as one fathom only for purpose of calculation) calculated upon the quantity of the cargo
loaded in satisfaction of the cost of loading and stowing, the amount (unless otherwise agreed) being endorsed upon the
Bill of Lading as an advance of freight.
(b) The cargo shall be loaded and stowed free of any expense and risk to the Owners.
14. Stevedores. The stevedores at the port of loading shall be appointed by the Shippers/Charterers, but shall be under
direction of the Master, who shall remain responsible for the proper stowage of the cargo.
15. Winch Clause. The Owners shall provide for loading, if and when requested, winches which are to be in good
working order and have lifting capacity of at least 2 tons for vessels fixed for loading maximum 500 fathoms or
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maximum 1,500 solid cubic metres, respectively, and under, and at least 3 tons for other vessels, and power to drive all
winches simultaneously, also to provide free of expense to the Charterers running gear, winchmen from crew during day
and night and light as on board. But the Master shall have liberty to employ winchmen from shore, the Owners paying
the rates indicated in Box 15 per fathom loaded at hatches where the Vessel has double winches and at hatches where
the Vessel has single winches, respectively.
16. Shore appliances. If the cargo is loaded by shore appliances the Owners shall pay the cost stated in Box 20 per
fathom so loaded.
17. Uprights. The Charterers to provide and erect uprights and the Owners to provide and secure lashings for deck
cargo.
18. Shifting. At request of the Shippers/Charterers the Vessel shall shift to a second loading berth in the same port, all
shifting expenses being for Shippers'/Charterers' account and time used in shifting counting as laytime. However, all
Vessel's expenses for officers' and crew's overtime, fuel oil, etc., to be for the Owners' account.
19. Bills of Lading. The Shippers/Charterers shall present the Bills of Lading and other cargo documents to the Master
for signature within a reasonable time which not to exceed 5 running hours upon completion of loading. The Bills of
Lading shall be signed as per "Sovconroundbill" Bill of Lading form, quality, condition, measure, number of pieces and
value unknown, freight and all terms, conditions (including Arbitration Clause) and exceptions as per this Charter Party.
The Master shall be obliged to sign more than one set of Bills of Lading.
20. Demurrage. If the Vessel be detained beyond her loading time demurrage shall be paid by the Shippers/Charterers
at the rate per day or pro rata as stated in Box 16.
21. Roundwood loading equalization charge. The Owners shall pay to the Shippers at the port of loading a
roundwood loading equalization charge as stated in Box 22 per fathom on the Bill of Lading quantity.
22. Disputes. Any dispute arising at the port of loading shall be settled before signing Bills of Lading. Otherwise a
written notice of claim to be handed to the Charterers or their Representatives before signing of Bills of Lading. If such
notice has not been given before signing of Bills of Lading the Owners shall not be entitled to exercise any lien on the
cargo in respect of such claim of the Owners arising at the loading port.
23. Extra insurance. If the Vessel loads her cargo in White Sea ports in October the Charterers undertake to complete
loading of the Vessel, clear the cargo, and present the Master with Bills of Lading for signature in time to enable the
pilot to take the Vessel out of the port not later than on 31st October, failing which the Charterers shall pay to the
Owners the actual amount paid to the Underwriters for extra insurance on current policies, except for delay through
Owners' fault, the Owners crediting any rebate from the Underwriters as and when received. The amount of extra
insurance premium to be remitted immediately on receipt by the Charterers of the original accounts of the Underwriters
which are to be sent by the Owners.
24. Discharging Notice of arrival. The Master shall telegraph to the Consignees or their Agents mentioned in Box 33
on Vessel's sailing from the port of loading stating Vessel's name, quantity of cargo loaded and the date of expected
arrival at the port of discharge. The notice of expected time of Vessel's arrival at the port of discharge shall also be
given by the Master the number of hours prior to Vessel's arrival as indicated in Box 34.
25. Notice of readiness. Written notice of readiness to discharge the cargo shall be given by the Master or the Vessel's
Agents on his behalf to the Con signees or their Agents within ordinary office hours after the Vessel's arrival at the port
of discharge, provided the Vessel is in all respects ready to discharge (whether the Vessel is in berth or not).
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26. Counting of laytime. The laytime for the discharging shall count from 14.00 hours on the same day if notice of
readiness (as per Clause 25) is given before noon and from 08.00 hours on the following working day if notice is given
within ordinary office hours after noon, but in each case if discharging is commenced earlier, the laytime shall count
from the actual commencement. The time from cessation of ordinary working time on Saturday or a day before a
holiday until commencement of ordinary working time on Monday or the day following a holiday is excepted and shall
not count as laytime, unless used, in which event the actual time used shall count.
Time lost through weather hindrances not to count.
Subsequent ports. If the vessel is directed to one or several further port(s) for discharging the laytime at the
subsequent port(s) shall count immediately after the Vessel's arrival.
the discharging port by any reason other than weather, tidal conditions or inefficiency of the Vessel, the Vessel shall be
regarded as if ready for discharging, and time shall count as above. The time occupied in moving to the discharging
berth shall not count.
as laytime.
27. Discharging rate. The cargo shall be discharged by the Consignees free of any risk and expense to the Owners at
the average rate per working day of 24 consecutive hours stated in Box 19.
28. Overtime. The Consignees/Charterers/Master have the option to request that the discharging be carried out beyond
ordinary working hours and during excepted periods, the Owners providing free of charge all Vessel's facilities
inclusive of service of officers and crew.
Extra cost of stevedores and all extra discharging expenses incurred on shore to be for account of the party requesting
the overtime.
If such discharging is ordered by Port Authorities the discharging overtime expenses shall be equally shared between
Consignees and Owners, the latter always paying full overtime earned by Vessel's officers and crew.
29. Winch Clause. The Owners shall provide for discharging, if and when requested, winches which are to be in good
working order, and power to drive all winches simultaneously, also to provide free of expense to the Charterers running
gear, winchmen from the crew, if requested and permitted, during day and night, and light as on board. If the
employment of winchmen from the crew is not permitted according to local regulations, the Consignees shall provide
and pay for winchmen from shore. The stevedores and winchmen from shore shall be considered servants of the
Consignees, but they shall follow the Master's instructions in connection with the discharging.
30. Demurrage. If the Vessel be detained beyond her discharging time demurrage shall be paid by the Consignees at
the rate per day or pro rata as stated in Box 21.
31. Agency. At the ports of loading and discharging the Vessel shall be consigned to the Owners' Agents.
32. Shifting. If the Vessel is required to discharge at more than one berth, shifting costs other than ship's officers' and
crew's overtime, shall be paid by the Consignees and shifting time to count as laytime.
33. Lighters. The Consignees shall have the liberty to take delivery overside into lighters at their risk and expense.
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34. Deep tanks. The Charterers shall not be obliged to load cargo into Vessel's deep tanks. Any extra expenses
incurred due to loading goods in or discharging goods ex deep tanks have to be paid by the Owners and time used to
this effect to be excepted from the laytime.
35. Cancelling. (a) Should the Vessel not be ready to load at the first port of loading before or at 4 p.m. on the
cancelling date as specified in Box 12 the Charterers shall have the option of cancelling this Charter Party. Such option
to be declared and the Charterers to send the Owners a telegram thereof within 48 consecutive hours (Sundays and
holidays excepted) after receipt of Owners' telegram stating that the Vessel cannot reach her first port of loading under
this Charter Party on or before the cancelling date, provided that such telegram be sent no earlier than nine running days
prior to cancelling date for Baltic ports and twelve running days for White Sea ports. If the Charterers fail to do so the
cancelling date shall be deemed prolonged and a new cancelling date shall be agreed upon. The option of cancelling to
be declared latest on receipt of the notice of readiness to load.
(b) In the event of the Vessel being chartered for "first open water", if the Vessel be not ready to load within three
weeks of the official opening of the port for navigation where the Vessel is to commence loading or, if loading floated
cargo, within three weeks of the time when the floating of the cargo alongside the Vessel is entirely unimpeded by ice,
the Charterers shall have the option of cancelling the Charter Party.
36. Fire. If the goods intended for shipment under this Charter Party are destroyed by fire, or if fire prevents their
production at mills, the Charterers shall have the liberty of cancelling this Charter Party, immediate notice thereof to be
given by telegram to the Owners or their Agents. If a part of the cargo is shipped and the remainder of the goods
intended for shipment is destroyed by fire, or if fire prevents its production at mills, Charterers' liability to ship the
balance of the cargo shall thereupon cease and the Vessel shall proceed with the cargo then on board, having liberty to
fill up for Owners' benefit at the same or at any other port or ports either for the same destination or for any other port or
ports whether any of such ports are in the course of the chartered voyage or not.
If floods and/or ice conditions prevent the manufacture of the goods or their transit to the port of loading the Charterers
shall have the option to cancel this Charter Party without liability for damages provided they give telegraphic notice of
such prevention to the Owners or their Agents not later than on receipt by the Shippers or their Agents of the 48-hour
notice of the Vessel's probable time of arrival according to Clause 9.
37. Exceptions. The Owners shall not be liable for loss or damage arising or resulting from unseaworthiness unless
caused by want of due diligence on the part of the Owners to make the Vessel seaworthy, and secure that the Vessel is
properly manned, equipped and supplied and to make the holds and all other parts of the Vessel in which goods are
carried fit and safe for their reception, carriage and preservation. The Owners shall not be responsible for loss or
damage arising or resulting from: Act, neglect, or default of the Master, mariners, pilot, or the servants of the Owners in
the navigation or in the management of the Vessel: Fire, unless caused by actual fault or privity of the Owners: Perils,
dangers and accidents of the sea or other navigable waters: Act of God: Act of war: Act of Public enemies: Arrest or
restraint of princes, rulers or people, or seizure under legal process: Quarantine restrictions: Act or omission of the
Shippers or the Owners of the goods, their Agents or representatives: Strikes or lock-outs or stoppage or restraint of
labour from whatever cause, whether partial or general: Riots and civil commotions: Saving or attempts to save life or
property at sea: Wastage in bulk or weight or any other loss or damage arising from inherent defect, quality, or vice of
the goods: Insufficiency of packing: Insufficiency or inadequacy of marks: Latent defects not discoverable by due
diligence. Any other cause arising without the actual fault or privity of the Owners, or without the fault or neglect of the
Agents or servants of the Owners.
38. Substitution. The Owners have the liberty to substitute a vessel of similar size, draught, class and position on the
terms of this Charter Party provided they give telegraphic notice to the Charterers latest 14 days prior to the probable
date of Vessel's arrival at the first port of loading.
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39. Deviation. The Vessel shall have liberty to tow and to be towed and to assist vessels in distress and to deviate for
the purpose of saving life or property, to sail without pilot and to call at any ports in any order, for bunkering or other
purposes or to make trial trips after notice, or adjust compasses and/or radio equipment, and reasonable exercise of any
of these liberties shall not be deemed to be a departure from the contractual route.
40. Re-chartering. The Charterers with the consent of the Owners may re-charter the Vessel without prejudice to this
Charter, but the Charterers shall always remain responsible to the Owners for due fulfilment of this Charter.
41. Cesser Clause. The Charterers' liability shall cease as soon as the cargo is shipped and advance of freight,
deadfreight and demurrage in loading, if any, are paid or a letter of guarantee given by the Charterers or their bankers to
pay such sum as shall be due to the Owners by agreement or arbitration. The Owners shall have an absolute lien upon
the cargo for all freight, deadfreight and demurrage, but the Owners undertake not to exercise any lien on the cargo if
the Charterers issue a letter of guarantee signed by the Charterers or their Bankers for the amount in dispute.
42. General Average. General Average shall be settled in the place stated in Box 29 according to York/Antwerp Rules,
1950. Should the Vessel put into any port leaky or with damage the Owners shall without delay inform the Charterers
thereof. The Cargo's contribution to General Average shall be paid to the Owners even when such average be the result
of fault, neglect or error of the Master, pilot or crew. The Charterers, Shippers and Consignees expressly renounce the
Netherlands Commercial Code, Art. 700, and the Belgian Commercial Code, Part II, Art. 148.
43. Ice; Loading Port (a) If the Vessel cannot reach the port of loading by reason of ice when she is ready to proceed
from her last port, or at any time during the voyage, or on her arrival, or if frost sets in after her arrival, the Master - for
fear of the Vessel being frozen in - is at liberty to leave without cargo; in such cases this Charter Party or, if the Charter
Party is for more than one voyage, the voyage in question shall be null and void.
(b) If during loading the Master, for fear of the Vessel being frozen in, deems it advisable to leave, he has liberty to do
so with what cargo he has on board and to proceed to any other port with the option of completing cargo for Owner's
own account to any port or ports including the port of discharge. Any part cargo thus loaded under this Charter Party to
be forwarded to destination at Owners' expense against payment of the agreed freight, provided that no extra expenses
be thereby caused to the Consignees, freight being paid on quantity delivered (in proportion if lumpsum), all other
conditions as per Charter Party.
(c) In case of more than one loading port, and if one or more of the ports are closed by ice, the Master or Owners to be
at liberty either to load the part cargo at the open port and fill up elsewhere for the Owners' own account as under
sub-clause (b) or to declare the Charter Party or, if the Charter Party is for more than one voyage, the voyage in question
null and void unless the Charterers agree to load all cargo at the open port.
(d) Voyage and Discharging Port. Should ice prevent the Vessel from reaching the port of discharge, the Consignees
shall have the option of keeping the Vessel waiting until the re-opening of navigation and paying demurrage, or of
ordering the Vessel to a safe and immediately accessible port where she can safely discharge without risk of detention
by ice. Such orders to be given within 48 hours after the Owners or Master have given notice to the Charterers of
impossibility of reaching port of destination.
(e) If during discharging the Master, for fear of Vessel being frozen in, deems it advisable to leave, he has liberty to do
so with what cargo he has on board and proceed to the nearest safe and accessible port. Such port to be nominated by
the Charterers/Consignees as soon as possible, but not later than 24 running hours, Sundays and holidays excluded, of
receipt of Owners' request for nomination of a substitute discharging port, failing which the Master will himself choose
such port.
(f) On delivery of the cargo at such port, all conditions of the Bill of Lading shall apply and the Owners shall receive
Page 258
the same freight as if the Vessel had discharged at the original port of destination except that if the distance to the
substitute port exceeds 100 nautical miles, the freight on the cargo delivered at that port to be increased in proportion.
(g) This Ice Clause from (a) to (f) not to apply in the spring.
44. Strike Clause. If the cargo cannot be loaded by reason of a strike on the Vessel or cannot be discharged by reason
of a strike or lock-out of any class of workmen essential to the discharge of the cargo, or by reason of epidemics
delaying loading and/or discharging, the time for loading and/or discharge shall not count during the continuance of
such strike or lock-out or epidemic, and in case of any delay by reason of the before-mentioned causes, no claim for
damages shall be made by the Shippers, the Consignees of the cargo, the Owners of the Vessel, or by any other party
under this Charter.
45. War Clause (a) If the nation under whose flag the Vessel sails shall be at war, whereby the free navigation of the
Vessel is endangered, or if prohibition of export or blockade prevent the loading or completion of cargo, this Charter
shall be cancelled forthwith at the last outward port or any subsequent period when the difficulty may arise.
(b) The Vessel shall have liberty to comply with any orders or directions as to departure, arrival, routes, ports of call,
stoppages, destination or otherwise howsoever given by the Government of the nation under whose flag the Vessel sails
or any department thereof, or any person acting or purporting to act with the authority of such Government or of any
department thereof, or by any Committee or person having under the terms of the War Risks' Insurance on the Vessel,
the right to give such orders or directions and if by reason of and in compliance with any such orders or directions
anything is done or is not done, the same shall not be deemed a deviation, and delivery in accordance with such orders
or directions shall be a fulfilment of the contract voyage and the freight shall be payable accordingly.
46. Brokerage. A brokerage as indicated in Box 31 calculated upon the freight and deadfreight is due by the Owners to
the party mentioned in Box 32 on shipment of the cargo (Vessel lost or not lost).
47. Claims. Notice of any claim under this Charter Party shall be given within twelve months of the date of final
discharge, otherwise all claims shall be deemed to be waived.
48. Arbitration. (Note: (a) and (b) are alternatives and (b) applies if Box 30 is not filled in.) (Note: (c) is applicable
only to disputes arising out of Bills of Lading in respect of goods detained for port(s) of the United Kingdom and
Republic of Ireland) (a) Any dispute arising under this Charter Party shall be referred to arbitration in the place
mentioned in Box 30 in accordance with the law and procedure prevailing there.
(b) Any dispute arising under this Charter Party shall be referred to arbitration in the country of the Respondent in
accordance with the arbitration law and procedure prevailing in such country.
(c) Any dispute arising out of any Bill of Lading issued under this Charter Party in respect of goods destined for port(s)
of the United Kingdom and the Republic of Ireland shall be referred to arbitration and shall, in default of agreement
between the parties to the contrary, be held in London in accordance with the provisions of the Arbitration Act 1950.
The dispute shall be referred to a sole Arbitrator to be agreed between the parties or failing such agreement to two
Arbitrators, one to be appointed by each of the parties with power to appoint an Umpire.
Legal Topics:
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FOOTNOTES:
(n1)Footnote 1. The Baltic and International Maritime Conference; reprinted with permission.
Issued by the Documentary Council of The Baltic and International Maritime Conference, The U.S.S.R. Chamber of
Commerce, V/O "Exportles", V/O "Sovfracht" and "Sojuzmorniiprojekt", Moscow.
Adopted by the Documentary Committee of the Chamber of Shipping of the United Kingdom.
Recommended by the Baltic and International Maritime Conference.

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29 of 129 DOCUMENTS

FORM No. 19-6 SOVIETWOODn1
General Council of British Shipping; reprinted with permission.
Agreed April, 1961, between The Documentary Committee of the Chamber of Shipping of the United
Kingdom, London, The Documentary Council of The Baltic and International Maritime Conference,
Copenhagen, The Timber Trade Federation of the United Kingdom, London, The U.S.S.R. Chamber of
Commerce, Moscow, V/O "Exportles", Moscow, V/O "Sovfracht", Moscow.
Soviet Wood Charter Party 1961
(U.S.S.R. Baltic, White Sea, Barents Sea and Kara Sea Ports to
the United Kingdom, the Republic of Ireland and other
Countries)
For Steam Vessels and full power Motor Vessels
___________________ 19 _____
I t is this day mutually agreed between ___________________ Owners of the good Steamvessel/Motorvessel called the
___________________ classed ____________________ of ____________________ tons gross register/net register
____________________ having ____________________ cargo hatches of the following dimensions
____________________ each with at least one workable winch, which are to be considered at loading port as
____________________ workable hatches, and of the carrying capacity, inclusive of deck load, of
____________________ cubic metres [Leningrad Standard Hundreds of 165 English cubic feet (hereinafter referred to
as "Standard")], the Owners having a margin of 7 1/2 per cent. more or less up to 3500 cubic metres [750 standards] and
in addition 5 per cent. upon any further quantity beyond the 750 standards now ____________________ and expected
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ready to load about ____________________ and ____________________ of ____________________ Charterers.
1. Cargo. n2 That the said Vessel being tight, staunch and strong, and in every way fitted for the Voyage, shall, with
all convenient speed (having liberty to take cargo for Owners' benefit, either direct or to any port or ports on the way, or
to ____________________ and after discharging the same) sail and proceed to ____________________ as ordered by
the Charterers or so near thereunto as she may safely get, and there load, always afloat, but if loading at Mesane
maximum draft ____________________, Onega maximum draft ____________________ or Petchora maximum draft
____________________ not always afloat but safe aground, from the Charterers or their Agents, a full and complete
cargo of Mill Sawn Red and/or White Firwood Deals and/or Battens and/or Boards and/or Ends and/or Bundled Goods
and/or Planed Boards with a sufficient quantity of Ends, 2.4 metres [eight feet] and under, for broken stowage only.
For White Sea, Barents Sea and Kara Sea ports four per cent. of the entire cargo, including deck load, shall be regarded
as Ends for broken stowage and carried at two-thirds freight. For Baltic ports the quantity regarded as Ends for broken
stowage at two-thirds freight not to exceed two per cent.
Deck Load. The Vessel shall be provided with a Deck Load, at full freight as under, at Charterers' risk, not exceeding
what she can reasonably stow and carry over and above her Tackle, Apparel, Provisions and Furniture.
Being so loaded the Vessel shall proceed therewith to ____________________ as ordered by the Charterers on signing
Bills of Lading, thence to such dock as may be ordered by the Charterers on arrival, unless the name of the dock is
inserted in the Bills of Lading, or so near thereunto as she may safely get, and deliver the cargo, always afloat, upon
being paid freight as follows together with charges, if any, as under or under Clause 15:--
Memo. Battens to be considered [2 in. x 4 in.] 50 mm x 100 mm and up to [3 in. x 7 in.] 75 mm x
175 mm
s. d.
For DEALS, BATTENS and one - - - per de- cubic [standa metre
third of BOARDS (sawn or livered rd]
planed)
" BOARDS under 25 mm. [1 in.] - - - " " " " "
thick
______________________
" BUNDLED GOODS up to 5% - - - " " " " "
______________________
" ' ' " exceeding 5% and up - - - " " " " "
to 10%
__________________
" '' "
exceeding
10% ___ - - " " " " "
____________ __
" ______________________ ___ - - " " " " "
__
" ______________________ ___ - - " " " " "
__
" ENDS over 4% and 2% re- ___ - - " " " " "
spectively as per lines 23-24 __
Page 262
______________________
Two per cent. of
the entire cargo
including deck
load at two-
thirds of the
above basic rate
of freight for
Baltic ports and
four per cent. for
White Seas,
Barents Sea and
Kara Sea ports.
The Charterers shall have the option of loading Boards up to two-thirds of the entire cargo, including deck load, paying
freight upon the quantity exceeding one-third of the entire cargo at ___________________ per cubic metre [standard]
beyond the freight for Boards above mentioned.
If the Consignees select one of the alternatives mentioned in Clause 15 other than discharge on to the quay (which
includes rough stacking thereon if and where customary and not usually done by the Consignees), any additional
expense, plus 15 per cent. thereon of such delivery beyond the expense of delivery on to the quay as aforesaid, shall be
paid by the Consignees to the Owners, in addition to the amount(s) above mentioned. If the port of discharge is included
in the Schedule of Apportionment agreed between the Chamber of Shipping of the United Kingdom and the Timber
Trade Federation of the United Kingdom, such additional expenses shall be limited to the sum ascertained in accordance
with the said Schedule current at the date discharging commences under this Charter.
Extra Mills at Archangel. At Archangel the Vessel shall load at not exceeding two Mills for vessels loading not more
than 2500 cubic metres [500 standards], at not exceeding three Mills for vessels loading over 2500 cubic metres [500
standards] and at not exceeding four Mills for vessels loading over 5000 cubic metres [1000 standards]. The Charterers
shall have the option of ordering the Vessel to load at extra Mills, in which case the Charterers shall pay the actual cost
of fuel used in shifting to such extra Mills and the time used in such shifting shall count as time used in loading.
Extra berth at Mesane. At Mesane in the event of an insufficiency of water preventing the Vessel completing loading
at the first loading berth, the Vessel shall bear the cost of shifting to not more than one further loading berth in Mesane
to complete.
2. Notice of probable arrival at loading port. The Master or Owners shall telegraph "EXPORTLES", Moscow, also
the Shippers at the port(s) of loading (telegraphic address(es) as below) stating the Vessel's and Chartrers' names, and
giving at least eight consecutive calendar days' notice for Baltic, ten for White and Barents Seas, eighteen for Kara Sea
ports, of the probable date of Vessel's arrival at loading port or ports. If subsequently it is found that the Vessel cannot
arive within two days after the probable date so notified, the Master or the Owners shall inform the Shippers thereof by
telegram or by radiogram as early as practicable, stating when the Vessel will probably arrive. Default under this clause
other than wilful misrepresentation shall not be considered a breach of the Charter but the Owners shall be responsible
to the Charterers and/or Shippers for demurrage on lighters or trucks due to non-arrival by the date or dates, if due care
has not been exercised in giving notice of the probable date of Vessel's arrival. In the event of the Owners or Master
failing to give the notice as required by this clause one day shall be added to the loading time for each day the notice
falls short of the period stipulated, but if the Charterers or Shippers should commence loading before the expiration of
such additional time then laydays shall count as from the commencement of such loading.
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Notice of sailing from loading port. On Vessel's sailing from loading port the Master shall telegraph
___________________ stating the total quantity loaded according to the Bills of Lading and the date of Vessel's
expected arrival at destination.
3. Cancelling date. (Delete (a) or (b) as appropriate.) (a) In the event of the Vessel being chartered for "first open
water", if the Vessel be not ready to load within three weeks of the official opening for navigation of the port where the
Vessel is to commence loading, the Charterers shall have the option of cancelling the Charter.
(b) Laydays shall not commence before ___________________, unless loading be commenced sooner, and the
Charterers shall have the option of cancelling the Charter if the Vessel be not ready, at the (first) loading port, to load on
or before ___________________.
(c) If nine days before the cancelling date named in the Charter for Baltic ports, respectively twelve days for White Sea
and Barents Sea ports and twenty days for Kara Sea ports, the Owners inform the Charterers by telegram that the Vessel
cannot reach the (first) loading port before the cancelling date named in the Charter, the Charterers shall declare by
telegram within two working days from their receipt of such noice whether or not they cancel the Charter.
4. Fire. If the goods intended for shipment under this Charter by the Shippers are destroyed by fire, or if fire at the
mill(s) prevents their being provided, the Charterers shall have the right of cancelling this Charter, immediate notice
thereof being given by telegram to the Owners or their Brokers. In the event of part cargo having been shipped and the
remainder of the goods intended for shipment being destroyed by fire, or if fire at the mill(s) prevents their being
provided, Charterers' liability to ship the balance of the cargo shall thereupon cease and the Vessel shall proceed with
the cargo then on board, having liberty to fill up for Owners' benefit at the same or at any other port or ports either for
the same destination or for any other port or ports whether any of such ports are in the course of the chartered voyage or
not.
If floods and/or ice conditions prevent the manufacture of the goods or their transit to the port of Shipment then the
Charterers, provided they give notice of such prevention to the Owners or their Brokers before the Vessel leaves her last
outward port for the (first) port of loading, shall have the right to cancel this Charter without liability for damages.
5. Ballast. The Master shall be at liberty to bring any deadweight as ballast from the loading or any port.
6. Loading. Subject to the provisions of clause 3(b ) time for loading shall count (unless loading is commenced sooner)
from 24 hours after arrival at the loading port and notice of readiness to load has been given during official office hours
by the Master or his Agents to the Shippers, whether in berth or not.
If the Vessel arrives at the loading port earlier than the date notified, the Shippers are not compelled to give cargo
before the notified day of arrival, if not otherwise agreed upon between the Shippers and the Master of the Vessel.
On arrival at the loading port the Master shall give to the Shippers or their Agents written notice of the approximate
quantity of cargo required.
Loading Rates. The cargo shall be brought alongside the Vessel in the customary manner at Charterers' risk and
expense, and shall be loaded at the average rate of ____________________ cubic metres [standards] for Deals and
Battens, ____________________ cubic metres [standards] for Boards and/or Board Ends under 25 mm [1 in.] thick,
and ____________________ cubic metres [standards] for other goods, all per workable hatch per weather working day
of 24 consecutive hours, Sundays and Holidays excepted, unless used, in which case only actual time used shall count (a
bunker hatch or cross bunker hatch shall not be deemed to be a workable hatch, unless otherwise stipulated herein).
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Saturdays and days preceding Holidays shall each count only as 3/4 of a day, unless used. On Monday and days after
Holidays time shall not count until 8 a.m. unless used. Laytime not to count at White Sea, Barents Sea and Kara Sea
ports during 3 hours and at Baltic ports during 2 hours following rain or snow, unless used.
The Shippers shall present the Bills of Lading and other documents relating to the cargo to the Master for signature
within a reasonable time, but not exceeding sixteen running hours for Archangel and eight running hours for any other
port upon completion of loading.
Loading port expenses The Owners shall pay to the Charterers ___________________ per cubic metre [standard]
calculated upon the quantity of cargo loaded in satisfaction of the cost of loading, stowing, tugs and pilotage, the
amount (unless otherwise agreed) being endorsed upon the Bill of Lading as an advance of freight under clause 7;
however, if loading at Igarka (Kara Sea) the above rate to be increased by ____________________ per cubic metre
[standard] to cover pilotage up and down the River Yenisei. The Owners shall also pay tonnage dues and port charges
(upon the Vessel only) at the port of loading.
Stevedores etc. at loading ports. The stevedores at the loading port shall be appointed by the Charterers but shall be
under the direction of the Master who shall remain responsible for the proper stowage of the cargo. The Vessel shall
give free use of winches, which are to be in good working order, and provide sufficient motive power to operate all
winches simultaneously, running gear, Manila slings and winchmen from crew during day and night, also light (as on
board), all above without extra charge and free of expense to the Charterers and Shippers. The Master shall have the
option of employing winchmen from shore, in which event the Vessel shall pay ____________________ cubic metre
[per standard] for the quantity loaded by shore winchmen at hatches where the Vessel has double winches and
___________________ per cubic metre [standard] at hatches where the Vessel has single winches.
In cases where the "winch clause" becomes inoperative by reason of the cargo being loaded by shore appliances, the
Vessel to pay ____________________ per cubic metre [standard] for the quantity actually loaded to defray the cost of
the use of such shore appliances. (This paragraph to be deleted if not applicable)
The lifting capacity of each winch to be as follows: for Vessels up to 2500 cubic metres [500 stds.] - not less than 2
tons, for Vessels over 2500 cubic metres [500 stds.] - not less than 3 tons.
Any dispute arising at the port of loading shall be settled before signing Bills of Lading. Otherwise a written notice of
claim to be handed to the Charterers or their Representatives before signing Bills of Lading. If such notice has not been
given before signing Bills of Lading the Owners shall not be entitled to exercise any lien on the cargo in respect of such
claim of the Owners arising at the loading port.
Demurrage at loading ports. Should the Vessel not be loaded with dispatch in the manner hereinbefore provided
whereby the Vessel is detained, demurrage shall be paid as per "Sovietwood" Demurrage Scale applicable on the day
the Charter is signed per running day and pro rata for any part of a day.
Timber Loading Equalization Charge. The Owners shall pay to the Shippers at the port of loading a timber holding
equalization charge of Roubles 0.14 per cubic metre [3/6 d. per standard] on the Bill of Lading quantity.
Completion of loading at White Sea ports. In the case of the Vessel loading in October the Charterers undertake to
load the Vessel, clear the cargo, and present the Master with Bills of Lading for signature in time to enable the pilot to
take the Vessel out of the port not later than 31st October, failing which the Charterers shall pay to the Owners the
actual amount paid to the Underwriters for extra insurance on current policies, except in case of delay attributable to the
fault of the Owners, on receipt by the Creditors of the original accounts of the Underwriters from the Owners.
7. Advance freight. Cash for Vessel's ordinary disbursements only at port of loading, and not in excess of one third of
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the total freight, shall be advanced by the Shippers, if required by the Master, at the closing rate of exchange at the port
of shipment on the day the advance is taken, subject to a charge of 2 per cent. The amount of the advance shall be
endorsed upon the Bill of Lading in British sterling.
8. Ice. (a) Where the Charter provided for one loading port only, if when the Vessel is ready to proceed from her last
port of call (whether a discharging port or not) or at any time during the voyage to the loading port the Owners be
informed by the Shippers and the Owners' agents at port of loading that in their opinion the port is not accesible and/or
the shipment of the goods is not practicable by reason of ice, the Charter shall be cancelled forthwith and the Owners
shall advise the Charterers by telegram.
(b) Where the Charter provides for one loading port only, if upon Vessel's arrival off the port or so near thereunto as
she can get, ice, in the opinion of the Master prevents the Vessel reaching or entering the port of loading, the Charter
shall be cancelled forthwith and the Owners shall advise the Charterers by telegram.
If after arrival, the Master, for fear of the Vessel being frozen in, deems it advisable to sail, he shall be at liberty to leave
either without cargo, in which case the Charter shall be cancelled forthwith and the Master shall notify the Charterers by
telegram accordingly, or with part cargo and to fill up for the Vessel's benefit at any port for any port or ports whether
such ports be in the course of the chartered voyage or not; but in case of leaving with part cargo the Vessel shall deliver
such part cargo at its port of delivery or shall, without undue delay, forward it thereto and there deliver it in accordance
with this Charter.
(c) Where the Charter provides for more than one loading port, if, in the opinion of the Master, the first loading port be
inaccessible, or, if after arrival at any loading port the Master for fear of the Vessel being frozen in, deems it advisable
to sail without cargo or with a part cargo, the Vessel shall proceed in rotation to the next loading port named in the
Charter which in the opinion of the Master is accessible. On arrival at such loading port the Charterers shall declare
forthwith, in writing, to the Master or Owners' Agents at such ports, either to cancel the Charter to the extent to which it
is unfulfilled or to load a full and complete cargo at the loading ports named in the Charter which, in the opinion of the
Master, are accessible, completing, if necessary, at any other safe open port on the same coast and in the same country.
In the event of the Charterers declaring to cancel the Charter to the extent to which it is unfulfilled the Vessel shall
nevertheless have the right to fill up for Vessel's benefit at any port for any port or ports, whether in the course of the
chartered voyage or not, but shall without undue delay deliver any part cargo which had previously been loaded under
this Charter at its port of delivery or forward it thereto and there deliver it in accordance with this Charter. If all ports be
in the opinion of the Master inaccessible the Charter shall forthwith be cancelled and the Owners shall advise the
Charterers by telegram.
(d) Clause 8 (a), (b) and (c) shall not apply in the Spring.
(e) The Charterers' liability to supply cargo and to load shall not commence earlier than 48 hours after the navigation of
lighters between the Shippers' wharf and/or quay and the Vessel is unimpeded by ice.
9. Strikes, etc. If the cargo cannot be loaded by reason of a strike on the Vessel or cannot be discharged by reason of a
strike or lock-out of any class of workmen essential to the discharge of the cargo, or by reason of epidemics delaying
loading and/or discharging, the time for loading and/or discharge shall not count during the continuance of such strike
or lock-out or epidemic, and in case of any delay by reason of the before-mentioned causes, no claim for damages shall
be made by the Shippers, the Consignees of the cargo, the Owners of the Vessel, or by any other party under this
Charter.
10. Bills of Lading. The Bills of Lading shall be prepared in the form endorsed upon this Charter and shall be signed
by the Master, quality, condition and measure unknown, freight and all terms, conditions, clauses (including Clause 24),
and exceptions as per this Charter. The Owners shall be responsible for the number of pieces signed for by the Master or
Page 266
his duly authorized Agents, but the Owners shall not be responsible for any cargo which is lost or destroyed while lying
alongside the Vessel in lighters or on quay waiting shipment even if receipted for by the Master or Owners' Agents. In
case of any such loss or destruction the Master shall furnish proof thereof. The Owners shall not be responsible for
broken bundles, unless due care is not taken either in loading and/or discharging.
In the event of there being only one Consignee all cargo on board shall be delivered to him.
At the ports of the United Kingdom and the Republic of Ireland no claim for shortage of pieces on ex ship tally shall be
admitted, unless due notice shall be furnished to the Owners or their Agents within eight days of completion of
discharge.
11. Sets of Bills of Lading, etc. The Master shall be obliged to sign more than one set of Bills of Lading. Further, the
cargo shall be sent alongside in such a manner as to enable the Master to keep separate the cargo under each Bill of
Lading.
12. Exceptions. The Owners shall not be liable for loss or damage arising or resulting from unseaworthiness unless
caused by want of due diligence on the part of the Owners to make the Vessel seaworthy, and to secure that the Vessel
is properly manned, equipped and supplied and to make the holds of all other parts of the Vessel in which goods are
carried fit and safe for their reception, carriage and preservation. The Owners shall not be responsible for loss or
damage arising or resulting from: Act, neglect, or default of the Master, mariner, pilot, or the servants of the Owners in
the navigation or in the management of the Vessel: Fire, unless caused by the actual fault or privity of the Owners:
Perils, dangers and accidents of the sea or other navigable waters: Act of god: Act of war: Act of Public enemies: Arrest
or restraint of princes, rulers or people, or seizure under legal process: Quarantine restrictions: Act or omission of the
Shippers or the Owners of the goods, their Agents or representatives: Strikes or lock-outs or stoppage or restraint of
labour from whatever cause, whether partial or general: Riots and civil commotions: Saving or attempting to save life or
property at sea: Wastage in bulk or weight or any other loss or damage arising from inherent defect, quality, or vice of
the goods: Insufficiency of packing: Insufficiency or inadequacy of marks: Latent defects not discoverable by due
diligence. Any other cause arising without the actual fault or privity of the Owners, or without the fault or neglect of the
Agents or servants of the Owners.
13. Deviation. The Vessel shall have liberty to sail with or without pilots, to call at any ports in any order for bunkering
or other supplies or for any purpose of any kind whatsoever, to tow and be towed, to assist Vessels in distress, and to
deviate for the purpose of saving life or property.
14. War. (a) If the nation under whose flag the Vessel sails shall be at war, whereby the free navigation of the Vessel is
endangered, or if prohibition of export or blockade prevent the loading or completion of cargo, this Charter shall be
cancelled forthwith at the last outward port or at any subsequent period when the difficulty may arise.
(b) The Vessel shall have liberty to comply with any orders or directions as to departure, arrival, routes, ports of call,
stoppages, destination or otherwise howsoever given by the Government of the nation under whose flag the Vessel sails
or any department thereof, or any person acting or purporting to act with the authority of such Government or of any
department thereof, or by any Committee or person having under the terms of the War Risks' Insurance on the Vessel,
the right to give such orders or directions and if by reason of and in compliance with any such orders or directions
anything is done or is not done, the same shall not be deemed a deviation, and delivery in accordance with such orders
or directions shall be a fulfilment of the contract voyage and the freight shall be payable accordingly.
15. Discharging at ports of the United Kingdom and the Republic of Ireland. The time for discharging shall
commence at 2 p.m. if the Vessel be ready to discharge (whether in berth or not) and written or telegraphic notice of
readiness has been given to the Consignees or their Agents before noon, and at the commencement of the next working
day if notice has been given after noon with ordinary office hours. Subject to the provisions of Clause 9, should the
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Vessel be prevented from entering port, harbour or dock or from arriving at or off discharging place by any reason other
than weather, tidal conditions or inefficiency of the Vessel, the Vessel shall be regarded as if ready in berth from the
first high water after arrival at or off the port, or so near thereunto as she may be permitted to approach, and the time
shall count as above. The time occupied in moving to discharging berth shall not count.
Saturdays after noon, Sundays, general and local Holidays shall be excepted, unless used, in which event actual time
used to count.
Overtime. Unless otherwise agreed, if work is done outside ordinary working hours or on excepted days (a) at the
request or on the orders of the Owners all extra expenses incurred, including any extra sums paid by the Charterers to
lightermen, tally clerks and cargo superintendents and others and demurrage on lighters, trucks and bogies, shall be
borne and paid by the Owner of the Vessel; (b) if at the request or on the orders of Charterers all extra expenses shall be
for their account; (c) if on the orders of the Port Authority or any person empowered to order the Vessel to work after
ordinary working hours or on excepted days then the Owners and Charterers shall bear and pay such extra expenses
incurred by them respectively in complying with any such orders or directions.
Discharging and Demurrage Rates. The Vessel shall be discharged and demurrage paid in conformity with the
discharging, demurrage rates and the "General Conditions" set out in the Schedule of the United Kingdom Timber
Trade Shipowners' Demurrage Association Ltd., current at the time of signing this charterparty.
Demurrage, if any, in consequence of this clause to be settled by the Charterers' Agents, the Russian Wood Agency
Ltd., London, on receipt of time sheets issued in accordance with the above conditions.
Discharging Expenses. The Owners' liability shall cease at the port of discharge when the cargo is discharged at the
ship's rail if discharged by hand or within reach of the ship's tackle or shore crane tackle if thereby discharged (the
Owners having the option of using ship's tackle or shore crane where permissible by local regulations). The cargo shall,
however, be discharged by the Vessel in the customary manner on to the quay and/or into lighters and/or craft and/or
rafts and/or wagons and/or on to bogies and thereon stowed and/or stacked as customary at the port of discharge, the
Consignees having the right to select any one or more of these alternatives if customary and available at the time of
discharge. For any work done by Vessel at the port of discharge beyond delivering cargo at the ship's rail if discharged
by hand, or within reach of the ship's tackle or of the shore crane tackle if thereby discharged, the Consignees shall pay
to the Owners the cost thereof plus 15 per cent. If the port of discharge is included in the Schedule of Apportionment
agreed between the Chamber of Shipping of the United Kingdom and the Timber Trade Federation of the United
Kingdom the charge for such work shall be limited to the sum ascertained in accordance with the said Schedule current
at the date discharging commences under this Charter. In the execution of any work done beyond discharging cargo at
the ship's rail or within reach of the ship's tackle or shore crane tackle, as the case may be, the Owners shall act as
stevedores with the liabilities only of such and not further or otherwise, but the Owners shall not be liable for damage
by fire, even though caused by the act or neglect of the Owners or their servants or of any person for whom they are
responsible.
London Dock Dues. If discharged in a dock in London the Consignees shall pay two-thirds of the dock dues.
16. Discharging at ports other than those of the United Kingdom and the Republic of Ireland. (a) Notice of
readiness to discharge to be handed by the Master or his Agents in writing to the Agents of the Consignees during
ordinary office hours irrespective of whether the Vessel is in berth or not. Time to commence at 1 p.m. if notice of
readiness to discharge is given before noon, and at 8 a.m. next working day if notice given during ordinary office hours
after noon. Time lost in waiting for berth to count as discharging time.
(b) The cargo shall be discharged by the Consignees free of expense to the Vessel by stevedores nominated by the
Consignees at the average rate of ____________________ cubic metres [standards] per workable hatch per weather
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working day.
Saturdays after noon, Sundays, general and local Holidays shall be excepted, unless used, in which event actual time
used to count. The Consignees have liberty to work on excepted days and outside ordinary working hours, they paying
extra expenses incurred thereby. All time used shall count.
The Vessel shall give the Consignees free use of ship's winches, which are to be in good working order, to provide
sufficient motive power to operate all winches simultaneously, all gear as on board and winchmen from crew as and
when required, as well as light as on board for night work, if required.
The Consignees to have the option to take delivery overside into lighters provided no delay or expenses are incurred to
the Vessel thereby.
(c) Demurrage. (Note: (c) and (d) are alternatives and the one not agreed upon is to be deleted.) Should the Vessel not
be discharged with dispatch in the manner hereinbefore provided whereby the Vessel is detained demurrage shall be
paid to the Owners by the Consignees as per "Sovietwood" Demurrage Scale applicable on the day the Charter is signed
per running day and pro rata for any part of a day.
(d) Should the Vessel not be discharged with dispatch in manner hereinbefore provided whereby the Vessel is detained,
demurrage shall be paid to the Owners by the Consignees at the rate of ____________________ per running day and
pro rata for any part of a day.
(e) Counting of pieces. Counting of pieces shall take place alongside the Vessel.
17. Agency. At the ports of loading and discharging the Vessel shall be consigned to the Owners' Agents.
18. The Owners have liberty to substitute a Vessel of similar size, draft, class and position and on the same terms of
Charter provided they give telegraphic notice to charterers not less than 14 days prior to the probable date of Vessel's
arrival at the (first) port of loading.
19. Payment of Freight. (At the ports of the United Kingdom and the Republic of Ireland.) At the ports of the United
Kingdom and the Republic of Ireland the freight and charges (if any) payable by the Consignees under Clause 15 shall
be paid in cash less advance freight (if any), as follows:
In respect of deck cargo 50 per cent. shall be paid upon Vessel's commencing discharge, a further 40 per cent. before
delivery of such goods and the remainder upon final out-turn being ascertained. In respect of all goods other than those
aforesaid 50 per cent. shall be paid upon Vessel's commencing discharge and 30 per cent. upon breaking bulk in the
hold; a further 10 per cent. shall be paid before completion of discharge, and the remainder upon final turn-out being
ascertained, without prejudice to the Owners' right to exercise their lien under Clause 21. If final out-turn has not been
ascertained within 30 days of completion of discharge, a further 5 per cent. of freight shall then be paid and if still
unascertained at the expiry of 60 days from completion of discharge the balance of freight shall thereupon be paid on
the basis of the Bill of Lading quantity less allowance for pieces short-delivered, provided that the Consignees may
within six months of completion of discharge claim refund of any over-payment on the basis of final out-turn. These
percentages shall be calculated upon the quantity of cargo on board the Vessel upon arrival at destination.
(At ports other than those of the United Kingdom and the Republic of Ireland.) At ports other than those of the United
Kingdom and the Republic of Ireland, the freight is payable to the Owners by ___________________ on right and true
delivery of the cargo less freight advance.
20. General Average. General Average, if any, shall be settled according to the York/Antwerp rules, 1950, in
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___________________
21. Cesser. The Charterers' responsibility under this Charter shall cease upon shipment of the cargo provided such
cargo is worth not less than the freight, dead freight and demurrage incurred at loading port.
Lien. The Master or the Owners shall have an absolute lien upon the cargo for all freight, dead freight, demurrage
wheresoever incurred, lighterge at port of discharge, average and charges under Clause 15.
The Owners not to exercise any lien on the cargo if the Charterers issue a Letter of Guarantee signed by the Charterers
or by their Bankers for the amount in dispute.
22. Commission. Five (5) per cent. commission upon the amount of the freight and/or dead freight is due and payable
by the Owners upon shipment of cargo to V/O "Sovfracht", Moscow, (ship lost or not lost) as an advance of freight
upon which no 2 per cent. shall be charged, and shall be endorsed upon the Bill of Lading, subject to adjustment upon
the out-turn being ascertained.
23. Claims. Notice of any claim under this Charter must be given within twelve months of the date of final discharge
otherwise all claims shall be deemed to be waived.
24. Arbitration. (Note: (a) and (b) are alternatives and the one not agreed upon is to be deleted.) (a) Any dispute
arising under this Charter shall be referred to Arbitration in ___________________
(b) Any dispute arising under this Charter shall be referred to arbitration in the country of the Respondent in
accordance with the arbitration law and procedure prevailing in such country.
(c) (Note: (c) is applicable only to disputes arising out of Bills of Lading in respect of goods destined for port(s) of the
United Kingdom and Republic of Ireland.) Any dispute arising out of any Bill of Lading issued under this Charter in
respect of goods destined for port(s) of the United Kingdom and the Republic of Ireland shall be referred to arbitration
and shall, in default of agreement between the parties to the contrary, be held in London in accordance with the
provisions of the Arbitration Act 1950.
The dispute shall be referred to a sole Arbitrator to be agreed between the parties or failing such agreement to two
Arbitrators, one to be appointed by each of the parties with power to appoint an Umpire.
Legal Topics:
FOOTNOTES:
(n1)Footnote 1. General Council of British Shipping; reprinted with permission.
Agreed April, 1961, between The Documentary Committee of the Chamber of Shipping of the United Kingdom,
London, The Documentary Council of The Baltic and International Maritime Conference, Copenhagen, The Timber
Trade Federation of the United Kingdom, London, The U.S.S.R. Chamber of Commerce, Moscow, V/O "Exportles",
Moscow, V/O "Sovfracht", Moscow.
(n2)Footnote 2. Memo. The Owners may agree any other description of cargo.
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30 of 129 DOCUMENTS

FORM No. 19-7 THE BIMCO RUSSIAN WOOD CHARTER PARTY 1961
(Revised 1995 and 2002)
(Russian Baltic, White Sea, Barents Sea and Kara Sea Ports to the
United Kingdom, the Republic of Ireland and other Countries)
CODE NAME: "RUSWOOD"
PART I
PART II
1. Preamble
It is hereby agreed between the Owners/Disponent Owners named in Box 3 (hereinafter referred to as Owners) of the
good Vessel named in Box 6 and with particulars as set out in Boxes 7 and 8 and with cargo hatches of dimensions as
stated in Box 9 each with at least one workable crane or winch, unless the Vessel is described in Box 10 as gearless, and
of carrying capacity, inclusive of deck cargo, expressed in cubic metres as stated in Box 11, now in position as stated in
Box 12 and expected ready to load under this Charter Party earliest on the layday stated in Box 13 but latest on the
cancelling date stated in Box 14 and the party named as Charterers in Box 4 that:
2. Loading Port(s)
The said Vessel being tight, staunch and strong and in every way fitted for the voyage, shall with all convenient speed
(having liberty to take cargo for Owners' benefit, either direct or to any port or ports on the way, and discharging the
same) proceed to one safe berth at the loading port(s) stated in Box 15 or so near thereunto as she may safely get, and
there load, always afloat (not always afloat but safe aground if loading at Mesane, Onega or Petchora or at such other
port(s) as specifically agreed and stated in Box 16) in the customary manner as and where ordered by the Charterers or
their agents.
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3. 3. Cargo and Deck Load
The Charterers shall provide a full and complete cargo of sawn/further prepared softwood and/or hardwood and/or panel
products, palletized and/or length packaged and/or truck bundled as described in Box 19, the Owners having a margin
of 2.5 upwards or 6 % downwards.
The Vessel shall be provided with a full deck load unless limited in Box 19, at full freight as for under-deck cargo at the
Charterers' risk, not exceeding what she can reasonably stow and carry over and above her tackle, apparel and furniture.
The Owners, if required and for their account, to provide and erect uprights (but not from the cargo); to provide
tarpaulins and to cover deck cargo therewith; to provide and secure lashings for deck cargo; and to provide slings if
required and agreed.
The Charterers shall supply the Owners or their agents with a copy of their loading instructions to the shippers" as soon
as reasonably possible prior to commencement of loading.
4. Discharging Port(s)
Being so loaded the Vessel shall proceed therewith to the safe discharging port(s) stated in Box 17 as ordered by the
Charterers on signing Bill(s) of Lading, thence to such safe berth or place within the port as may be ordered by the
Charterers on arrival unless its name is inserted in Bill(s) of Lading, or so near thereunto as she may safely get, and
there deliver the cargo, always afloat or, if specifically agreed and stated in Box 18, not always afloat but safe aground
upon being paid freight in accordance with Clause 5.
5. Payment
5.1 Freight
The total freight calculated at the rates per cubic metre stated in Box 20 on the quantity delivered and any charges
payable by the Charterers/Consignees under Clause 8 shall be paid in cash into the Owners' Bank account as stated in
Box 21 or in the manner stated in Box 22 less any freight advance. Where cargoes of softwood comprise bath length
packaged and truck bundled goods the total freight for such cargoes shall be charged at the rates stated in Box 20.
Unless another percentage is agreed and stated in Box 23, then 90% of the total freight less any freight advance, as
calculated upon each Bill of Lading quantity of cargo on board the Vessel upon arrival at destination, shall be paid upon
the vessel commencing discharge. Any balance of freight or refund shall be paid when the final outturn has been
ascertained, in the UK/ Eire on production to the Charterers/Consignees of an ex-ship tally undertaken by independent
or sworn tallymen who shall be appointed and paid for by the Owners, and elsewhere on receiving Owners' invoice and
certificate of final outturn.
5.2 Freight Advance
If required by the Master, Charterers shall advance cash for Vessel's ordinary disbursements in the loading port at the
closing rate of exchange at the loading port(s) on the day the advance is taken, endorsed upon the relevant Bill(s) of
Lading subject to a charge of 2 %. Such advance shall not exceed one-third of the freight applicable to any one Bill of
Lading and not more than one-third of the freight on all or any Bill(s) of Lading.
5.3 Interest
Interest on any outstanding freight or charges under Clause 8 or refund due shall accrue at the base rate plus 3%, of the
currency of payment.
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6. Loading
6.1 Notice of Arrival
The Master or the Owners shall telex the Charterers and the Shippers named by the Charterers or as already identified in
Box 5 at loading port(s) giving at least 8 consecutive days notice for Baltic, 10 for Karelian, White and Barents Seas
and 18 for Kara Sea ports, stating the Vessel's and the Charterers' name, date of this Charter Party (if known), quantity
and kind of cargo according to the Charter Party, the date of the Vessel's expected arrival at the loading port as well as
the names of loading and discharging ports.
If the Vessel cannot arrive within 2 days after the date so notified, the Owners shall inform the Charterers and the
Shippers as above by telex as early as practicable stating the Vessel's estimated time of arrival. Default under this clause
other than wilful misrepresentation shall not be considered a breach of the Charter Party but the Owners shall be
responsible to the Charterers for proven extra costs due to non-arrival by the stated date or dates, if due care has not
been exercised in giving notice of probable date of Vessel's arrival. If the Owners fail to give the required notice 1 day
shall be added to the loading time for each day the notice falls short of the period stipulated, but if the Charterers should
commence loading before the expiration of such additional time then laytime shall count from the actual
commencement of loading.
Written notice of readiness to receive the cargo stating the approximate quantities of the cargo required on and under
deck shall be given by the Master or the Vessel's agents on his behalf to the Shippers named in Box 5 at the loading
port(s) within official office hours of the loading ports(s), after the Vessel's arrival at or off the loading port(s), provided
the Vessel is in all respects ready to load, whether in berth or not, whether cleared at customs or not, whether in free
pratique or not.
6.3 Loading port expenses Stevedores
The stevedores shall be appointed by the Charterers or the Shippers but shall be under the direction of the Master who
shall remain responsible for the proper stowage of the cargo.
Loading expenses
Note
: (a) and (b) are alternatives; if Box 24 is not completed, (a) will apply.
(a) Free in and Stowed
The cargo shall be brought alongside the Vessel to the customary manner and loaded at the Charterers' risk and expense.
(b) Gross Terms
The cargo shall be brought alongside the Vessel in the customary manner at the Charterers' risk and expense.
The Owners shall pay to the Charterers or the Shippers the loading price per cubic metre stated in Box 25 calculated
upon the quantity of cargo loaded, in settlement of loading and stowing.
Ice tonnage dues

Page 273
Ice tonnage dues in loading port(s) shall be for Shippers'/Charterers' account unless otherwise agreed.
Overtime
If work is done outside official working hours or on excepted days all extra expenses shall be for the account of the
party ordering same. However if such work is undertaken on the orders of the Port Authority or any similar body
empowered to order the Vessel to work after official working hours or on excepted days then the Owners and the
Charterers shall bear and pay such extra expenses incurred by them in complying with any such orders or directions. In
all cases overtime expenses for the Vessel's Officers and Crew shall be for the Owners' account.
Extra berth at Mesane
In the event of insufficient water preventing the Vessel from completing loading at the loading berth, the Vessel shall
bear the cost of shifting to not more than one further loading berth to complete.
Completion of loading at White Sea parts
If loading in October the Charterers undertake to load the Vessel, clear the cargo and present the Master with Bills of
Lading in time to enable the pilot to take the Vessel out of the port not later than 31st October. Other than in the case of
delay attributable to the Owners, on presentation by the Owners of the original or certificated copies of Underwriters'
accounts, the Charterers shall immediately remit the actual cost of any extra insurance premium on current policies. In
the event of any subsequent rebate or return of such extra premium, these shall be returned to the Charterers.
6.4 Counting of laytime
Time for loading shall commence at 18.00 on the same day if the Vessel is ready to load, whether in berth or not, and
written notice of readiness to load has been given during official office hours to the Shippers or their Agents at or before
12.00 and from 08.00 on the next working day if notice of readiness is given during official office hours after 12.00.
After berthing, actual time lost (if any) in the Vessel obtaining customs clearance and free pratique, shall not count as
laytime. Should the Vessel be prevented from entering the port and/or berthing and/or loading for any reason other than
weather, tidal conditions or inefficiency of the Vessel, the Vessel shall be regarded as if ready in berth after arrival at or
off the port, or so near thereunto as she may be permitted to approach and the time shall count as above. The time
occupied in moving to loading berth shall not count as laytime.
The laytime shall not commence before the first layday or the notified date of arrival whichever is the later. However, if
loading commences earlier, then only the actual time used shall count. Saturdays, Sundays (or their local equivalents)
and general and local holidays shall be excepted unless used, in which case only the actual time used shall count.
Laytime shall not count during bad weather periods affecting actual loading, and for 3 hours after the rain or snow
stops, unless used.
If two or more loading ports are used, laytime shall commence to count at the second and subsequent loading ports 3
hours after the Vessel's berthing or the Vessel's anchoring, if the berth is occupied, provided the Vessel is in all respects
ready to load and subject to the provisions of excepted periods. The time occupied in moving to loading berth shall not
count unless the Vessel is already on demurrage.
Archangel, Loading above Bridges
If the Vessel is ordered to load or to complete loading above the bridges at Archangel, the time lost in waiting for lifting
bridges in excess of 6 hours in each direction is to count as laytime.
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6.5 Loading rates, demurrage and equalisation
Loading Rates
The Vessel shall be loaded at the average rate in cubic metres stated in Box 26 per working day of 24 consecutive hours.
Demurrage
If the Vessel is detained beyond her laytime, demurrage shall be paid by the Charterers to the Owners on the quantity
stated in Box 19 at the rate per cubic metre, or such other rate stated in Box 27, per running day detained and pro rata
for any part of a day.
Despatch
(Optional, applicable only when agreed and entered in Box 28).
Despatch money shall be paid by the Owners to the Charterers or the Shippers at half the applicable demurrage rate for
all laytime saved at loading port.
Equalisation
Unless despatch money is due to be paid, the Owners shall pay to the Shippers at the loading port a loading equalisation
charge at the rate per cubic metre stated in Box 29 on the quantity loaded as per the Bill(s) of Lading.
6.6 Crane clause
Unless the Vessel is gearless and described as such in Box 10 the Owners shall, if required, give free use of Vessel's
cranes/winches, which are to be in good working order, and shall provide sufficient motive power to operate all
cranes/winches simultaneously.
The Vessel shall supply light as on board free of charge for work during periods of darkness.
Where the Vessel's gear is to be used but becomes inoperative by reason of insufficient lifting capacity of cranes or
winches or breakdown and the cargo is loaded by shore and/or floating appliances, the Owners shall pay the rate per
cubic metre stated in Box 30 for the quantity actually loaded to defray the cost of the use of such shore and/ or floating
appliances.
The lifting capacity of cranes or winches to be not less than 3 metric tons for Vessels up to and including 2,500 cubic
metres and not less than 4 metric tons for Vessels over 2,500 cubic metres. Vessels loading at Igarka to be equipped
with cranes or winches of lifting capacity not less than 5 metric tons. Vessels fitted with "guy or topping winches" to be
treated as having double winches.
6.7 Disputes
Any dispute(s) arising at the loading port(s) shall be settled before signing the Bill(s) of Lading. Otherwise a written
notice of claim shall be handed to the Charterers or the Shippers or their nominated representatives before signing the
Bill(s) of Lading. If such notice has not been given before signing the Bill(s) of Lading the Owners shall not be entitled
to exercise any lien on the cargo in respect of such claim of the Owners arising at the loading port(s).
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7. Bills of Lading
The Charterers or their nominated representatives shall provide the information necessary to prepare the Bills of Lading
and other documents relating to the cargo for presentation to the Master for signature within a reasonable time after
completion of loading, but not exceeding 12 running hours for Archangel and Igarka and 8 running hours for any other
port(s).
The Master shall be obliged to sign as many sets of Bills of Lading as the Charterers shall require; each set shall
comprise a maximum of 3 originals. Further, the cargo shall be presented in such a manner as to enable the Master to
keep separate the cargo under each Bill of Lading. Each package shall be marked on the top surface with the Bill of
Lading number and on the upper half of one side with the Bill of Lading number, pack number, size and lengths
corresponding with the specifications for the package.
Each Bill of Lading shall be prepared in accordance with the "Ruswoodbill" form of Bill of lading and signed by the
Master and shall be dated showing the date on which the goods the subject matter of the Bill of Lading were loaded on
board, quality, condition, measure, weight, value and description of the contents of the packages unknown, freight and
all terms, conditions, including Arbitration Clause (Clause 26), and exceptions as per this Charter Party. The Owners
shall be responsible for the number of standard full and/or half and/or quarter packages of the approximate sizes stated
in the Bill(s) of Lading signed for by the Master or his duly authorised agent, but the Owners shall not be responsible
for any cargo which is lost or destroyed while lying alongside the Vessel in lighters or on the quay waiting shipment
even if receipted for by the Master or the Owners' agents. In case of any such loss or destruction the Master shall furnish
proof thereof. The Owners shall only be responsible for broken packages in the event that they fail to take due care
either in loading and/or discharging. Packages shall not be broken for the Vessel's benefit and Owners shall pay extra
expenses, if any, for reforming and re-packing packages if caused by the Vessel. If loaded packages are broken or
re-packed after signing Bills of Lading, the Owners are responsible for the number of pieces in every broken or
re-packed package.
All goods loaded for discharge at a particular port whether covered by the Bill(s) of Lading or not shall be delivered
thereat, against presentation and surrender of the original Bill(s) of Lading relating to that port. Any proven overages
shall be notified to Charterers.
8. Discharging
8.1 Notice of Sailing from Loading Port
Within 5 hours after Vessel's sailing from the last loading part the Master shall ensure that the Notify Party named in
Box 32 and the Owners' agents at discharging port(s) are given telex notice stating the name of the Vessel, loading
port(s), total quantity loaded according to the Bill(s) of Lading and the date of the Vessel's expected arrival at the
discharging port(s).
Written notice of readiness to discharge cargo to be given by the Master or the Vessel's agents to the Notify Party
named in Box 32 during official office hours after the Vessel's arrival at or off the discharging port(s), provided that the
Vessel is in all respects ready to discharge, whether in port or not, whether in berth or not, whether cleared at Customs
or not and whether in free pratique or not.
8.3 Discharging port expenses
Note:
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(a) and (b) are alternatives: if Box 31 is not completed, (a) will apply.
(a) Free Discharge
The stevedores shall be appointed by, and shall be the servants of the Consignees but shall follow the reasonable
instructions of the Master in connection with discharging which shall be to his reasonable satisfaction. The Consignees
have liberty to work on excepted days and outside official working hours. The Consignees shall effect the discharging
free of any risk and expense whatsoever to the Vessel.
(b) Shared Costs
The stevedores shall be appointed by, and shall be the servants of the Owners.
The Owners' liability shall cease at the discharging port(s) on release from the Vessel's or shore crane tackle on quay or
vehicle when discharging direct to vehicle is the agreed method of discharge.
For any work done by the Vessel at the discharging port(s) beyond release from Vessel's or shore crane tackle on quay
the costs shall be paid by the Consignees and in the event of the discharge being direct to vehicle and the costs are
greater than the costs of discharging to quay, the Consignees shall pay the extra costs.
In the execution of any work done beyond release from the Vessel's or shore crane tackle on quay or direct on to
vehicle, the Owners shall act as stevedores with the liability only of such and not further or otherwise, but the Owners
shall not be liable for damage by fire even though caused by the act or neglect of the Owners or their servants or of any
person for whom they are responsible.
Overtime
If work is done outside official working hours or on excepted days all extra expenses' shall be for the account of the
party ordering same. However if such work is undertaken on the orders of the Port Authority or any similar body
empowered to order the Vessel to work after official working hours or on excepted days then the Owners and the
Charterers shall bear and pay such extra expenses incurred by them in complying with any such orders or directions. In
all cases overtime expenses for the Vessel's Officers and Crew shall be for the Owners' account.
Lighters
The Consignees shall have the option to take delivery overside into lighters provided no delay or expenses are incurred
to the Vessel thereby.
8.4 Counting of laytime
Time for discharging shall commence at 14.00 on the same day if the Vessel is ready to discharge, whether in berth or
not, and written notice of readiness to discharge has been given during official office hours to the Charterers/Consignees
or their agents at or before 12.00, and from 08.00 on the next working day if notice of readiness is given during official
office hours after 12.00. After berthing, actual time lost (if any) in the Vessel obtaining customs clearance and free
pratique, shall not count as laytime. Should the Vessel be prevented from entering the part and/or berthing, and/or
discharging for any reason other than weather, tidal conditions or inefficiency of the Vessel, the Vessel shall be
regarded as if ready in berth after arrival at or off the port, or so near thereunto as she may be permitted to approach and
the time shall count as above. The time occupied in moving to discharging berth shall not count as laytime. Saturdays,
Sundays (or their local equivalents) and general and local holidays shall be excepted unless used, in which case only the
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actual time used shall count. Laytime shall not count during bad weather periods affecting discharge.
If two or more discharging ports are used, laytime shall commence to count at the second and subsequent discharging
ports 3 hours after the Vessel's berthing or the Vessel's anchoring, if the berth is occupied, provided the Vessel is in all
respects ready to discharge and subject to the provisions of excepted periods. The time occupied in moving to
discharging berth shall not count.
8.5 Discharging rates. demurrage and despatch
Discharging Rates
The Vessel shall be discharged at the average rate in cubic metres stated in Box 33 per working day of 24 consecutive
hours in accordance with Clause 8.4.
Demurrage
If the Vessel is not so discharged and in consequence is detained beyond her laytime, demurrage shall be paid to the
Owners on the total quantity stated in Box 19, at the rate per cubic metre or such other rate as stated in Box 34 per
running day delayed and pro rata for any part of a day.
If two or more discharging ports are used, laytime and demurrage shall be computed separately for each port.
If the goods are discharged in accordance with Clause 8.3 (a) then demurrage shall be settled between the Consignees
and the Owners and the demurrage to be paid at each discharging port shall be apportioned between all Consignees at
that port in relation to each of their shares of the cargo discharged at that port.
Otherwise all demurrage shall be settled between the Charterers and the Owners.
Despatch
(Optional, applicable only when agreed and entered in Box 35 and if Clause 8.3(a) applies).
Despatch money shall be paid by the Owners to the Consignees at half the applicable demurrage rate for all laytime
saved at discharging port.
8.6 Crane Clause
Unless the Vessel is gearless and described as such in Box 10 the Owners shall, if required, give free use of Vessel's
cranes/winches, which are to be in good working order, and shall provide sufficient motive power to operate all
cranes/winches simultaneously.
The Vessel shall supply light as on board free of charge for work during periods of darkness.
Where the Vessel's gear is to be used but becomes inoperative by reason of insufficient lifting capacity of cranes or
winches or breakdown and the cargo is discharged by shore and/or floating appliances, the Owners shall pay the rate per
cubic metre stated in Box 36 for the quantity actually discharged to defray the cost of the use of such shore and/or
floating appliances.
8.7 Claims
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In accordance with the provisions of Clause 7, counting of packages or pieces in broken packages shall take place
alongside the Vessel.
Save as provided in Clause 8.5 all accounts and/or claims relating to the discharging port(s) including shortage of
packages or pieces in broken packages or damage to the goods, if any, shall be settled between the Consignees and the
Owners direct.
9. Agency
At the loading port(s) and discharging port(s) the Vessel shall be consigned to the Owners' Agents.
10. Substitution
The Owners have the liberty to substitute a Vessel of similar size, draught, class and position and on the same terms of
the Charter Party provided they give telex notice to the Charterers not less than 3 working days prior to the probable
date of the Vessel's arrival at the first loading port.
11. Extra Insurance
Extra insurance on the cargo, if any, owing to the Vessel's age, class and flag shall be for the Owners' account.
12. Cancelling
12.1 If at any time prior to the cancelling date the Owners consider that the Vessel cannot reach the (first) loading port
before the cancelling date named in the Charter Party, then the Owners must give immediate telex notice to the
Charterers also stating the day on which the Vessel is expected to arrive and the Charterers shall declare by telex within
2 working days from their receipt of such notice whether or not they cancel the Charter Party. If the Charterers do not
exercise their option of cancelling, the 4th calendar day after the readiness date stated in the Owners' notification shall
be regarded as the new cancelling date.
12.2 In the event of the Vessel being chartered for "First Open Water" and the Owners inform the Charterers by telex
that the Vessel cannot be ready to load within 3 weeks of the official opening of the port for navigation where the
Vessel is to commence loading, also stating the day on which the Vessel is expected to arrive, the Charterers shall have
the option of cancelling the Charter Party, such option to be declared by telex within 2 working days from the receipt of
the Owners' notification. If the Charterers do not exercise their option of cancelling, the 4th calendar day after the
readiness date stated in the Owners' notification shall be regarded as the new cancelling date.
13. Fire
If the goods intended for shipment under this Charter Party by the Shippers are destroyed by fire, or if fire at the mill(s)
prevents their being provided, the Charterers shall have the right of cancelling this Charter Party, immediate notice
thereof being given by telex to the Owners. In the event of part cargo having been shipped and the remainder of the
goods intended for shipment being destroyed by fire, or if fire at the mill(s) prevents their being provided, Charterers'
liability to ship the balance of the cargo shall thereupon cease and the Vessel shall proceed with the cargo then on
board, having liberty to fill up for Owners' benefit at the same or at any other port or ports either for the same
destination or for any other port or ports whether any of such ports are in the course of the chartered voyage or not.
14. Floods and/or Ice
If floods and/or ice conditions prevent the manufacture of the goods or their transit to the port of shipment, the
Charterers, provided they give notice of such prevention to the Owners before the Vessel leaves her last outward port
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for the (first) loading port, shall have the right to cancel this Charter Party without liability for damages.
15. Exceptions
The Owners shall not be liable for loss or damage arising or resulting from unseaworthiness unless caused by want of
due diligence on the part of the Owners to make the Vessel seaworthy, and to secure that the Vessel is properly manned,
equipped and supplied and to make the holds and all other parts of the Vessel in which goods are carried fit and safe for
their reception, carriage and preservation. The Owners shall not be responsible for loss or damage arising or resulting
from: Act, neglect, or default of the Master, mariner, pilot, or the servants of the Owners in the navigation or in the
management of the Vessel; Fire, unless caused by the actual fault or privity of the Owners; Perils, dangers and accidents
of the sea or other navigable waters; Act of God; Act of War; Act of Public enemies; Arrest or restraint of princes,
rulers or people, or seizure under legal process; Quarantine restrictions; Act or omission of the Shippers or the Owners
of the goods, their Agents or representatives; Strikes or lock-outs or stoppage or restraint of labour from whatever
cause, whether partial or general; Riots and civil commotions; Saving or attempting to save life or property at sea;
Wastage in bulk or weight or any other loss or damage arising from inherent defect, quality, or vice of the goods;
Insufficiency of packing; Insufficiency or inadequacy of marks; Latent defects not discoverable by due diligence. Any
other cause arising without the actual fault or privity of the Owners, or without the fault or neglect of the Agents or
servants of the Owners.
16. Deviation
The Vessel shall have the liberty to tow and to be towed and to assist vessels in distress and to deviate for the purpose of
saving life or property, to sail without pilot and to call at any ports in any order, for bunkering or other purposes, or to
make trial trips after notice, or adjust compasses and/or radio equipment and reasonable exercise of any of these
liberties shall not be deemed to be departure from the contractual route.
17. Re-chartering
The Charterers shall have permission to re-charter or sub-let (wholly or partly) the Vessel at any rate of freight without
prejudice to the Charter Party, and the Bill(s) of Lading shall be signed at any rate of freight without prejudice to the
Charter Party, but the Charterers shall always remain responsible to the Owners for due fulfillment of this Charter Party.
18. War Clause
18.1 For the purpose of this Clause, the words:
(a) "Owners" shall include the shipowners, bareboat charterers, disponent owners, managers or other operators who are
charged with the management of the Vessel, and the Master; and
(b) "War Risks" shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution,
rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of
terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively
against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any
person, body, terrorist or political group, or the Government of any state whatsoever, which, in the reasonable
judgement of the Master and/or the Owners, may be dangerous or are likely to be or to become dangerous to the Vessel,
her cargo, crew or other persons on board the Vessel.
18.2 If at any time before the Vessel commences loading, it appears that, in the reasonable judgement of the Master
and/or the Owners, performance of the Charter Party, or any part of it, may expose, or is likely to expose, the Vessel,
her cargo, crew or other persons on board the Vessel to War Risks, the Owners may give notice to the Charterers
cancelling this Charter Party, or may refuse to perform such part of it as may expose, or may be likely to expose, the
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Vessel, her cargo, crew or other persons on board the Vessel to War Risks; provided always that if this Charter Party
provides that loading or discharging is to take place within a range of ports, and at the port or ports nominated by the
Charterers the Vessel, her cargo, crew, or other persons on board the Vessel may be exposed, or may be likely to be
exposed, to War Risks, the Owners shall first require the Charterers to nominate any other safe port which lies within
the range for loading or discharging, and may only cancel this Charter Party if the Charterers shall not have nominated
such safe port or ports within 48 hours of receipt of notice of such requirement.
18.3 The Owners shall not be required to continue to load cargo for any voyage, or to sign Bills of Lading for any port
or place, or to proceed or continue on any voyage, or on any part thereof, or to proceed through any canal or waterway,
or to proceed to or remain at any port or place whatsoever, where it appears, either after the loading of the cargo
commences, or at any stage of the voyage thereafter before the discharge of the cargo is completed, that, in the
reasonable judgement of the Master and/or the Owners, the Vessel, her cargo (or any part thereof), crew or other
persons on board the Vessel (or any one or more of them) may be, or are likely to be, exposed to War Risks. If it should
so appear, the Owners may by notice request the Charterers to nominate a safe port for the discharge of the cargo or any
part thereof, and if within 48 hours of the receipt of such notice, the Charterers shall not have nominated such a port, the
Owners may discharge the cargo at any safe port of their choice (including the loading port) in complete fulfillment of
the Charter Party. The Owners shall be entitled to recover from the Charterers the extra expenses of such discharge and,
if the discharge takes place at any port other than the loading port, to receive the full freight as though the cargo had
been carried to the discharging port and if the extra distance exceeds 100 miles, to additional freight which shall be the
same percentage of the freight contracted for as the percentage which the extra distance represents to the distance of the
18.4 If at any stage of the voyage after the loading of the cargo commences, it appears that, in the reasonable judgement
of the Master and/or the Owners, the Vessel, her cargo, crew or other persons on board the Vessel may be, or are likely
to be, exposed to War Risks on any part of the route (including any canal or waterway) which is normally and
customarily used in a voyage of the nature contracted for, and there is another longer route to the discharging port, the
Owners shall give notice to the Charterers that this route will be taken. In this event the Owners shall be entitled, if the
total extra distance exceeds 100 miles, to additional freight which shall be the same percentage of the freight contracted
for as the percentage which the extra distance represents to the distance of the normal and customary route.
18.5 The Vessel shall have liberty:-
(a) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy,
ports of call, stoppages, destinations, discharge of cargo, delivery or in any way whatsoever which are given by the
Government of the Nation under whose flag the Vessel sails, or other Government to whose laws the Owners are
subject, or any other Government which so requires, or any body or group acting with the power to compel compliance
with their orders or directions;
(b) to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to
(c) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the
European Community, the effective orders of any other Supranational body which has the right to issue and give the
same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and
directions of those who are charged with their enforcement;
(d) to discharge at any other port any cargo or part thereof which may render the Vessel liable to confiscation as a
contraband carrier. Prior to discharge in such cases and wherever possible Owners shall consult Charterers, who shall
give their immediate nomination of an alternative safe port;
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(e) to call at any other port to change the crew or any part thereof or other persons on board the Vessel when there is
reason to believe that they may be subject to internment, imprisonment or other sanctions;
(f) where cargo has not been loaded or has been discharged by the Owners under any provisions of this Clause, to load
other cargo for the Owners' own benefit and. carry it to any other port or ports whatsoever, whether backwards or
forwards or in a contrary direction to the ordinary or customary route.
18.6 If in compliance with any of the provisions of sub-clauses (2) to (5) of this Clause anything is done or not done,
such shall not be deemed to be a deviation, but shall be considered as due fulfillment of the Charter Party.
19. Ice Clause
19.1 Where the Charter Party provides for one loading port only, if when the Vessel is ready to proceed from her last
port of call (whether a discharging port or not) or at any time during the voyage to the loading port the Owners be
informed by the Shippers or their authorised Agents and the Owners' Agents at loading port that in their opinion the port
is not accessible and/or the shipment of the goods is not practicable by reason of ice, the Owners shall have the right to
cancel the Charter Party and shall forthwith inform the Charterers accordingly.
19.2 Where the Charter Party provides for one loading port only, if upon Vessel's arrival off the port or so near
thereunto as she can get, ice, in the opinion of the Master prevents the Vessel from reaching or entering the loading port,
the Charter Party shall be cancelled forthwith and the Owners shall advise the Charterers by telex. If after arrival, the
Master, for fear of the Vessel being frozen in, deems it advisable to sail he shall be at liberty to leave either without
cargo, in which case the Charter Party shall be cancelled forthwith and the Master or the Owners shall notify the
Charterers by telex accordingly, or with part cargo and to fill up for the Vessel's benefit at any port for any port or ports
whether such ports be in the course of the chartered voyage or not; but in case of leaving with part cargo the Vessel
shall deliver such part cargo at its port of delivery or shall, without undue delay, forward it thereto and there deliver it in
accordance with this Charter Party.
19.3 Where the Charter Party provides for more than one loading port, if, in the opinion of the Master, the first loading
port be inaccessible, or, if after arrival at any loading port the Master for fear of the Vessel being frozen in, deems it
advisable to sail without cargo or with a part cargo, the Vessel shall proceed in rotation to the next loading port named
in the Charter Party which in the opinion of the Master is accessible. On arrival at such loading port the Charterers shall
declare forthwith, in writing, to the Master or Owners' Agents at such ports, either to cancel the Charter Party to the
extent to which it is unfulfilled or to load a full and complete cargo at the loading port(s) named in the Charter Party,
which, in the opinion of the Master, are accessible, completing, if necessary, at any other safe open port on the same
coast and in the same country. In the event of the Charterers declaring to cancel the Charter Party to the extent to which
it is unfulfilled the Vessel shall nevertheless have the right to fill up for Vessel's benefit at any port for any port or ports,
whether in the course of the chartered voyage or not, but shall without undue delay deliver any part cargo which had
previously been loaded under this Charter Party at its port of delivery or forward it thereto and there deliver it in
accordance with this Charter Party. If all ports be in the opinion of the Master inaccessible the Charter Party shall
forthwith be cancelled and the Owners shall advise the Charterers by telex.
19.4 The Charterers' liability to supply cargo and to load shall not commence earlier than 48 hours after the navigation
of lighters between the Shippers' wharf and/or quay and the Vessel is unimpeded by ice.
20. Strike Clause
20.1 Wherever used in Clauses 20.1 to 20.6 the words "relevant party" shall mean the Charterers in respect of loading
port(s), the Charterers where discharge is in accordance with Clause 8.3(b) and the Consignees where discharge is in
accordance with Clause 8.3(a). The word "strike" when used in Clauses 20.1 to 20.9 shall include lockout, riot and civil
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commotion preventing the Vessel from being loaded or discharged. Laytime shall not count during the period of any
strike preventing loading or discharging of the cargo. If the Vessel is carrying cargo for discharge at the loading port(s)
such cargo shall have been discharged before the provisions of Clauses 20.1 to 20.8 apply.
20.2 In the event of strike(s) preventing or delaying the production or transport of the goods to the loading port(s) or
affecting the loading of the cargo or any part of it at the time when the Vessel must start on or during her voyage to the
loading port(s), the Owners may give the Charterers telex notification of their intention to cancel the Charter Party or to
proceed to the loading port subject to the Charterers agreeing to the provisions of Clause 20.5. The Charterers shall,
within one clear working day after receipt, of such notification, declare by telex whether they are prepared as from the
time of arrival of the Vessel to accept the provisions of Clause 20.5, failing which the Owners shall have the right to
cancel the Charter Party without further notification.
20.3 In the event of strike(s) preventing or delaying the production or transport of the goods to a loading port, on or
after arrival of the Vessel at the loading port, the Charterers shall have the right to keep the Vessel waiting in
accordance with the provisions of Clause 20.5. Subject to provision of telex notice from Owners in accordance with
Clause 20.1, if such right is not exercised within one clear working day after the Vessel's arrival, or one clear working
day after the subsequent occurrence of such strike(s) then the Owners shall have the option, by giving telex notice to the
Charterers, to cancel the Charter Party to the extent of the cargo to be lifted at the loading port and the cargo to be lifted
at other loading port(s), if they are affected by such strike(s). If, when exercising such option, part of the cargo has then
already been loaded the Vessel must carry it to the discharging port(s) (freight payable on the loaded quantity only),
having liberty to complete with other cargo on the way for Owners' account.
20.4 In the event of strike(s) at a discharging port preventing the discharge of cargo destined thereto, the relevant party
shall on receipt of notice from the Owners requesting liberty to divert, have the option at any time before the Vessel
arrives at or off the discharging port to order the Vessel to a safe port where the cargo for the strike(s)-affected port can
be discharged. Cargo destined for discharging port(s) unaffected by strike(s) shall be discharged thereat and without
liability. In the event of strike(s)at a discharging port preventing the discharge of cargo at the time the Vessel arrives or
thereafter, the relevant party shall have the option, to be declared within one clear working day of receipt of telex notice
from the Owners of their wish to divert, of keeping the Vessel waiting in accordance with the provisions of Clause 20.5
or of ordering the Vessel to a named safe port where the cargo can be discharged. Where the cargo, has been delivered
at a substituted port, all conditions of this Charter Party and Bill(s) of Lading issued pursuant hereto shall apply and the
Vessel shall receive the same freight as if the discharge had been at the original discharging port. However if the
additional distance the Vessel has to travel to reach the substituted port after being ordered to divert, exceeds 100
nautical miles (calculated from the point where the Vessel is located to the substitute port, less the distance from where
the Vessel is located to the original discharging port), then the freight (minus any loading and discharging costs
included in the freight) on the cargo delivered thereat shall be increased in the same ratio as the excess distance is in
proportion to the original voyage distance.
20.5 If the Vessel is ordered to be kept waiting by the relevant party, in compliance with Clause 20.2 or Clause 20.3 or
Clause 20.4 then, unless the Vessel is already on demurrage, which shall continue to be due in full in accordance with
the provisions of Clause 6.5 or Clause 8.5 as appropriate, the following provisions shall separately apply at each loading
and discharging port:
(i) On arrival at the port no liability for demurrage shall accrue for the first 6 running days after the expiry of one clear
working day from the receipt of required notice from the Owners to the relevant party.
(ii) Thereafter and for a period of up to 7 running days the relevant party shall pay to the Owners on the quantity stated
in Box 19 an amount per running day or pro rata, equal to half the agreed demurrage rate.
(iii) Thereafter the relevant party shall pay to the Owners on the quantity stated in Box 19 an amount per running day or
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pro rata, equal to the agreed demurrage rate.
20.6 The liability for demurrage under Clause 20.5 shall not apply where the Vessel completes loading at the loading
port or discharging at the discharging port within the time under Clause 20.5(i) and within the laytime.
20.7 The relevant party shall have the right at any time while the provisions of Clause 20.5 apply to nevertheless order
the Vessel to depart to a substitute loading or discharging port, subject to the provisions of Clauses 20.3 and 20.4, but in
any case the relevant party shall be bound to pay the accrued liability under Clause 20.5 at the time such an order is
given.
20.8 If strike conditions cease and delivery by or to the relevant party is commenced before the expiry of the periods in
Clauses 20.5(i) and 20.5(ii) but is subsequently prevented by further strike(s), the provisions of Clause 20.5 shall be
reactivated but the time remaining under Clause 20.5(i) and then Clause 20.5(ii) shall be reduced by the cumulative
period the previous strikes(s) prevented delivery by or to the relevant party. This provision shall continue to apply
where the Vessel is subsequently ordered to a substitute port while the provisions of Clause 20.5 are in operation, but
the time moving to the substituted port shall not count.
20.9 In the event of strikes(s) by officers or crew of the Vessel and/or other employees of the Owners or any strikes(s)
caused by them, delay to the Vessel shall be for the Owners' account.
21. Lien and Cesser
21.1 The Owners shall have an absolute lien on the cargo for freight, deadfreight, demurrage and average contribution
due to them under this Charter Party, including necessary cost of recovering the same.
In respect of Owners' claims protected by lien on the cargo, the Charterers' liability under this Charter shall cease on the
cargo being loaded, provided that the Owners have, without incurring undue delay or expense, been able to obtain
satisfaction of these claims by exercising the lien.
21.2 In case of disputes over items payable by the Charterers/Shippers/Consignees, the interested party shall have the
option of providing the Owners with an acceptable letter of guarantee, in which event the Owners not to exercise lien on
the cargo for such items. The letter of guarantee may provide that the undertaking contained therein becomes invalid if -
within one year of its date of issue - the dispute has neither been settled amicably, nor submitted to court or arbitration.
22. Both to Blame Collision Clause
If the Vessel comes into collision with another vessel as a result of the negligence of the other vessel and any act,
neglect or default of the Master, manner, pilot or the servants of the Owners in the navigation or in the management of
the Vessel, the owners of the cargo carried hereunder will indemnify the Owners against all loss or liability to the other
or non-carrying vessel or her Owners in so far as such loss or liability represents loss of, or damage to, or any claim
whatsoever of the owners of said cargo, paid or payable by the other or non-carrying vessel or her Owners to the owners
of said cargo and set off, recouped or recovered by the other or non-carrying vessel or her Owners as part of their claim
against the carrying vessel or Owners. The foregoing provisions shall also apply where the Owners, operators or those
in charge of any vessel or vessels or objects other than, or in addition to, the colliding vessels or objects are at fault in
respect of a collision or contact.
General Average shall be adjusted, stated and settled at the place as indicated in Box 37 according to the York-Antwerp
Rules, 1994 or any modifications thereof, but if, notwithstanding the provisions specified in Box 37, the adjustment is
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made in accordance with the law and practice of the United States of America, the following clause shall apply:
"In the event of accident, danger, damage or disaster before or after commencement of the voyage, resulting from any
cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the Owners are not
responsible, by statute, contract or otherwise, the goods, shippers, consignees or owners of the goods shall contribute
with the Owners in general average to the payment of any sacrifices, losses or expenses of a general average nature that
may be made or incurred and shall pay salvage and special charges incurred in respect of the goods. If a salving vessel
is owned or operated by the Owners, salvage shall be paid for as fully as if the salving vessel or vessels belonged to
strangers. Such deposit as the Owners, or their agents, may deem sufficient to cover the estimated contribution of the
goods and any salvage and special charges thereon shall, if required, be made by the goods, shippers, consignees or
owners of the goods to the Owners before delivery."
24. Commission
A commission upon the freight and deadfreight as stated in Box 38 is due by the Owners to the party named in Box 38.
25. Claims
Details of any claim under this Charter Party must be given within 12 months of the date of final discharge otherwise
such claim shall be deemed to be waived.
26.1 This Charter Party shall be governed by and construed in accordance with English law and any dispute arising out
of this Charter Party or Bill of Lading issued hereunder shall be referred to Arbitration in London in accordance with
the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactments thereof for the time being in force,
one arbitrator being appointed by each party unless it is agreed to appoint a jointly nominated sole Arbitrator. In the
absence of agreement to appoint a jointly nominated sole Arbitrator then, on the receipt by one party of the nomination
in writing of the other party's Arbitrator, that party shall appoint their Arbitrator within 14 days, failing which the
decision of the sole Arbitrator shall apply. If two Arbitrators properly appointed shall not agree they shall appoint an
Umpire whose decision shall be final.
26.2 If a place other than London is stated in Box 39 any dispute arising under this Charter Party shall be referred to
Arbitration at the place indicated in Box 39, subject to the law and procedures applicable there. The laws of the place
indicated in Box 39 shall govern this Charter Party.
27. Telex
Wherever the word "Telex" appears in the Charter it shall be deemed to include Telefax and Telegram.
Legal Topics:
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31 of 129 DOCUMENTS

Chapter XX YACHT CHARTER PARTIES
2D-XX Benedict on Admiralty XX.syn
XX.syn Synopsis to Chapter XX: YACHT CHARTER PARTIES
FORM No. 20-1 YACHT CHARTER PARTY (AGREEMENT)
Scope
Scope
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32 of 129 DOCUMENTS

2D-XX Benedict on Admiralty FORM No. 20-1
FORM No. 20-1 YACHT CHARTER PARTY (AGREEMENT)n1
Standard form of the Yacht Architects & Brokers Association, Inc.
(June, 1976 )
Agreement made this ___________________ day of ___________________ 19 _____ by and between

___________________ of ___________________ Owner of the ___________________ Yacht n2 named
"___________________" of an over all length of about ___________________ feet, Official No.
___________________, hereinafter called the Owner, and ___________________ of ___________________
hereinafter called the Charterer.
Witnesseth:
1. Term, Hire & Payments. In consideration of the covenants hereinafter contained, the Owner agrees to let and the
Charterer agrees to hire the Yacht from ___________________ n3 on the ___________________ day of
___________________ 19 _____ to ___________________ [3] on the ___________________ day of
___________________ 19 _____ for the total sum of ___________________ Dollars of which amount
___________________ Dollars shall be paid on the signing of this Agreement and the balance thereof as follows:
2. Delivery. The Owner agrees to deliver the yacht at ___________________ on the ___________________ day of
___________________ 19 _____ in full commission and in proper working order, outfitted as a yacht of her size, type
and accommodations, with full equipment, inclusive of that required by law, and fully furnished, including gallery and
dining utensils and blankets; staunch, clean and in good condition throughout and ready for service; and agrees to allow
demurrage pro rata to the Charterer for any delay in delivery.
But should it be impossible for the Owner to make delivery as stipulated through causes beyond his control and should
such delivery not be made within ___________________ day(s) n4 thereafter, then this Agreement may be cancelled by
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the Charterer and any charter money paid in advance shall be returned to him.
3. Insurance. The Owner represents that the yacht is insured against fire, marine and collision risks, and with
protection and indemnity coverage for the term of this charter as follows, subject to such deductibles, if any, as are
specified below, ___________________ and the Charterer shall thereby be relieved of any and all liability for such loss
or damage and in case of any accident or disaster the Charterer shall give the Owner or ___________________ prompt
notice of same.
Said policies of insurance are to be held by Owner. But should the Owner fail to, or elect not to, carry such insurance he
shall then assume the same responsibility as if the yacht were so insured.
4. Accidents. The Owner agrees that should the yacht after delivery sustain breakdown of machinery or be disabled or
damaged by fire, grounding, collision or other cause so as to prevent the use of the yacht by the Charterer for a period of
not less than twenty-four n5 consecutive hours at any time, the same not being brought about by any act or default of
the Charterer, the Owner shall make a pro rata return of hire to the Charterer of such period in excess of the said
twenty-four[5] hours the yacht shall be disabled or unfit for use.
Provided, however, that in case the yacht be lost or said damage be so extensive that the yacht cannot be or is not
repaired within ___________________ days, n6 the same not being brought about by any act or default of the
Charterer, then the charter price shall be abated pro rata at ___________________ per day and charter money paid in
advance shall be rebated pro rata from the time of such damage, and the Charterer shall have the right to terminate this
charter.
5. Running Expenses. The Charterer agrees to accept the yacht delivered as hereinbefore provided and to pay all
running expenses during the term of charter.
6. Liens. The Charterer, his agents and employees have no right or power to permit or suffer the creation of any
maritime liens against the yacht, except for crew's wages and salvage. The Charterer agrees to indemnify the Owner for
any charges or losses in connection therewith, including reasonable attorneys' fees.
7. Navigation Limits. The Charterer agrees to restrict the cruising of the yacht to the following waters, viz.:
___________________
8. Pre-Delivery and Indemnification. The Charterer agrees to redeliver the yacht, her equipment, and furnishings, free
and clear of any indebtedness incurred for Charterer's account, at the expiration of this charter, to the Owner, at
___________________ in as good condition as when delivery was taken, ordinary wear and tear, and any loss or
damage for which the Owner is covered by his own insurance, and Charterer's insurance (if any), as set forth in
Paragraph 3 of this Agreement, excepted.
But should it be impossible for the Charterer to make redelivery of the yacht as stipulated, he shall pay demurrage pro
rata to the Owner for the time that such redelivery is delayed, except in the event of total loss or serious damage to such
yacht, in which event the rights of the parties shall be determined by Paragraphs 3 and 8 of this Agreement.
The Charterer agrees to indemnify and save the Owner harmless from any and all liabilities for loss or damage to third
persons, occasioned by the negligence or default of the Charterer, except to the extent that any such liability is covered
by the Owner's insurance, as set forth in Paragraph 3 of this Agreement.
9. Restricted Use. The Charterer agrees that the yacht shall be employed exclusively as a pleasure vessel for the sole
and proper use of himself, his family, guests and servants, during the term of this charter and shall not transport
merchandise or carry passengers for pay, or engage in any trade nor in any way violate the Revenue Laws of the United
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States, or of any other Government within the jurisdiction of which the yacht may be at any time, and shall comply with
the law in all other respects.
10. The Charterer agrees not to assign this Agreement or sub-charter the yacht without the consent of the owner in
writing.
11. Charterer's Authority Over Crew. It is mutually agreed that full authority regarding the operation and
management of the yacht is hereby transferred to the Charterer for the term thereof.
In the event, however, that the Charterer wishes to utilize the services of a Captain and/or crew members in connection
with the operation and management of the yacht, whether said Captain and/or crew members are furnished by the owner
or by the Charterer, it is agreed that said Captain and/or crew members are agents and employees of the Charterer and
not of the Owner.
In the further event that local United States Coast Guard or other regulations require the Owner exclusively to provide a
Captain and/or crew, or the Owner wishes to provide his own Captain and/or crew, the Owner agrees to provide a
Captain who is competent not only in coastwise piloting but in deep sea navigation, and to provide a proper crew. The
Captain shall in no way be the agent of the Owner, except that he shall handle clearance and the normal running of the
yacht subject to the limitations of this charter party. The Captain shall receive orders from the Charterer as to ports to be
called at and the general course of the voyage, but the Captain shall be responsible for the safe navigation of the yacht,
and the Charterer shall abide by his judgment as to sailing, weather, anchorages, and pertinent matters.
12. Defaults. It is mutually agreed that should any installment of charter money be not paid on the date designated, the
Owner shall have the right to resume possession of the yacht and terminate this charter, without prejudice to his rights
in respect of any arrears of charter money, or of any breach by the Charterer of the conditions herein contained.
13. Brokerage Fees. The Owner and Charterer recognize ___________________ as sole broker in connection with this
Agreement, and the Owner agrees to pay said broker the mutually agreed brokerage fees in connection with said charter,
any extensions, renewals, subsequent charters, and/or in connection with the subsequent purchase of the yacht by the
Charterer within a period of two years from the date hereof.
It is further agreed by the Owner and Charterer that once this Agreement has been signed by both parties and a deposit
of the charter fee has been paid, the said broker shall have no further obligation or responsibility in connection herewith
to either party.
14. Charterer's Certification. The Charterer (if he is to operate the yacht, himself) certifies that he is experienced and
competent in the handling and operation of a yacht of the type named in this agreement and that he has a sufficient,
practical knowledge of seamanship, piloting and Rules-of-the-Road. He agrees that he will not allow the said yacht to
be operated by any person not so qualified during the term of this charter.
15. Additional Conditions. It is further agreed by the parties hereto that ___________________.
16. Arbitration Clause. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof,
shall be settled by arbitration in accordance with the Rules of the American Arbitration Association, said arbitration to
be held in the City and State of the Owner's residence, unless another place is mutually agreed upon. Judgment upon
any award reached by the Arbitrator(s) may be entered in any Court of said State having jurisdiction thereof.
To the true and faithful performances of the foregoing Agreement, the said parties hereto bind themselves, their heirs,
executors, administrators and assigns, each to the other.
Page 289
in witness whereof, the parties hereto have hereunto set their hands and seals the day and year first above written.
WITNESS:
______________________ (Owner)
WITNESS:
______________________ (Charterer)
Legal Topics:
FOOTNOTES:
(n1)Footnote 1. Standard form of the Yacht Architects & Brokers Association, Inc.
(n2)Footnote 2. Type of yacht.
(n3)Footnote 3. Usually noon.
(n4)Footnote 4. Usually 3 days for each month.
(n5)Footnote 5. 48 hours on charters over one month.
(n6)Footnote 6. Usually a period equal to one-quarter of the charter term.

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33 of 129 DOCUMENTS

Memorandum of Agreement made on this ___________________ day of ___________________, 19 _____ by and

between ___________________ of ___________________ (street), ___________________ (city & state) owner of
___________________ of an overall length of ___________________ feet hereinafter called the Owner, and
___________________ of ___________________ (address) hereinafter called the Charterer.
Witnesseth:
1. In consideration of the covenants hereinafter contained, the said Owner agrees to let and the said Charterer agrees to
hire the said Yacht from ___________________ on the ___________________ day of ___________________, 19
_____ to ___________________ on the ___________________ day of ___________________, 19 _____ for the total
sum of ___________________ Dollars, of which amount ___________________ Dollars shall be paid on the signing of
this Agreement and the balance thereof in advance payments as follows: ___________________; provided that the
yacht shall be off hire, pro rata, whenever it remains in port solely on account of a need for repairs.
2. The owner agrees to deliver the yacht at ___________________ on the ___________________ day of
___________________, 19_____ at ___________________ hours in full commission and in proper working order with
full equipment, inclusive of that required by law, and fully furnished; and if delivery is not made by
___________________ hours on the ___________________ day of ___________________, 19 _____, then the
Charterer has the option to cancel this Agreement at anytime thereafter, prior to delivery and be entitled to full
re-imbursements of any and all monies left with the Owner.
3. The Owner agrees to maintain marine hull liability insurance on the yacht, covering the Charterer and his party as an
additional assured for the term of this charter, the policy to be held by him as full protection for any and all loss or
damage that may occur to, or by, the yacht during the charter period; and the Charterer shall thereby be relieved of any
and all liability for such loss or damage; and in case of any accident or disaster the Charterer shall give the Owner or his
representative prompt notice of same.
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But should the Owner fail to, or elect not to, carry such insurance he shall then assume the same responsibility as if the
yacht were so insured.
4. The Charterer agrees to accept the yacht delivered as hereinbefore provided and to pay all running expenses during
the term of charter, including fuel and water, deck, engine room and other consumable stores, pilotage, port charges,
and provisions and supplies for himself and party.
5. The Charterer agrees to restrict the cruising of the yacht to the following waters, viz: ___________________.
6. The Charterer agrees to be responsible for and to replace or make good any injury to the yacht, her equipment or
furnishings, caused personally by himself or any of his party, and not otherwise collectible under the owner's insurance,
ordinary wear and tear excepted.
7. The Owner agrees to furnish kitchen facilities, utensils, flatware, dishes, etc. for ___________________ persons.
The Charterer agrees to furnish all linen, napery, towels, etc. for himself and his party.
8. The Charterer agrees to surrender the yacht at the expiration of this charter at ___________________, free and clear
of any indebtedness that may have been incurred for his account during the term of charter, and in as good condition as
when delivery was taken, ordinary wear and tear and any loss or damage that he shall not be liable to make good
excepted. In the event of any damage or loss to the yacht or its equipment, Charterer shall fully advise Owner thereof
not later than the termination of the charter.
But should it be impossible for the Charterer to make redelivery of the yacht as stipulated due to causes other than the
making of repairs, he shall pay additional hire pro rata to the Owner for the time that such redelivery is delayed.
9. The Charterer agrees that the yacht shall be employed exclusively as a pleasure vessel for the sole and proper use of
himself, his family and guests during the term of this charter and shall not transport merchandise or carry passengers for
pay, or engage in any trade, nor in any way violate the Revenue Laws of the United States or of any other Government
within the jurisdiction of which the yacht may be at any time, and shall comply with the law in all other respects.
10. The Charterer agrees not to assign this Agreement or subcharter the yacht without the consent of the Owner in
writing.
11. It is mutually agreed that full authority regarding the management of the yacht is hereby transferred to the Charterer
for the term hereof.
12. It is mutually agreed that should any installment of charter money be not paid on the date designated, or within
three days thereafter, the Owner shall have the right to resume possession of the yacht and terminate this charter,
without prejudice to his rights in respect of any arrears of charter money, or of any breach by the Charterer of the
conditions herein contained.
13. It is further agreed by the parties hereto that the sum of ___________________ Dollars be left with the Owner in
escrow against any damages not covered by the Owner's insurance. This will be returned within five (5) days of the end
of the charter in the event that there has been no damage or loss.
14. Should the Owner and Charterer be unable to reconcile any differences that may arise with respect to this
Agreement, such dispute shall be referred to a sole arbitrator to be mutually selected by the parties. The decision in
writing signed by the arbitrator shall be final and binding upon both Owner and Charterer and may be binding in any
court of competent jurisdiction. The expense and fees in connection with such arbitration to be equally divided between
Page 292
the parties unless the arbitrator decides otherwise.
To the true and faithful performance of the foregoing Agreement the said parties hereto bind themselves, their heirs,
executors, administrators and assigns, each to the other.
In witness whereof, the parties hereto have hereunto set their hands the day and year first above written.
WITNESS:
By ______________________ (OWNER)
WITNESS:
By ______________________ (CHARTERER)
Legal Topics:
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34 of 129 DOCUMENTS

Chapter XXI GRAIN SHIPPING AGREEMENTS
2D-XXI Benedict on Admiralty XXI.syn
XXI.syn Synopsis to Chapter XXI: GRAIN SHIPPING AGREEMENTS
FORM No. 21-1 Contract for Shipping of Feedingstuffs in Bulk
Scope
FORM No. 21-2 CONTRACT FOR CANADIAN AND UNITED STATES GRAIN
Scope
FORM No. 21-3through FORM NO. 21-4 [RESERVED]
FORM No. 21-5 UNITED STATES/CANADA GRAIN EXPORT FOB (NAEGA)
Scope
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35 of 129 DOCUMENTS

2D-XXI Benedict on Admiralty FORM No. 21-1
FORM No. 21-1 Contract for Shipping of Feedingstuffs in Bulkn*
The Grain and Feed Trade Association. Printed in England and issued by GAFTA (The Grain and
Feed Trade Association), GAFTA House, 6 Chapel Court, Chapel Place, Rivington St., London EC2A
3DQ.
No: 100
Effective October 1, 1995
TALE QUALE -- CIF TERMS
Date ____________________
SELLERS ___________________________________
INTERVENING AS BROKERS ___________________________________
BUYERS ___________________ have this day entered into a contract on the following terms and conditions.
Wherever the word "cakes" is used, this is agreed to mean goods of the contractual description.
1. GOODS -- Broken cakes and/or meal in a proportion, having regard to the characteristics of the goods and methods
of handling, to be taken and paid for as cakes. Goods in bulk but Buyers agree to accept up to 15% in stowage bags,
such bags to be taken and paid for as cakes and any cutting to be paid for by Buyers. Sellers have the option of shipping
the whole or part of the quantity in excess of 15% in bags, in which case the excess over 15% shall be delivered in bulk
and Sellers shall be responsible for cutting the excess bags which remain their property.
Page 295
2. QUANTITY -- 2% more or less. Sellers shall have the option of shipping a further 3% more or less than the contract
quantity. The excess above 2% or the deficiency below 2% shall be settled on the quantity thereof at shipment at market
value on the last day of discharge of the vessel at the port of destination; the value to be fixed by arbitration, unless
mutually agreed. Should Sellers exercise the option to ship up to 5% more, the excess over 2% shall be paid for
provisionally at contract price. The difference between the contract price and the market price calculated in accordance
with the provisions of this clause, shall be adjusted in the final invoice.
3. PRICE -- At
__________________________________________________
)
* per tonne of 1000 kilograms ) gross weight, cost, insurance and freight to
* per ton of 1016 kilograms or 2240 Is. )
)
__________________________________________________
* delete/specify as applicable
4. BROKERAGE -- per tonne, to be paid by Sellers on the mean contract quantity, goods lost or not lost, contract
fulfilled or not fulfilled unless such non-fulfilment is due to the successful application of the Prohibition Clause or the
Force Majeure Clause. Brokerage shall be due on the day shipping documents are exchanged or, if the goods are not
appropriated then the brokerage shall be due on the 30th consecutive day after the last day for appropriation or advice of
shipment.
5. QUALITY
* At time of loading to be fair average of the season's shipments.
* At time and place of shipment to be about as per sealed sample marked ___________________ in the possession of
___________________ Warranted to contain not less than _____ % of oil and protein combined and not more than
2.50% of sand and or silica. Should the whole or any portion, not turn out equal to warranty, the goods must be taken at
an allowance to be agreed or settled by arbitration as provided for below, except that for any deficiency of oil and
protein there shall be allowances to Buyers at the following rates, viz: 1% of the contract price for each of the first 3
units of deficiency under the warranted percentage; 2% of the contract price for the 4th and 5th units and 3% of the
contract price for each unit in excess of 5 and proportionately for any fraction thereof. When the combined content of
oil and protein is warranted within a margin (as for example 40%/42%) no allowances shall be made if the analysis
ascertained as herein provided be not below the minimum, but if the analysis results below the minimum warranted the
allowance for deficiency shall be computed from the mean of the warranted content. For any excess of sand and/or
silica there shall be an allowance of 1% of the contract price for each unit of excess and proportionately for any fraction
thereof. Should the goods contain over 5% of sand and/or silica the Buyers shall be entitled to reject the goods in which
case the contract shall be null and void for such quantity rejected.
The goods are warranted free from castor seed and/or castor seed husk, but should the analysis show a percentage of
castor seed husk not exceeding 0.005%, buyers shall not be entitled to reject the goods, but shall not be entitled to reject
the goods, but shall accept them with the following allowances: 0.75% of contract price if not exceeding 0.001%, 1% of
contract price if not exceeding 0.002%, and 1.50% of contract price if not exceeding 0.005%.
Should the first analysis show the goods free from castor seed and/or castor seed husk such analysis shall be final but in
Page 296
the event of the first analysis showing castor seed husk to be present a second sample may be analyzed at the request of
either party and the mean of the two analyses shall be taken as final. Should the parcel contain castor seed husk in
excess of 0.005% Buyers shall be entitled to reject the parcel, in which ease the contract shall be null and void for such
quantity rejected. Nevertheless, should Buyers elect to retain the parcel they shall be entitled to a further allowance for
any excess over 0.005% of castor seed husk, to be settled by agreement or arbitration. For the purpose of sampling and
analysis each parcel shall stand as a separate shipment. The right of rejection provided by this clause shall be limited to
the parcel or parcels found to be defective.
6. PERIOD OF SHIPMENT -- As per bill(s) of lading, dated or to be dated ___________________ The bill(s) of
lading to be dated when the goods are actually on board. Date of the bill(s) of lading shall be accepted as proof of date
of shipment in the absence of evidence to the contrary. In any month containing an odd number of days, the middle day
shall be accepted as being in both halves of the month.
7. SALES BY NAMED VESSELS - For all sales by named vessels, the following shall apply: --
(a) Position of vessel is mutually agreed between Buyers and Sellers;
(b) The word "now" to be inserted before the word "classed" in the Shipment and Classification Clause;
(c) Appropriation Clause canceled if sold "shipped."
8. SHIPMENT AND CLASSIFICATION -- Shipment to be made in good condition, direct or indirect, with or
without transhipment from ___________________ by first class steamer(s) and/or power engined ship(s) classed not
lower than 100 A1 or British Corporation B.S. or top classification in American, French, Italian, Norwegian, German or
other equal ranking Registers.
9. EXTENSION OF SHIPMENT -- The contract period for shipment, if such be 31 days or less, shall, if desired by
the Shipper, be extended by an additional period of not more than 8 days, provided that the Shipper gives notice
claiming extension by telegram, or telex sent not later than the next business day following the last day of the originally
stipulated period. The notice need not state the number of additional days claimed, and such notice shall be passed on
by Sellers to their Buyers respectively in due course after receipt. Sellers shall make an allowance to Buyers, to be
deducted in the invoice from the contract price, based on the number of days by which the originally stipulated period is
exceeded, as follows: for 1, 2, 3 or 4 additional days, 0.50% of the gross c.i.f. price; for 5 or 6 additional days, 1% of the
gross c.i.f. price; for 7 or 8 additional days, 1.50% of the gross c.i.f. price. If, however, after having given notice to the
Buyers as above, the Sellers fail to make shipment within such 8 days, then the contract shall be deemed to have called
for shipment during the originally stipulated period plus 8 days, at contract price less 1.50%, and any settlement for
default shall be calculated on that basis. If any allowance becomes due under this clause, the contract price shall be
deemed to be the original contract price less the allowance and any other contractual differences shall be settled on the
basis of such reduced price.
10. APPROPRIATION --
(a) Notice of Appropriation stating the vessel's name and the approximate weight shipped shall, within (I) 10
consecutive days if shipped from the U.S. Gulf and/or U.S. and/or Canadian Atlantic/Lake Ports, (ii) 14 consecutive
days if shipped from any other port, from the date of the bill(s) of lading be despatched in accordance with sub-clause
(e) by or on behalf of the Shipper direct to his Buyers or to the Selling Agent or Brokers named in the contract. The
Non-Business Days Clause shall not apply.
Page 297
(b) Notice of Appropriation stating the vessel's name and the approximate weight shipped, shall, within the period
stated in sub-clause (a) above be despatched in accordance with sub-clause (e) by or on behalf of subsequent Sellers to
their Buyers or to the Selling Agent or Brokers named in the contract, but if Notice of Appropriation is received by
subsequent Sellers on the last day or after the period stated in sub-clause (a) from the date of the last bill of lading, their
Notice of Appropriation shall be deemed to be in time if despatched: --
(1) On the same calendar day, if received not later than 1600 hours on any business day,
(2) Not later than 1600 hours on the next business day, if received after 1600 hours or on a non-business day.
(c) A Selling Agent or Brokers receiving a Notice of Appropriation shall despatch like Notice of Appropriation in
accordance with the provisions of this clause. Where the Shipper or subsequent Sellers despatch the Notice of
Appropriation to the Selling Agent, such Selling Agent may despatch Notice of Appropriation either direct to the
Buyers or to the Brokers.
(d) The Shipper's Notice of Appropriation and every subsequent Sellers' Notice of Appropriation shall state the date or
the presumed date of the bill of lading which shall be for information only and shall not be binding, but in fixing the
period laid down by this clause for despatching Notices of Appropriation the actual date of the bill of lading shall
prevail.
(e) Notices of Appropriation shall be despatched by telegram, telex or other method of rapid written communication, or
by letter if delivered by hand on day of writing. Every such Notice of Appropriation shall be open to correction of any
errors occurring in transmission, provided that the sender is not responsible for such errors, and for any previous error in
transmission which has been repeated in good faith.
(f) Should the vessel arrive before receipt of the appropriation and any extra expenses be incurred thereby, such
expenses shall be borne by Sellers.
(g) When a valid Notice of Appropriation has been received by Buyers, it shall not be withdrawn except with their
consent.
(h) A Notice of Appropriation despatched to the Brokers named in the contract shall be considered an appropriation
despatched to the Buyers.
(i) An appropriation shall not be deemed invalid if the date of the bill of lading is within the contract period and if on
that date the vessel named is at the port of loading and carrying goods of the contractual description and quantity.
(j) In the event of less than 95 tones being tendered by any one vessel Buyers shall be entitled to refund of any proved
extra expenses for sampling, analysis and lighterage incurred thereby at port of discharge.
(k) In the event of more than one shipment being made, each shipment shall be considered a separate contract, but the
margin of the mean quantity sold shall not be effected thereby.
11. PAYMENT -- % of invoice amount by cash in ___________________.
*(a) In exchange for and on presentation of shipping documents;
*(b) In exchange for shipping documents on or before arrival of the vessel at destination, at Buyers' option; Sellers,
however, have the option of calling upon Buyers to take up and pay for the documents on or after _____ consecutive
days from the date of the bill(s) of lading.
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In the event of the shipping documents not being available when called for the by Buyers or on arrival of the vessel at
destination, Sellers must provide other documents or an indemnity entitling Buyers to obtain delivery of the goods and
payment shall be made by buyers in exchange for same, but such payments shall not prejudice Buyers' rights under the
contract when shipping documents are eventually available. Should Sellers fail to present shipping documents or other
documents or an indemnity entitling Buyers to take delivery, Buyers shall take delivery under an indemnity provided by
themselves and shall pay for the documents when presented. Any reasonable extra expenses, including the costs of such
indemnity or extra charges incurred by reason of the failure of Sellers to provide such documents, shall be borne by
Sellers and allowed for in the final invoice but such payment shall not prejudice Buyers' rights under the contract when
shipping documents are eventually available.
Costs of collection shall be for account of Sellers, but if Buyers demand presentation only through a bank of their
choice, in that event any additional collection costs shall be for the account of the Buyers. Any balance to be settled on
rendering final invoice.
Final invoices for monies due may be prepared by either party and shall be settled without delay. If not settled, either
party may declare that a dispute has arisen which may be referred to arbitration as herein provided.
12. INTEREST -- If there has been unreasonable delay in any payment interest appropriate to the currency involved
shall be charged. If such charge is not mutually agreed, a dispute shall be deemed to exist which shall be settled by
arbitration. Otherwise interest shall be payable only where specifically provided in the terms of the contract or by an
award of arbitration. The terms of this clause do not override the parties obligation under the Payment Clause.
13. RYE TERMS -- In the event of goods shipped in tankers or in oil compartments of "Oil/Ore" carriers arriving at
destination damaged or out of condition, Buyers must accept delivery but shall be entitled to an allowance for
deterioration calculated on a percentage based on contract price to be fixed by arbitration unless mutually agreed.
Samples shall be taken and sealed at port of discharge jointly by the Sellers and Buyers or their Representatives. In the
event of Buyers receiving an allowance from Sellers under this clause, Sellers and Buyers shall give all reasonable
assistance to each other in the prosecution of claims for recovery from shipowners and/or other parties. Any sum
recovered under this clause shall be for the benefit of Sellers and any proved reasonable extra expense incurred by
Buyers in connection with the claim are to be deducted. Buyers shall furnish Sellers on settlement of Rye Terms
allowance with the usual documents required by average adjusters for preparation of average statement and return to
Sellers the Policy(is) and/or certificate(s) received from them and in addition documents for claiming against the ship or
any other party, failing which Buyers shall pay such contribution to average as Sellers may be unable to recover in
consequence.
14. SHIPPING DOCUMENTS - Shipping documents shall consist of: --
1. Invoice. 2. Full set(s) of on board Bill(s) of Lading and/or Ship's Delivery Order(s) and/or other Delivery Order(s) in
negotiable and transferable form. Such other Delivery Order(s) if required by Buyers, to be certified by the Shipowners,
their Agents or a recognized bank. 3. Policy(is) and/or Insurance Certificate(s) and/or Letter(s) of Insurance in the
currency of the contract. The Letter(s) of Insurance to be certified by a recognized bank if required by Buyers. 4. Other
documents as called for under the contract. Should documents be presented with an incomplete set of bill(s) of lading or
should other shipping documents be missing, payment shall be made, provided that delivery of such missing documents
be guaranteed, such guarantee to be signed, if required by Buyers, by a recognized bank. Acceptance of this guarantee
shall not prejudice Buyers' rights under this contract. No clerical error in the documents shall entitle Buyers to rejection
or to delay payment provided that Sellers furnish at the request of Buyers a guarantee to be countersigned by a
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recognized bank, if required by Buyers. Sellers shall be responsible for any loss or expense incurred by Buyers on
account of such error. Buyers agree to accept documents containing the Chamber of Shipping War Deviation Clause
and/or other recognized official War Risk Clause.
15. DUTIES, TAXES, LEVIES, ETC. -- All export duties, taxes, levies, etc., present or future, in country of origin,
shall be for Sellers' account. All import duties, taxes, levies, etc., present or future, in country of destination, shall be for
Buyers' account.
16. DISCHARGE -- Discharge shall be as fast as the vessel can deliver in accordance with the custom of the port, but
in the event of shipment being made under liner bill(s) of lading, discharge shall be as fast as the vessel can deliver in
accordance with the terms of the bill(s) of lading. The cost of discharge from hold to ship's rail shall be for Sellers'
account, from ship's rail overboard for Buyers' account. If documents are tendered which do not provide for discharging
as above or contain contrary stipulations, Sellers shall be responsible to Buyers for all extra expenses incurred thereby.
Discharge by grab(s) shall be permitted unless specifically excluded at time of contract. If shipment is effected by lash
barge, then the last day of discharge shall be the day of discharging the last lash barge at the port of destination.
17. WEIGHING -- Final settlement shall be made on the basis of gross delivered weights and the goods shale be
weighed at time and place of discharge at port of destination herein named at Buyers' expense. Sellers have the right to
superintend. If discharge is carried out by grab, the method of weighing is to be mutually agreed between Buyers and
Sellers and/or their respective Agents. In case of damage the discharged weight shall be determined on the basis of an
analysis made of samples of the damaged and undamaged part of the goods. Additional weight due to damage not to be
paid for, unless Rye Terms apply.
18. SAMPLING AND ANALYSIS -- Samples required for the purposes of the contract shall be taken at the time of
discharge on or before removal from the ship or quay, and analytical instructions shall be given, in accordance with
GAFTA Sampling Rules Form No. 124. When superintendents are required for the purpose of supervision and sampling
of the goods in, accordance with these Rules, then the parties agree to appoint from superintendents in the GAFTA
Approved Register of Superintendents.
19. LATENT DEFECT -- The goods are not warranted free from defect, rendering same unmerchantable, which would
not be apparent on reasonable examination, any statute or rule of law to the contrary notwithstanding.
20. INSURANCE -- Sellers shall provide insurance on terms not less favourable than those set out hereunder, and as
set out in detail in The Grain and Feed Trade Association Form. 72 viz: --
(a) Risks Covered: --

Cargo Clauses (WA), with average payable,
with
3% franchise or better terms - Section 2 of Form 72
War Clauses (Cargo) - Section 4 of Form 72
Strikes, Riots and Civil Commotions Clauses - Section 5 of Form 72
(Cargo)
(b) Insurers -- The insurance to be effected with first class underwriters and/or companies who are domiciled or
carrying on business in the United Kingdom or who, for the purpose of any legal proceedings, accept a British domicile
and provide an address for service of process in London, but for whose solvency Sellers shall not be responsible.
(c) Insurable Value - Insured amount to be for not less than 2% over the invoice amount, including freight when freight
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is payable on shipment or due in any event ship and/or cargo lost or not lost and including the amount of any War Risk
premium payable by Buyers.
(d) Freight Contingency
When freight is payable on arrival or on right and true delivery of the goods and the insurance does not include the
freight, Sellers shall effect insurance upon similar terms, such insurance to attach only as such freight becomes payable
for the amount of the freight plus 2%, until the termination of the risk as provided in the above mentioned clauses, and
shall undertake that their policies are so worded that in the case of particular or general average claim the Buyers shall
be put in the same position as if the c.i.f. value plus 2% were insured from the time of shipment.
(e) Certificates/Policies
Sellers shall give all policies and/or certificates and or/letters of insurance provided for in this contract, (duly stamped if
applicable) for original and increased value (if any) for the value stipulated in (c) above. In the event of a certificate of
insurance being supplied, it is agreed that such certificate shall state on its face that it is so exchangeable. If required by
Buyers, letter(s) of insurance shall be guaranteed by a recognised bank, or by any other guarantor who is acceptable to
Buyers.
(f) Total Loss -- In the event of total or constructive total loss, or where the amount of the insurance becomes payable
in full, the insured amount in excess of 2% over the invoice amount shall be for Sellers' account and the party in
possession of the policy(ies) shall collect the amount of insurance and shall thereupon settle with the other party on that
basis.
(g) Currency of Claims -- Claims to be paid in the currency of the contract.
(h) War and Strike Risks/Premiums -- Any premium in excess of 0.50% to be for account of Buyers. The rate of such
insurance not to exceed the rate ruling in London at time of shipment or date of vessel's sailing whichever may be
adopted by underwriters. Such excess premium shall be claimed from Buyers, wherever possible, with the Provisional
Invoice, but in no ease later than the date of vessel's arrival, or not later than 7 consecutive days after the rate has been
agreed with underwriters, whichever may be the later, otherwise such claim shall be void unless, in the opinion of
Arbitrators, the delay is justifiable. Sellers' obligation to provide War Risk Insurance shall be limited to the terms and
conditions in force and generally obtainable in London at time of shipment.
(i) Where Sellers are responsible for allowances or other payments to Buyers under Rye Terms or other contractual
terms, (and which risks are also covered by the insurance provided by Sellers), the Buyers, on receipt of settlement,
shall immediately return to Sellers the insurance documents originally received from them and shall, if required,
subrogate to Sellers all right of claim against the Insurers in respect of such matters.
21. PROHIBITION -- In ease of prohibition of export, blockade or hostilities or in case of any executive or legislative
act done by or on behalf of the government of the country of origin or of the territory where the port or ports of
shipment named herein is/are situate, restricting export, whether partially or otherwise, any such restriction shall be
deemed by both parties to apply to this contract and to the extent of such total or partial restriction to prevent fulfilment
whether by shipment or by any other means whatsoever and to that extent this contract or any unfulfilled portion thereof
shall be cancelled. Sellers shall advise Buyers without delay with the reasons therefor and, if required, Sellers must
produce proof to justify the cancellation.
22. FORCE MAJEURE, STRIKES, ETC -- Sellers shall not be responsible for delay in shipment of the goods or any
part thereof occasioned by any Act of God, strike, lockout, riot or civil commotion, combination of workmen,
breakdown of machinery, fire, or any cause comprehended in the term "force majeure." If delay in shipment is likely to
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occur for any of the above reasons, the Shipper shall give notice to the Buyers by telegram, telex or by similar advice
within 7 consecutive days of the occurrence, or not less than 21 consecutive days before the commencement of the
contract period, whichever is the later. The notice shall state the reason(s) for the anticipated delay. If after giving such
notice an extension to the shipping period is required, then the Shipper shall give further notice not later than 2 business
days after the last day of the contract period of shipment stating the port or ports of loading from which the goods were
intended to be shipped, and shipments effected after the contract period shall be limited to the port or ports so
nominated. If shipment be delayed for more than 30 consecutive days, Buyers shall have the option of cancelling the
delayed portion of the contract, such option to be exercised by Buyers giving notice to be received by Sellers not later
than the first business day after the additional 30 consecutive days. If Buyers do not exercise this option, such delayed
portion shall be automatically extended for a further period of 30 consecutive days. If shipment under this clause be
prevented during the further 30 consecutive days extension, the contract shall be considered void. Buyers shall have no
claim against Sellers for delay or non-shipment under this clause, provided that Sellers shall have supplied to Buyers, if
required, satisfactory evidence justifying the delay or non-fulfilment.
23. NOTICES -- Any notices received after 1600 hours on a business day shall be deemed to have been received on the
business day following. A notice to the Brokers or Agent shall be deemed a notice under this contract. All notices given
under this contract shall be given by letter, if delivered by hand on the day of writing, or by telegram or by telex or by
other method of rapid written communication. In case of resales all notices shall be passed on without delay by Buyers
to their respective Sellers or vice versa.
24. FACSIMILE -- Notwithstanding anything in this contract to the contrary, notices despatched under this contract
shall NOT be transmitted by means of facsimile machines.
25. NON-BUSINESS DAYS -- Saturdays, Sundays and the officially recognised and/or legal holidays of the respective
countries and any days which The Grain and Feed Trade Association may declare as non-business days for specific
purposes, shall be non-business days. Should the time limit for doing any act or giving any notice expire on a
non-business day, the time so limited shall be extended until the first business day thereafter. The period of shipment
shall not be affected by this clause.
26. PRO RATA --
(a) Should any of the above mentioned quantity form part of a larger quantity of the same or a different period of
shipment of bags of the same mark, or of a similar quality, whether in bags or bulk or whether destined to more than
one port, no separation or distinction shall be necessary.
(b) All loose collected, damaged goods and sweepings shall be shared by and apportioned pro-rata in kind between the
various Receivers thereof at the port of discharge named in the contract, buying under contracts containing this clause.
In the event of this not being practicable or any of them receiving more or less than his pro-rata share or apportionment,
he shall settle, with the other(s) on a pro-rata basis in cash at the market price and each Receiver shall bear his
proportion of the depreciation in market value. The pro-rata statement shall be established by the Sellers or their
Representatives in conjunction with the Receivers or their Representatives.
(c) The above pro-rata apportionment between Receivers shall have no bearing on the establishment of final invoices
with Sellers and for the purpose of these final invoices, the total quantity of loose collected, damaged goods and
sweepings shall be regarded as delivered to those Receivers who did not receive their full invoiced quantity.
(d) In the case of excess or deficiency, the difference between the invoiced and the total delivered quantity shall be
settled at the market price by final invoices to be rendered by Receivers, who have received more or less than that paid
for, to their immediate Sellers without taking into consideration the above pro-rata apportionment between Receivers.
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(e) If an excess quantity is delivered to one or more Receiver and a deficient quantity is delivered to one or more
Receiver, the excess and deficiency shall be settled between them at the market price. Final invoices shall be established
with immediate Sellers for any balance resulting from this settlement.
(f) All Shippers, Sellers and Buyers of any part of such larger quantity as aforesaid under contracts containing this
clause shall be deemed to have entered into mutual agreements with one another to the above effect, and to agree to
submit to Arbitration. All questions and claims between them or any of them in regards to the execution of this clause as
aforesaid in accordance with the Arbitration Clause of this contract. Sellers and Buyers shall give all reasonable
assistance in execution of this clause. All Sellers shall be responsible for the settlement by the respective Buyers in
accordance with this clause within a reasonable time.
(g) The market price wherever mentioned in this clause shall be the market price on the last day of discharge of the
vessel in their port of destination, such price to be fixed by arbitration unless mutually agreed.
(h) In the event of this clause being brought into operation, any allowances payable in respect of condition, or quality,
or under any of the other guarantees contained in this contact, shall be based upon the actual weight received by the
Buyers and not on the pro-rata weight.
(i) In the event of any conflict in terms the method of apportionment applicable to the port of discharge published by
The Grain and Feed Trade Association shall, where applicable, take precedence over sub-clauses (b) to (h) above.
(j) In the event that sub-clause (a) applies or that the goods subsequently become co-mingled, and that the goods were
shipped by more than one Shipper and destined for one or more ports of discharge then, after the adjustment between
Receivers under the terms of this clause, the Shippers shall settle pro-rata between themselves in proportion to their bill
of lading quantities. Such settlements shall be made in cash and in the event of two or more discharging ports being
involved, then the settlement price shall be the average of the market prices on the last day of discharge in the respective
ports.
27. DEFICIENCY -- Any deficiency on the bill of lading weight shall be paid for by Sellers, and any excess over bill
of lading weight shall be paid for by Buyers, at contract price. If the goods form part of a larger quantity, the Pro-rata
Clause shall apply and the provisions of this clause shall not apply and settlement shall be in accordance with the
Pro-rata Clause.
28. DEFAULT -- In default of fulfilment of contract by either party, the following provisions shall apply: --
(a) The party other than the defaulter shall, at their discretion have the right, after giving notice by letter, telegram or
telex to the defaulter to sell or purchase, as the case may be, against the defaulter, and such sale or purchase shall
establish the default price.
(b) If either party be dissatisfied with such default price or if the right at (a) above is not exercised and damages cannot
be mutually agreed, then the assessment of damages shall be settled by arbitration.
(c) The damages payable shall be based on the difference between the contract price and either the default price
established under (a) above or upon the actual or estimated value of the goods, on the date of default, established under
(b) above.
(d) In no case shall damages include loss of profit on any sub-contracts made by the party defaulted against or others
unless the Arbitrator(s) or Board of Appeal, having regard to special circumstances, shall in his/their sole and absolute
discretion think fit.
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(e) Damages, if any, shall be computed on the quantity appropriated if any but, if no such quantity has been
appropriated then on the mean contract quantity, and any option available to either party shall be deemed to have been
exercised accordingly in favour of the mean contract quantity.
(f) Default may be declared by Sellers at any time after expiry of the contract period, and the default date shall then be
the first business day after the date of Sellers' advice to their Buyers.
If default has not already been declared then (notwithstanding the provisions stated in the Appropriation Clause) if
notice of appropriation is not passed by the 10th consecutive day after the last day for appropriation laid down in the
contract, where the Appropriation Clause provides for 7 or more days for despatch of the appropriation, or if notice of
appropriation is not passed by the 4th business day after the last day for appropriation laid down in the contract where
the Appropriation Clause provides for less than 7 days for despatch of the appropriation, the Sellers shall be deemed to
be in default, and the default date shall then be the first business day thereafter.
29. CIRCLE -- Where Sellers re-purchase from their Buyers or from any subsequent buyer the same goods or part
thereof, a circle shall be considered to exist as regards the particular goods so re-purchased, and the provisions of the
Default Clause shall not apply. (For the purpose of this clause the same goods shall mean goods of the same description,
from the same country of origin, of the same quality, and, where applicable, of the same analysis warranty, for shipment
to the same port(s) of destination during the same period of shipment). Different currencies shall not invalidate the
circle. Subject to the terms of the Prohibition Clause in the contract, if the goods are not appropriated, or, having been
appropriated documents are not presented, invoices based on the mean contract quantity shall be settled by all Buyers
and their Sellers in the circle by payment by all Buyers to their Sellers of the excess of the Sellers' invoice amount over
the lowest invoice amount in the circle. Payment shall be due not later than 15 consecutive days after the last day for
appropriation, or, should the circle not be ascertained before the expiry of this time, then payment shall be due not later
than 15 consecutive days after the circle is ascertained. Where the circle includes contract(s) expressed in different
currencies the lowest invoice amount shall be replaced by the market price on the first day for contractual shipment and
invoices shale be settled between each Buyer and his Seller in the circle by payment of the differences between the
market price and the relative contract price in currency of the contract.
All Sellers and Buyers shall give every assistance to ascertain the circle and when a circle shall have been ascertained in
accordance with this clause same shall be binding on all parties to the circle.
As between Buyers and Sellers in the circle, the non-presentation of documents by Sellers to their Buyers shall not be
considered a breach of contract.
Should any party in the circle prior to the due date of payment commit any act comprehended in the Insolvency Clause
of his contract, settlement by all parties in the circle shall be calculated at the closing out price as provided for in the
Insolvency Clause, which shall be taken as a basis for settlement, instead of the lowest invoice amount in the circle. In
this event respective Buyers shall make payment to their Sellers or respective Sellers shall make payment to their
Buyers of the difference between the closing out price and the contract price.
30. INSOLVENCY -- If before the fulfilment of this contract, either party shall suspend payments, notify any of the
creditors that he is unable to meet debts or that he has suspended or that he is about to suspend payments of his debts,
convene, call or hold a meeting of creditors, propose a voluntary arrangement, have an administration order made, have
a winding up order made, have a receiver or manager appointed, convene, call or hold a meeting to go into liquidation
(other than for re-construction or amalgamation) become subject to an Interim Order under Section 252 of the
Insolvency Act 1986, or have a Bankruptcy Petition presented against him (any of which acts being hereinafter called an
"Act of Insolvency") then the party committing such Act of Insolvency shall forthwith transmit by telex or telegram or
by other method of rapid written communication a notice of the occurrence of such Act of Insolvency to the other party
to the contract and upon proof (by either the other party to the contract or the Receiver, Administrator, Liquidator or
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other person representing the party committing the Act of Insolvency) that such notice was thus given within 2 business
days of the occurrence of the Act of Insolvency, the contract shall be closed out at the market price ruling on the
business day following the giving of the notice. If such notice be not given as aforesaid, then the other party, on learning
of the occurrence of the Act of Insolvency, shall have the option of declaring the contract closed out at either the market
price on the first business day after the date when such party first learnt of the occurrence of the Act of Insolvency or at
the market price ruling on the first business day after the date when the Act of Insolvency occurred.
In all cases the other party to the contract shall have the option of ascertaining the settlement price on the closing out of
the contract by re-purchase or re-sale, and the difference between the contract price and the re-purchase or re-sale price
shall be the amount payable or receivable under this contract.
31. DOMICILE -- Buyers and Sellers agree that, for the purpose of proceedings either legal or by arbitration, this
contract shall be deemed to have been made in England, and to be performed there, any correspondence in reference to
the offer, the acceptance, the place of payment, or otherwise, notwithstanding, and the Courts of England or arbitrators
appointed in England, as the case may be, shall, Except for the purpose of enforcing any award made in pursuance of
the Arbitration Clause hereof, have exclusive jurisdiction over all disputes which may arise under this contract. Such
disputes shall be settled according to the law of England, whatever the domicile, residence or place of business of the
parties to this contract may be or become. Any party to this contract residing or carrying on business elsewhere than in
England or Wales, shall for the purpose of proceedings at law or in arbitration be considered as ordinarily resident or
carrying on business at the offices of The Grain and Feed Trade Association, and if in Scotland, he shall be held to have
prorogated jurisdiction against himself to the English Courts; or if in Northern Ireland to have submitted to the
jurisdiction and to be bound by the decision of the English Courts. The service of proceedings upon any such party by
leaving the same at the office of The Grain and Feed Trade Association, together with the posting of a copy of such
proceedings to his address abroad, or in Scotland or in Northern Ireland, shall be deemed good service, any rule of law
or equity to the contrary notwithstanding. Where goods forming the subject of this contract are not for consumption in
Great Britain or Northern Ireland nothing in the foregoing shall make the sale subject to the provisions of the
Agriculture Act for the time being in force.
32. ARBITRATION --
(a) Any dispute arising out of or under this contract shall be settled by arbitration in accordance with the Arbitration
Rules, No. 125, of The Grain and Feed Trade Association, in the edition current at the date of this contract, such Rules
forming part of this contract and of which both parties hereto shall be deemed to be cognisant.
(b) Neither party hereto, nor any persons claiming under either of them shall bring any action or other legal
proceedings against the other of them in respect of any such dispute until such dispute shall first have been heard and
determined by the Arbitrator(s) or a Board of Appeal, as the case may be, in accordance with the Arbitration Rules and
it is expressly agreed and declared that the obtaining of an award from the Arbitrator(s) or a Board of Appeal, as the
case may be, shall be a condition precedent to the right of either party hereto or of any persons claiming under either of
them to bring any action or other legal proceedings against the other of them in respect of any such dispute.
33. INTERNATIONAL CONVENTIONS -- The following shall not apply to this contract: --
(a) the Uniform Law on Sales and the Uniform Law on Formation to which effect is given by the Uniform Laws on
International Sales Act 1967;
(b) the United Nations Convention on Contracts for the International Sale of Goods of 1980; and
(c) the United Nations Convention on Prescription (Limitation) in the International Sale of Goods of 1974 and the
amending Protocol of 1980.
Page 305
Sellers______________________
Buyers______________________
Legal Topics:
Admiralty LawMaritime ContractsAffreightment
FOOTNOTES:
(n1)Footnote *. The Grain and Feed Trade Association. Printed in England and issued by GAFTA (The Grain and
Feed Trade Association), GAFTA House, 6 Chapel Court, Chapel Place, Rivington St., London EC2A 3DQ.
Page 306
36 of 129 DOCUMENTS

FORM No. 21-2 CONTRACT FOR CANADIAN AND UNITED STATES GRAINn*
The Grain and Feed Trade Association. Printed in England and issued by GAFTA (The Grain and
Feed Trade Association), GAFTA House, 6 Chapel Court, Chapel Place, Rivington St., London EC2A
3DQ.
No: 27
Effective February 1, 1996
CARGOES
TALE QUALE -- CIF TERMS
Date ____________________
SELLERS ___________________________________
INTERVENING AS BROKERS ___________________________________
BUYERS ___________________ have this day entered into a contract on the following terms and conditions.
A cargo of --
1. QUANTITY -- including dockage ____________________ 5% more or less. Sellers shall have the option of
shipping a further 5% more or less on contract quantity, excess or deficiency over the above 5%, shall be settled at the
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c.i.f. price on the date of the last bill of lading, and on the quantity thereof; the value to be fixed by arbitration, unless
mutually agreed.
2. PRICE --
__________________________________________________
)
* per tonne of 1000 kilograms ) cost, insurance, freight to ____________________
* per ton of 1916 kilograms or 2240 lbs. )
)
__________________________________________________
Freight payable on discharge less advances for the ordinary ship's disbursements at Port of Loading or at Sellers' option
prepaid in whole or in part.
3. BROKERAGE -- per tonne, to be paid by Sellers on the mean contract quantity, goods lost or not lost, contract
fulfilled or not fulfilled unless such non-fulfilment is due to the successful application of the Prohibition Clause.
Brokerage shall be due on the day shipping documents are exchanged or, if the goods are not appropriated then the
brokerage shall be due on the 30th consecutive day after the last day for appropriation.
4. QUALITY --
* Official ____________________ certificate of inspection at time of loading into the ocean carrying vessel shall be
final as to quality. On sales of Canadian produce Sellers shall have the option of delivering the Official Canadian
Inspection Certificate issued in the United States.
Buyers shall not be entitled to reject a tender of a higher grade of grain of the same colour and description.
* At time and place of shipment about as per sealed sample marked ____________________ in the possession of
____________________ the word "about" shall mean the equivalent of 0.50% on contract price.
Difference in quality shall not entitle Buyers to reject, except under the award of Arbitrator(s) or Board of Appeal, as
the case may be, referred to in accordance with the Arbitration Rules No. 125.
Shipment to be made in good condition but should the grain arrive out of condition, due allowance shall be made for the
time of the year in which the shipment took place; the fact of the grain so arriving shall not necessarily be sufficient
proof of an improper shipment.
5. PERIOD OF SHIPMENT -- As per bill(s) of lading dated or to be dated ____________________.
The bill(s) of lading to be dated when the goods are actually on board. Date of the bill(s) of lading shall be accepted as
proof of date of shipment in the absence of evidence to the contrary. In any month containing an odd number of days,
the middle day shall be accepted as being in both halves of the month.
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6. PORTS OF SHIPMENT -- From United States and/or Canadian port(s) including Lake port(s) and Hudson River
not above Albany, but excluding Pacific and Hudson Bay port(s).
7. SALES BY NAMED VESSELS -- For all sales by named vessel(s), the following shall apply: --
(a) Position of vessel is mutually agreed between Buyers and Sellers;
(b) The word "now" to be inserted before the word "classed" in the Shipment and Classification Clause;
(c) Appropriation Clause cancelled if sold "shipped."
8. SHIPMENT AND CLASSIFICATION -- Shipment to be made in good condition, direct or indirect, by first class
steamer(s) and/or power engined ship(s) classed not lower than 100 A1 in Lloyd's Register or British corporation B.S.
or top classification of other equal Registers, or ships not inferior to these classifications. In the event of goods shipped
in tanks or in the oil compartments of vessel(s) which are either classified in Lloyd's Register or described in Lloyd's
Shipping Index as "Ore/Oil" Vessels arriving at destination damaged by seawater or otherwise Buyers shall take
delivery with an allowance for deterioration (except for country damaged grain) calculated on a percentage based on
contract prices to be fixed by arbitration in London, according to the Arbitration Rules specified in the Arbitration
clause hereinafter appearing. Slight dry warmth not to be objected to. Samples to be taken and sealed at port of
discharge jointly by the Agents of the shipper, and of the Holders of the bill of lading or delivery order. In the event of
Buyers receiving an allowance from Sellers under this clause, Sellers and Buyers shall give all reasonable assistance to
each other in the prosecution of claim for recovery from Shipowners and/or other parties, any such recovery in respect
of such allowance made by Sellers to Buyers under this clause to be for the benefit of Sellers.
9. EXTENSION OF SHIPMENT -- The period herein specified within which bills of lading must be dated shall be
deemed to include an additional period of not more than 8 days, when so desired by the Shipper, provided he gives
Buyers notice of his intention to claim additional days, sent not later than the business day following the last day
included in the originally stipulated period of shipment. Such notice need not state the number of additional days
claimed by Sellers and Sellers may ship at any time within the 8 additional days. Sellers however, shall make an
allowance to Buyers, to be deducted in the invoice from the contract price, based on the number of days by which the
originally stipulated period is exceeded, as follows: for 1, 2, 3, or 4 additional days, 0.50% of the gross c.i.f. price; for 5
or 6 additional days, 1% of the gross c.i.f. price; for 7 or 8 additional days, 1.50% of the gross c.i.f. price. If, however,
after having given notice to the Buyers as above, the Sellers fail to make shipment within such 8 days, then the contract
shall be deemed to have called for shipment during the originally stipulated period plus 8 days, at contract price less
1.50%, and any settlement for default shall be calculated on that basis. If any allowance becomes due under this clause,
the contract price shall be deemed to be the original contract price less the allowance and any other contractual
differences shall be settled on the basis of such reduced price.
10. APPROPRIATION --
(a) Notice of Appropriation stating the vessel's name, port of shipment, date of the bill(s) of lading and the approximate
quantity loaded shall, within 8 consecutive days from the date of the bill of lading be despatched in accordance with
sub-clause (e) by or on behalf of the Shipper direct to the first Buyers or to the Representative or Selling Agent or
Brokers named in the contract. The Non-Business Days Clause shall not apply. Should the Shipper's Notice of
Appropriation be delayed beyond the 8 days through any cause beyond his control, the Shipper's Representative or
Agent or Brokers, shall pass on the notice to Buyers in due course after receipt but in no case later than 24 hours after
receiving the shipping documents.
(b) Notice of Appropriation shall, within the period stated in sub-clause (a) above be despatched in accordance with
sub-clause (e) by or on behalf of subsequent Sellers to their Buyers or to the Representative or Selling Agent or Brokers
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named in the contract, but if Notice of Appropriation is received by subsequent Sellers on the last day or after the period
stated in sub-clause (a) from the date of the last bill of lading, their Notice of Appropriation shall be deemed to be in
time if despatched: --
(1) On the same calendar day, if received not later than 1600 hours on any business day, or
(2) Not later than 1600 hours on the next business day, if received after 1600 hours or on a non-business day.
(c) Buyers, on receiving a Notice of Appropriation and every subsequent Sellers' Notice of Appropriation shall state the
date or the presumed date of the last bill of lading and port of shipment which shall be for information only and shall
not be binding, but in fixing the period laid down by this clause for despatching Notices of appropriation the actual date
of the bill of lading shall prevail.
(d) The Shipper's Notice of Appropriation and every subsequent Sellers' Notice of appropriation shall state the date or
the presumed date of the last bill of lading and port of shipment which shall be for information only and shall not be
binding, but in fixing the period laid down by this clause for despatching Notices of Appropriation the actual date of the
bill of lading shall prevail.
(e) Notices of appropriation shall be despatched by telegram, telex or other method of rapid written communication, or
by letter if delivered by hand on day of writing. Every such Notice of Appropriation shall be open to correction of any
errors occurring in transmission, provided that the sender is not responsible for such errors, and for any previous error in
transmission which has been repeated in good faith. Should the vessel arrive before receipt of the appropriation and any
extra expenses be incurred thereby, such expenses are to be borne by Sellers.
(f) When a valid Notice of appropriation has been received by Buyers, it shall not be withdrawn except with their
consent.
(g) A Notice of Appropriation despatched to the Representatives, or Selling Agent, or Brokers named in the contract
shall be considered an appropriation despatched to the Buyers.
(h) An appropriation shall not be deemed invalid if the date of the last bill of lading is within the contract period and if
on that date the vessel named is at the port of loading and carrying goods of the contractual description and quantity.
11. PAYMENT -- Payment, case in ____________________ in exchange for shipping documents

____________________. If shipping documents have not been sighted at time of vessel's arrival at port of discharge,
Sellers shall provide other documents (such documents to be countersigned if required by Buyers by a recognised bank)
entitling Buyers to obtain delivery of the goods, and, without prejudice to Buyers' rights under the contract, payment
must be made in exchange for same, provided that if such payment be made, proved additional expenses, if any,
incurred by reason of such non-sighting of shipping documents shall be borne by Sellers and allowed for in final
invoice. When payment is due on a non-business day, Buyers shall have the option of taking up the shipping documents
on the previous business day - payment to be made not later than 12 noon. Should shipping documents be presented
with an incomplete set of bill(s) of lading or should other shipping documents be missing, payment shall be made
provided that delivery of such missing documents be guaranteed, such guarantee to be countersigned, if required by
Buyers, by a recognised bank. No obvious clerical error in the documents shall entitle the Buyers to reject them or delay
payment, but Sellers shall be responsible for all loss or expense caused to Buyers by reason of such error and Sellers
shall on request of Buyers furnish an approved guarantee in respect thereto.
Costs of collection shall be for account of Sellers, but if Buyers demand presentation only through a bank of their
choice, in that event any additional collection costs shall be for the account of the Buyers.
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Dockage to be allowed for at contract price.
Final invoices for monies due may be prepared by either party and shall be settled without delay. If not settled, either
party may declare that a dispute has arisen which may be referred to arbitration as herein provided.
12. INTEREST -- If there has been unreasonable delay in any payment interest appropriate to the currency involved
shall be charged. If such charge is not mutually agreed, a dispute shall be deemed to exist which shall be settled by
arbitration. The terms of this clause do not override the parties obligation under the Payment Clause.
Otherwise interest shall be payable only where specifically provided in the terms of the contractor by an award of
arbitration. The terms of this clause do not override the parties obligation under the Payment Clause.
13. SHIPPING DOCUMENTS -- Shipping documents shall consist of: --
1. Invoice. 2. Full set(s) of on board Bill(s) of Lading and/or Ship's Delivery Order(s) and/or other Delivery Order(s) in
negotiable and transferable form. Such other Delivery Order(s) if required by Buyers, to be certified by Shipowners,
their Agents or a recognised bank. Freight pre-paid Bills of Lading shall be accepted. 3. Policy(ies) and/or Insurance
Certificate(s) and/or Letter(s) of Insurance in the currency of the contract. If required by Buyers, Letter(s) of Insurance
to be certified by a recognized bank, alternatively by any other guarantor who is acceptable to Buyers. 4. Any other
documents as called for under the contract. Buyers agree to accept documents containing the Chamber of Shipping War
Deviation Clauses and/or other recognized official War Risk Clause.
14. DUTIES, TAXES, LEVIES, ETC. -- All export duties, taxes, levies, etc., present or future, in country of origin,
shall be for Sellers' account. All import duties, taxes, levies, etc., present or future, in country of destination, shall be for
Buyers' account, unless otherwise provided.
15. CERTIFICATES OF ORIGIN --
16. DISCHARGE -- Ship to discharge ___________________
-Ship to discharge afloat.
Discharge by grab(s) shall be permitted unless specifically excluded at time of contract.
17. WEIGHTING -- The whole shipment shall be weighed at time of discharge. Sellers and Buyers shall have the right
of supervision both as to weighing and delivery.
Any deficiency on the bill of lading weight shall be paid for by Sellers, and any excess over bill of lading weight shall
be paid for by Buyers, at contract price. No payment shall be made for increase in weight occasioned by water and/or oil
during the voyage. In case of sea accident causing a deficiency on invoice weight, Provisional Invoice quantity shall be
final, except when such deficiency cannot be accounted for by the nature of the accident, and is not recoverable from
underwriters. If discharge is carried out by grab, the method of determining the weight shall be mutually agreed
between Buyers and Sellers and/or their respective Agents.
18. SAMPLING -- If applicable, samples shall be taken at time of discharge in accordance with the GAFTA Sampling
Rules Form No. 124 and shall be the only samples used for the purposes of arbitration, determining admixture or natural
weight. Where certificates which are final as to quality at loading apply, sampling shall be carried out in accordance
with the Form No. 124, unless the government or recognized official authority contractually agreed at loading, decides
otherwise. When superintendents are required for the purpose of supervision and sampling of the goods in accordance
with these Rules, then the parties agree to appoint from superintendents in the GAFTA Approved Register of
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Superintendents.
19. LATENT DEFECT -- The goods are not warranted free from defect, rendering same unmerchantable, which would
not be apparent on reasonable examination, any statute or rule of law to the contrary notwithstanding.
20 INSURANCE -- Sellers shall provide insurance on terms not less favourable than those set out hereunder, and as set
out in detail in The Grain and Feed Trade Association Form. 72 viz: --
(a) Risks Covered:-

Cargo Clauses (FPA) - Section 3 of Form 72
War Clauses (Cargo) - Section 4 of Form 72
Strikes, Riots and Civil Commotions Clauses - Section 5 of Form 72
Australian, Canadian, South African and United - Section 6 of Form 72
States of America Acts
(b) Insurers -- The insurance to be effected with first class underwriters and/or companies who are domiciled or
carrying on business in the United Kingdom or who, for the purpose of any legal proceedings, accept a British domicile
and provide an address for service of process in London but for whose solvency Sellers shall not be responsible.
(c) Insurable Value -- Insured amount to be for not less than 2% over the invoice amount, including freight when
freight is payable on shipment or due in any event, ship and/or cargo lost or not lost, and including the amount of any
War Risk premium payable by Buyers.
(d) Freight Contingency -- When freight is payable on arrival or on right and true delivery of the goods and the
insurance does not include the freight, Sellers shall effect insurance upon similar terms, such insurance to attach only as
such freight becomes payable, for the amount of the freight plus 2%, until the termination of the risk as provided in the
above mentioned clauses, and shall undertake that their policies are so worded that in the case of a particular or general
average claim the Buyers shall be put in the same position as if the C.I.F. value plus 2% were insured from the time of
shipment.
(e) Certificates/Policies -- Sellers shall give all policies and/or certificates and/or letters of insurance provided for in
this contract, (duly stamped if applicable) for original and increased value (if any) for the value stipulated in (c) above.
In the event of a certificate of insurance being supplied, it is agreed that such certificate shall be exchanged by Sellers
for a policy if and when required, and such certificate shall state on its face that it is so exchangeable. If required by
Buyers, letter(s) of insurance shall be guaranteed by a recognized Bank, or by any other guarantor who is acceptable to
Buyers.
(f) Total Loss -- In the event of total or constructive total loss, or where the amount of the insurance becomes payable
in full, the insured amount in excess of 2% over the invoice amount shall be for Sellers' account and the party in
possession of the policy(ies) shall collect the amount of insurance and shall thereupon settle with the other party on that
basis.
(g) Currency of Claims -- Claims to be paid in the currency of the contract.
(h) War and Strike Risks/Premiums -- Any premium in excess of 0.50% to be for account of Buyers. The rate of such
insurance not to exceed the rate ruling in London at time of shipment or date of vessel's sailing whichever may be
adopted by underwriters. Such excess premium shall be claimed from Buyers, wherever possible, with the Provisional
Invoice, but no case later than the date of vessel's arrival, or not later than 7 consecutive days after the rate has been
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agreed with underwriters, whichever may be the later, otherwise such claim shall be void unless, in the opinion of
Arbitrators, the delay is justifiable. Sellers' obligation to provide War Risk Insurance shall be limited to the terms and
conditions in force and generally obtainable in London at time of shipment.
(i) Where Sellers are responsible for allowances or other payments to Buyers under Rye Terms or other contractual
terms, (and which risks are also covered by the insurance provided by Sellers), the Buyers, on receipt of settlement,
shall immediately return to Sellers the insurance documents originally received from them and shall, if required,
subrogate to Sellers all right of claim against the Insurers in respect of such matters.
21. PROHIBITION -- In case of prohibition of export, blockade or hostilities or in case of any executive or legislative
act done by or on behalf of the government of the country of origin or of the territory where the port or ports of
shipment named herein is/are situate, restricting export, whether partially or otherwise, any such restriction shall be
deemed by both parties to apply to this contract and to the extent of such total or partial restriction to prevent fulfilment
whether by shipment or by any other means whatsoever and to that extent this contract or any unfulfilled portion thereof
shall be cancelled. Sellers shall advise Buyer without delay with the reasons therefor and, if required, Sellers must
produce proof to justify the cancellation.
22. STRIKES --
1. Should shipment of the goods or any part thereof be prevented at any time during the last 28 days of guaranteed time
of shipment or at any time during guaranteed contract period if such be less than 28 days, by reason of riots, strikes or
lock-outs at port(s) of loading or elsewhere preventing the forwarding of the goods to such port(s) or by reason of riots,
strikes or lock-outs on the Great Lakes or the St. Lawrence River preventing the proceeding of the vessel(s) to the Great
Lakes or St. Lawrence port(s) of loading, then the Shipper shall be entitled at the resumption of work after termination
of such riots, strikes or lock-outs to as much time, not exceeding 28 days, for shipment from such port or ports as was
left for shipment under the contract prior to the outbreak of the riots, strikes or lock-outs, and in the event of the time of
the time left for shipment under the contract being 14 days or less, minimum extension of 14 days shall be allowed. In
the event of further riots, strikes or lock-outs occurring during the time by which the guaranteed time of shipment has
been extended by reason of the operation of the provisions of the foregoing paragraph, the additional extension shall be
limited to the actual duration of such further riots, strikes or lock-outs. In case of non- shipment under the above
conditions the date of default shall be similarly deferred.
2. The Shipper shall give notice by cable or telex not later than 2 business days after the last day of guaranteed time for
shipment if he intends to claim an extension of time for shipment under paragraph 1.
Such notice shall state the port(s) from which shipment was intended to be made and if such extension is claimed, the
shipment, after expiry of contract period, shall only be made from such port(s). All such notices shall be passe don in
due course.
3. If the Shipper gives the notice referred to above, he shall forthwith apply to The North American Export Grain
Association and request them to cable or telex to The Grain and Feed Trade Association confirming the existence of
such riots, strikes or lock-outs and in due course to cable or telex the dates of commencement and resumption of work
after termination thereof. The Shipper further agrees to comply with all requirements of The North American Export
Grain Association to ensure such information is sent.
4. As soon as is practicable, a certificate of The North American Export Grain Association confirming the information
as per paragraph 3 above and certifying the effective duration of the riots, strikes or lock-outs causing the delay and/or
prevention of shipment shall be despatched to The Grain and Feed Trade Association. This certificate or, failing its
receipt by The Grain and Feed Trade Association at time of negotiation of documents, the above mentioned
communications shall be deemed to be final evidence of such riots, strikes or lock- outs on all contracts where the
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Shipper has claimed extension as per paragraph 2 above.
23. NOTICES -- Any notices received after 1600 hours on a business day shall be deemed to have been received on the
business day following. A notice to the Brokers or Agent shall be deemed a notice under this contract. All notices given
under this contract shall be given by letter, if delivered by and on the day of writing, or by telegram or by telex or by
other method of rapid written communication. In case of resales all notices shall be passed on without delay by Buyers
to their respective Sellers or vice versa.
24. FACSIMILE -- Notwithstanding anything in this contract to the contrary, notices despatched under this contract
shall NOT be transmitted by means of facsimile machines.
25. NON-BUSINESS DAYS -- Saturdays, Sundays and the officially recognized and/or legal holidays of the respective
countries and any days which The Grain and Feed Trade Association may declare as non-business days for specific
purposes, shall be non-business days. Should the time limit for doing any act or giving any notice expire on a
non-business day, the time so limited shall be extended until the first business day thereafter. The period of shipment
shall not be affected by this clause.
26. DEFAULT -- In default of fulfilment of contract by either party, the following provisions shall apply: --
(a) The party other than the defaulter shall, at their discretion have the right, after giving notice by letter, telegram or
telex to the defaulter to sell or purchase, as the case may be, against the defaulter, and such sale or purchase shall
establish the default price.
(b) If either party be dissatisfied with such default price or if the right at (a) above is not exercised and damages cannot
be mutually agreed, then the assessment of damages shall be settled by arbitration.
(c) The damages payable shall be based on the difference between the contract price and either the default price
established under (a) above or upon the actual or estimated value of the goods, on the date of default, established under
(b) above.
(d) In no case shall damages include loss of profit on any sub-contracts made by the party defaulted against or others
unless the Arbitrator(s) or Board of Appeal, having regard to special circumstances, shall in his/their sole and absolute
discretion think fit.
(e) Damages, if any, shall be computed on the quantity appropriated if any but, if no such quantity has been
appropriated then on the mean contract quantity, and any option available to either party shall be deemed to have been
exercised accordingly in favour of the mean contract quantity.
(f) Default may be declared by Sellers at any time after expiry of the contract period, and the default date shall then be
the first business day after the date of Sellers' advice to their Buyers.
If default has not already been declared then (notwithstanding the provisions stated in the Appropriation Clause) if
notice of appropriation is not passed by the 10th consecutive day after the last day for appropriation laid down in the
contract, where the Appropriation Clause provides for 7 or more days for despatch of the appropriation, or if notice of
appropriation is not passed by the 4th business day after the last day for appropriation laid down in the contract where
the Appropriation Clause provides for less than 7 days for despatch of the appropriation, the Sellers shall be deemed to
be in default, and the default date shall then be the first business day thereafter.
27. CIRCLE -- Where Sellers re-purchase from their Buyers or from any subsequent Buyer the same goods or part
thereof, a circle shall be considered to exist as regards the particular goods so re-purchased, and the provisions of the
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Default Clause shall not apply. (For the purpose of this clause the same goods shall mean goods of the same description,
from the same country of origin, of the same quality, and, where applicable, of the same analysis warranty, for shipment
to the same port(s) of destination during the same period of shipment). Different currencies shall not invalidate the
circle.
Subject to the terms of the Prohibition Clause in the contract, if the goods are not appropriated, or, having been
appropriated documents are not presented, invoices based on the mean contract quantity shall be settled by all Buyers
and their Sellers in the circle by payment by all Buyers to their Sellers of the excess of the Sellers' invoice amount over
the lowest invoice amount in the circle. Payment shall e due not later than 15 consecutive days after the last day for
appropriate, or, should the circle not be ascertained before the expiry of this time, then payment shall be due not later
than 15 consecutive days after the circle is ascertained. Where the circle includes contract(s) expressed in different
currencies the lowest invoice amount shall be replaced by the market price on the first day for contractual shipment and
invoices shall be settled between each Buyer and his Seller in the circle by payment of the differences between the
market price and the relative contract price in currency of the contract.
Should any party in the circle prior to the due date of payment commit any ct comprehended in the Insolvency Clause of
this contact, settlement by all parties in the circle shall be calculated at the closing out price as provided for in the
Insolvency Clause, which shall be taken as a basis for settlement, instead of the lowest invoice amount in the circle. In
this event respective Buyers shall make payment to their Sellers or respective Sellers shall make payment to their
Buyers of the difference between the closing out price and the contract price.
28. INSOLVENCY -- If before the fulfilment of this contract, either party shall suspend payments, notify any of the
creditors that he is unable to meet debts or that he has suspended or that he is about to suspend payments of his debts,
convene, call or hold a meeting of creditors, propose a voluntary arrangement, have an administration order made, have
a winding up order made, have a receiver or manager appointed, convene, call or hold a meeting to go into liquidation
(other than for re-construction or amalgamation) become subject to an Interim Order under Section 252 of the
Insolvency Act 1986, or have a Bankruptcy Petition presented against him (any of which acts being hereinafter called an
"Act of Insolvency") then the party committing such Act of Insolvency shall forthwith transmit by telex or telegram or
by other method of rapid written communication a notice of the occurrence of such Act of Insolvency to the other party
to the contract and upon proof (by either the other party to the contract or the Receiver, Administrator, Liquidator or
other person representing the party committing the act of Insolvency) that such notice was thus given within 2 business
days of the occurrence of the Act of Insolvency, the contract shall be closed out at the market price ruling on the
business day following the giving of the notice. If such notice be not given as aforesaid, then the other party, on learning
of the occurrence of the business day after the date when such party first learnt of the occurrence of the Act of
Insolvency or at the market price ruling on the first business day after the date when the Act of Insolvency occurred.
In all cases the other party to the contract shall have the option of ascertaining the settlement price on the closing out of
the contract by re-purchase or re-sale, and the difference between the contract price and the re-purchase or re-sale price
shall be the amount payable or receivable under this contract.
29. DOMICILE -- Buyers and Sellers agree that, for the purpose of proceedings either legal or by arbitration, this
contract shall be deemed to have been made in England, and to be performed there, any correspondence in reference to
the offer, the acceptance, the place of payment, or otherwise, notwithstanding, and the Courts of England or arbitrators
appointed in England, as the case may be, shall, except for the purpose if enforcing any award made in pursuance of the
Arbitration Clause hereof, have exclusive jurisdiction over al disputes which may arise under this contract. Such
disputes shall be settled according to the law of England, whatever the domicile, resident or place of business of the
parties to this contract may be or become. Any party to this contract residing or carrying on business elsewhere than in
England or Wales, shall for the purpose of proceedings at law or in arbitration be considered as ordinarily resident or
carrying on business at the offices of The Grain and Feed Trade Association, and if in Scotland, he shall beheld to have
prorogate jurisdiction against himself to the English Courts; or if in Northern Ireland to have submitted to the
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jurisdiction and to be bound by the decision of the English Courts. The service of proceedings upon any such party by
leaving the same at the office of The Grain and Feed Trade Association, together with the posting of a copy of such
proceedings to his address abroad, or in Scotland or in Northern Ireland, shall be deemed good service, any rule of law
or equity to the contrary notwithstanding. Where goods forming the subject of this contract are not for consumption in
Great Britain or Norther Ireland nothing in the foregoing shall make the sale subject to the provisions of the Agriculture
Act for the time being in force.
30. ARBITRATION -- (a) Any dispute arising out of or under this contract shall be settled by arbitration in accordance
with the Arbitration Rules, No. 125, of The Grain and Feed Trade Association, in the edition current at the date of this
contract, such Rules forming part of this contract and of which both parties hereto shall be deemed to be cognisant.
(b) Neither party hereto, nor any persons claiming under either of them shall bring any action or other legal
proceedings against the other of them in respect of any such dispute until such dispute shall first have been heard and
determined by the Arbitrator(s) or a Board of Appeal, as the case may be, in accordance with the Arbitration Rules and
it is expressly agreed and declared that the obtaining of an Award from the Arbitrator(s) or a Board of Appeal, as the
case may be, shall be a condition precedent to the right of either party hereto or of any persons claiming under either o
them to bring an action or there legal proceedings against the other of them in respect of any such dispute.
31. INTERNATIONAL CONVENTIONS -- The following shall not apply to this contract: --
(a) the Uniform Law on Sales and the Uniform Law on Formation to which effect is given by the Uniform Laws on
International Sales Act 1967;
(b) the United Nations Convention on Contracts for the International sale of goods of 1980; and
(c) the United Nations Convention on Prescription (Limitation) in the International Sale of Goods of 1974 and the
amending Protocol of 1980.
Sellers ______________________
Buyers ______________________
Legal Topics:
FOOTNOTES:
(n1)Footnote *. The Grain and Feed Trade Association. Printed in England and issued by GAFTA (The Grain and
Feed Trade Association), GAFTA House, 6 Chapel Court, Chapel Place, Rivington St., London EC2A 3DQ.
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37 of 129 DOCUMENTS

2D-XXI Benedict on Admiralty FORM No. 21-3through FORM NO. 21-4
[RESERVED]
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38 of 129 DOCUMENTS

FORM No. 21-5 UNITED STATES/CANADA GRAIN EXPORT FOB (NAEGA)n*
North American Export Grain Association
No. 2
Revised as of August 1, 1988
Contract No. ____________________ New York, N.Y. ____________________ 19 _____
1. Sold by ___________________________________
2. Purchased by ___________________________________
3. Broker/Agent ___________________________________
4. Quantity -- in bulk, including dockage. 5% more or less at buyer's option, and at market price (per Clause 10) s
follows: If the first delivery under this contract is for a quantity between contract minimum and contract maximum
(both inclusive), no further deliveries shall be made. If this contract is to be executed by more than one vessel, the
loading tolerance of 5% more or less shall apply on the difference between the mean contract quantity and the quantity
that has been delivered n all prior vessels. Any delivery which falls within this difference, plus or minus 5% shall
complete the contract.
5. Weight -- Quantity to be final at port of loading in accordance with customary weight certificates. 1,016 kilos shall
be equal to 2,240 lbs.
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6. Commodity -- In accordance with the official grain standards of the United States or Canada, whichever applicable,
in effect on the date of this contract.
7. Quality -- Quality and condition to be final at port of loading in accordance with official inspection certificates.
In case of delivery at St. Lawrence ports, quality and condition to be final in accordance with Lake and/or loading ports
official inspection certificates; Lake inspection certificates to be properly identified at ports of shipment.
Each party hereby authorizes the other party to request in both parties' names an appeal inspection under the U.S. Grain
Standards Act at any time prior to or during the loading of the vessel, and whether or not such request was filed before
commencement of loading. The cost of such appeal inspection, unless otherwise stipulated in this contract, shall be
borne by the party requesting it.
Delivery of higher grades of grain of the same type and description is permissible. the commodity is not warranted free
from defect, rendering same unmerchantable, which would not be apparent on reasonable examination, any statute or
rule of law to the contrary notwithstanding.
8. Delivery -- Delivery shall be made between ____________________ and ____________________, both inclusive
(the "delivery period"), at discharge end of loading spout, to buyer's tonnage in readiness to load, in accordance with
custom of the port and subject to the elevator tariff to the extent that it does not conflict with the terms of this contract.
Incorporation of a loading rate guaranty in this contract shall not entitle seller to delay delivery.
Buyer shall give vessel nominations ("preadvice") in accordance with Clause 15, in time for seller to receive minimum
____________________ days notice of probable readiness of tonnage and quantities required (the "preadvice period").
Buyer to keep seller informed of changes in expected date of vessel readiness.
Time for the preadvice shall be deemed to commence to count at 1200 noon, local time at place of receipt, on the
business day of receipt by seller and shall be counted in consecutive periods of 24 hours.
Seller shall, if applicable, declare port and berth of loading within a reasonable time (but not later than _____ days) after
receipt by seller of the preadvice, except that seller shall not be obligated to make such declaration earlier than (a) has
tendered valid notice of readiness to load to the charterer or his agent, at the port of loading, (b) has given written advice
of such tender to the loading elevator, complete with all customarily required documents, such advice having been
presented between the hours of 0900 and 1600 local time on a business day or between the hours of 0900 and 1200
noon on Saturday (provided not a holiday) and (c) is ready to receive grain in the compartments required for loading
under this contract.
Buyer shall be allowed to make one substitution of a vessel, provided the substituting vessel is of the same type and
approximately the same size and position. If the original or the substituting vessel is unable to lift the commodity by
reason of the vessel having sunk or having suffered incapacitating physical damage, an additional substitution shall be
made of a vessel of the same type and approximately the same size, and with a position agreeable to buyer and seller.
Such agreement shall not be unreasonably withheld. The nomination of the substituting vessel shall be subject to the
preadvice requirements of this cause, regardless of any preadvice previously given, unless the estimated time of arrival
of the substituting vessel is the same as the estimated time of arrival of the original vessel when nominated. No
substitution of vessels other than as provided in this clause shall be made. If this is a "named vessel" contract, no
substitution other than after a casualty as describe above shall be permitted.
Bills of lading and/or mate's receipts to be considered proof of date of delivery in the absence of evidence to the
contrary. Any delivery in part fulfillment of this contract shall be considered as if made under a separate contract.
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9. Days -- In any month containing an odd number of days, the middle day shall be reckoned as belonging to both
halves of the month.
10. ____________________ per ____________________ free on board buyer's tonnage at

___________________________________. If this contract is for a flat price, any variance in quantity from the mean
contract quantity shall be settled basis the FOB market value (as defined in paragraph (a) and (b) below.
If the contract price is to be established on an exchange of futures, futures shall be exchanged prior to delivery of the
commodity or at least 5 calendar days prior to the last trading day of the applicable futures month, whichever is earlier,
to the nearest 5,000 bushels of the mean contract quantity. If deliveries under this contract result in a variance form the
mean contract quantity, there shall be another exchange of futures as soon as possible after the last date of loading to
bring the resulting amount of futures exchanged to the nearest 5,000 bushels of the quantity delivered. All exchanges of
future shall be made within the range of prices prevailing on the futures market on the date of exchange. The variance
from the mean contract quantity shall be settled basis the market value of the premium (as defined in paragraph (a) and
(b) below).
(a) The FOB (flat price) market value, or the market value of the premium, as the case may be, shall be that prevailing
on the close of the appropriate market in the country of origin of the commodity on the last date of loading, if such be a
business day, otherwise on the close of such market on the previous business day.
(b) In the event the parties do not agree on the market value by the time the shipping documents are ready to be
transmitted to buyer, sell er shall invoice the entire shipment provisionally at contract price. Thereafter, final invoice for
the difference between contract -price and market value shall be presented as soon as possible and payment shall be
made immediately.
11. Payment --
(a)* Net cash by irrevocable divisible letters of credit issued or confirmed by a prime U.S. bank in New York (or
____________________ by mutual agreement), available by sight drafts accompanied by shipping documents per
Clause 12 (or warehouse receipts if option (c) of Clause 18 is exercised). Such letters of credit, in a form acceptable to
seller, shall be established not later than 5 days prior to the beginning of the delivery period, and shall be valid at least
until the 30th day after expiration of the delivery period. Should delivery be delayed beyond the delivery period, buyer,
if requested by seller, shall amend letters of credit accordingly and buyer shall increase the amount of the letter of credit
to provide for carrying charges, if applicable. All bank charges shall be for buyer's account.
-or-
(b)* Net cash in U.S. Dollars, by telegraphic transfer to the bank designated by seller, against presentation of and in
exchange for shipping documents per Clause 12 (or warehouse receipts if option (c) of Clause 18 is exercised). Such
presentation shall be made in the city of ____________________ All bank charges in connection with payment shall be
for buyer's account.
-or-
(c)* ___________________________________
___________________________________
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* Delete paragraphs which are not applicable.
12. Shipping Documents -- Payment to be made against bills of lading or mate's receipts (at seller's option), and weight
and inspection certificates. However, if practicable, seller shall follow instructions of buyer in establishing bills of
lading containing such clauses as buyer's/vessel's agents or owners usually endorse or attach. Buyer shall accept such
bills of lading but seller assumes no responsibility for their correctness.
13. Notice of Delivery -- Notice of delivery stating vessel's name, dates of bills of lading (or mate's receipts), quantities
and qualities loaded (including percentage of dockage if applicable) shall be given or passed on by seller to buyer
without undue delay. Notices of delivery shall be subject to correction of any errors.
14. Insurance -- Marine and war risk (plus strikes, riots, civil commotions and mine risk) insurance, covering
seller's/buyer's interests as they may appear, is to be covered by buyer with first-class approve companies and/or
underwriters and to be confirmed by such companies and/or underwriters to seller at least 5 days prior to the expected
readiness of the vessel. If this confirmation is not received by seller by such time, seller may place such insurance for
buyer's account and at buyer's risk and expense.
15. Communications -- All notices under this contract shall be given by letter, if delivered by hand on the day of
writing, or by cable, telex or other method of rapid written communication. Any notice received after 1600 hours (local
time at place of receipt) on a business day shall be deemed to have been received on the following business day, except
that for preadvice given and received by parties which are both located in the Continental United States and/or Canada,
the reference herein to 1600 hours shall signify 1600 hours New York City time (E.S.T. or E.D.T., as in effect on date
of receipt of the notice).
16. Circles
(a) For the purposes of this clause, a circle shall consist of a series of contracts in which each seller is also a buyer of a
commodity of the same description and quality, for delivery at the same ports and with compatible delivery periods.
(b) If this contract forms part of a circle, each party may agree with the other parties in the circle to forego actual
delivery and to participate in a clearing agreement for the settlement of contract price differences. Monies due and owed
to parties in the circle shall be payable on the middle day of the contract delivery period.
(c) If a circle can be shown to exist but no clearing agreement has been reached by the 10th calendar day following the
last day of the delivery period, actual delivery shall not be made and payment shall be made by each buyer to his seller
of the excess of seller's invoice amount over the lowest invoice amount in the circle. Such payments shall be made
promptly after the 10th calendar day following the last day of the delivery period.
(d) Should any party in a circle fail to make payment on the due date as required under paragraph (b) or (c) above for
reasons cited in Clause 23 or for any other reason, payment shall be made between each buyer and his seller of the
difference between the seller's invoice amount at contract price and the market value of the commodity on date of
insolvency or default, as the case may be. Such payment shall be made latest on the 2nd business day after the due date
under paragraph (b) or (c) above.
(e) All circle settlements shall be based on the mean contract quantity.
If a circle under paragraph (b), (c) or (d) above exists, Clause 21 shall not apply and Clauses 18 and 20 shall not be
invoked.
Payments due on a non-business day shall be made not later than the following business day.
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All payments made after the delivery period shall include carrying charges from the day following the last day of the
delivery period, to the date of payment, at the rates stipulated in this contract. These carrying charges shall be settled
individually between each buyer and his seller.
(f) The parties agree that any dispute arising out of the voluntary clearing agreement entered into in accordance with
paragraph (b) above shall be subject to arbitration as to any party thereto. Such arbitration shall be conducted in
accordance with provisions of Clause 28.
17. U.S. /Canadian Government Rules and Regulations -- Buyer and Seller agree to comply with the U.S. and
Canadian regulatory prerequisites applicable to this contract, including, but not limited to, those governing any export
subsidy, destination controls, government financing of agricultural commodities and the monitoring of export purchases
and sales. Any losses, fines, penalties, expenses, costs or damages incurred as a result of failure to perform in
accordance with this provision shall be borne by the party responsible for such failure.
18. Failure to Take Delivery -- If vessel fails to file before the end of the delivery period, buyer shall be in breach of
contract and seller shall carry the grain for buyer's account and risk as provided in Clause 19. In the event that buyer has
not given vessel nominations conforming to the applicable provisions of Clause 8 by the 15th calendar day following
the last day of the delivery period, or if the vessels having been nominated within such time fail to file by the 35th
calendar day following the last day of the delivery period, seller may, in his discretion: (a) continue to carry the
commodity for buyer's account and risk, (b) declare buyer in default, or (c) tender to buyer proper warehouse receipts in
a quantity equal to the mean quantity open under this contract in exchange for which buyer shall pay at contract price
plus accrued carrying charges, but less out-elevation and outbound weighing and inspection charges. Such tender of
warehouse receipts shall be deemed due performance of the contract by seller.
SPECIAL PROVISIONS FOR CONTRACTS FOR DELIVERY AT ST. LAWRENCE, GREAT LAKES OR
HUDSON BAY PORTS:
(1) Seller shall be barred from declaring option (b) above while the navigation in the designated delivery area is
officially closed for the ice season, and for 20 days thereafter.
(2) However, if options(a), (b) and (c) above become available to seller only while the navigation is officially closed,
the seller may declare option (b) during the first 10 days it becomes available to him; thereafter, he shall be barred from
declaring it, until the 21st day after the official opening of navigation.
(3) If seller carries the grain into the new season for buyer's account, buyer shall have the right to nominate vessels per
Clause 8, regardless of whether vessels were already nominated during the delivery period.
19. Carrying Charges -- If the commodity is being carried for buyer's account and risks as provided in Clause 18, it is
mutually agreed that carrying charges consisting of storage, insurance and interest shall accrue as follows:
(a) Storage and insurance from the day following the last day of the delivery period up to and including the dates of
delivery (or if seller exercises option (b) or (c) of Clause 18, the date applicable thereto), both dates inclusive at the
following rates:
____________________ U.S. cents per bushel per day ___________________
____________________ U.S. cents per bushel per day ___________________
(b) Interest from the day following the last day of the delivery period up to and including the last day of delivery (or if
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seller exercises option (b) or (c) of Clause 18, the date applicable thereto), both dates inclusive at the following rates:
___________________
___________________
Carrying charges for the delivery completing this contract shall be computed on the mean contract quantity less the
amounts previously delivered (if any), irrespective of whether or not buyer has availed himself of the loading tolerance
option Clause 4. It is further expressly agreed that carrying charges as provided herein are to be construed in the nature
of liquidated damages and, as such, that no further proof of damages shall be required in substantiation thereof.
20. Strikes or Other Causes of Delay in Delivery --
(a) This clause shall apply if delivery by seller of the commodity, or any part thereof, is prevented or delayed at the
port(s) of delivery and/or elevator(s) of delivery or elsewhere, or if the forwarding of the commodity to such port(s)
and/or elevator(s) is prevented by reason of the causes enumerated in paragraph (b) below; PROVIDED that seller shall
have sent notice to buyer not later than 2 business days after the date of commencement of the causes, or not later than 2
business days after the 1st day of the delivery period, whichever occurs later (except that subsequent sellers shall not be
bound by these deadlines provided they pass along the notice to their buyer without delay); and PROVIDED further that
seller shall, at buyer's request, furnish a certificate of the North American Export Grain Association, Inc. certifying the
existence and the duration of the causes. Such certificate shall be final.
(b) The causes of delay and/or prevention ("causes") referred to in paragraph (2) above shall be:
(1) Riots, strikes, lockouts, interruptions in or stoppages of the normal course of labor.
(2) Embargoes or exceptional impediments to transport.
(3) Action by Federal, State or local government or authority.
(c) The obligation of seller to make delivery shall be suspended while the causes are in effect, until the termination of
the causes and/or the resumption of work after the termination of the causes, whichever is later. Seller shall not be
responsible for further delays after resumption of work (whether such termination or resumption of work occurs prior
to, during or after the delivery period) except that, if a vessel nominated under this contract is not loaded in the proper
rotation but is bypassed by vessels (other than liners) which had filed after the vessel nominated under this contract,
seller shall pay to buyer damages equal to the actual working time lost (weather working days, Saturdays, Sundays and
holidays excluded) to buyer's vessel during the loading of the bypassing vessels, as the demurrage rate in the Charter
Party for the vessel nominated under this contract.
(d)(1) If the causes commence before or during the delivery period and terminate during or after delivery period, then
the delivery period shall be deemed to be extended by a number of days equivalent to the period starting with the
commencement of the causes or the commencement of the delivery period, whichever is later, and ending with the
termination of the causes, and/or the resumption of work after the termination of the causes, whichever is later.
(2) If the causes commence during the additional time afforded to buyer under clause 18 with respect to vessel
nominations and filings, then the right of seller to exercise option (b) or (c) under Clause 18 shall be deemed to be
delayed by a number of days equivalent to the period starting with the commencement of the causes and ending with the
termination of the causes and/or the resumption of work after the termination of the causes, whichever is later.
(c) Carrying charges, if due under Clauses 18/19, shall begin to accrue on the day following the last day of the delivery
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period, as extended by paragraph (d)(1) above; however, if this clause becomes operative while carrying charges are
already accruing, then such charges shall continue to accrue as they would in the absence of the causes.
21. Prohibition -- In case of prohibition of export, blockade or hostilities or in case of any executive or legislative act
done by or on behalf of the government of the country of origin or of the territory where the ports of shipment named
herein are situate, restricting export, whether partially or otherwise, any such restriction shall be deemed by both parties
to apply to this contract and to the extent of such total or partial restriction to prevent fulfillment and to that extent this
contract or any unfulfilled portion thereof shall be canceled without prejudice to seller's entitlement to carrying charges.
Seller shall advise buyer without delay of the reasons therefor, and if required by buyer, seller shall provide certification
of the North American Export Grain Association, Inc., as sufficient evidence for cancellation under this clause.
22. Default -- In case of default by either party, the other party shall be at liberty, after giving notice, to resell or
repurchase, as the case may be, without undue delay and the defaulting party shall make good the loss, if any, to the
other party but the defaulting party shall not be entitled to any profit. If the non-defaulting party has not repurchased or
resold the commodity by the 10th calendar day after the giving of notice of default, the market value on the said 10th
day shall be used for settlement purposes. If such 10th day falls on a non-business day, the market value on the previous
business day shall govern. In the event of a default by buyer, the sale price under this contract shall automatically be
increased by the value of carrying charges calculated up to the date of resale, or the 10th calendar day after the giving of
notice of default, whichever is applicable.
23. Insolvency -- Either party shall, at any time after sending notice, have the right to terminate this contract and to
recover the loss (if any) in the event that:
(a) the other party suspends payment or commits an act of bankruptcy;
-or-
(b) reasonable grounds for insecurity having arisen with respect to the financial capacity of the other party to perform
under this contract, and a written demand for adequate assurance of due performance having been made, such assurance
is not recovered within a period of time not exceeding 5 days.
24. Construction -- For the purposes of this contract, except as otherwise expressly provided or unless the context
otherwise requires, plural terms include the singular.
25. Passage of Title -- Anything in this contract to the contrary notwithstanding, seller shall retain title to the
commodity until seller has been paid in full (per Clause 11), it being understood that risk of loss shall pass to buyer on
delivery at discharge end of loading spout (per Clause 8).
26. International Conventions -- The following shall not apply to this contract:
(a) the Uniform Law on the International Sale of Goods and the Uniform Law on the Formation of Contracts for the
International Sale of Goods;
(b) the United Nations Convention on Contracts for the International Sale of Goods of 1980; and
(c) the United Nations Convention on the Limitation Period in the International Sale of Goods, concluded at New York
on 14 June 1974, and the Protocol amending the Convention on the Limitation Period in the International Sale of
Goods, concluded at Vienna on 11 April 1980.
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27. Other Conditions --
28. Arbitration -- Buyer and seller expressly agree that any controversy or claim arising out of, in connection with or
relating to this contract, or the interpretation, performance or breach thereof, shall be settled by arbitration in the City of
New York before the American Arbitration Association, or its successors, pursuant to the Grain Arbitration Rules of the
American Arbitration Association, as those Rules may be in effect at the time of such arbitration proceeding, which
Rules are hereby deemed incorporated herein and made a part hereof, and under the laws of the State of New York. The
arbitration award shall be final and binding on both parties and judgment upon such arbitration award may be entered in
the Supreme Court of the State of New York or any other court having jurisdiction thereof. Buyer and seller hereby
recognize and expressly consent to the jurisdiction over each of them of the American Arbitration Association or its
successors, and all of the courts of the State of New York. Buyer and seller agree that this contract shall be deemed to
have been made in new York State and be deemed to be performed there, any reference herein or elsewhere to the
contrary notwithstanding.
BUYER ______________________
SELLER ______________________
NORTH AMERICAN EXPORT GRAIN ASSOCIATION, INC.
ADDENDUM NO. 1
TO NORTH AMERICAN EXPORT GRAIN ASSOCIATION, INC.,
F.O.B. CONTRACT NO. 2
LOADING RATE GUARANTY
This Addendum shall apply if the parties have agreed to be bound by a loading rate guaranty, and provided that
lifting under this contract is by one self-trimming bulk carrier only.
1. Seller guarantees to deliver at an average rate of ____________________ long tons per weather working day of 24
consecutive ours, Sundays and holidays excepted, Saturdays per Baltimore Form "C" Saturday Clause, provided vessel
can receive at such rate. Holidays shall be those listed as such in the BIMCO Holiday Calendar and/or in the elevator
tariff.
For this purpose, laytime shall commence to count:
(a) at 0700 hours on the business day following filing of the vessel in accordance with Clause 8 of North American
Export Grain Association, Inc., FOB Contract No. 2 ("NAEGA 2").
-or-
(b) at 0700 hours on the business day following expiration of the preadvice period stipulated in Clause 8 of NAEGA 2,
unless an earlier date is agreed to by both parties,
-or-
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(c) at 0000 hours on the first business day of the contract delivery period, unless an earlier date is agreed to by both
parties, whichever is the latest, whether vessel is in berth or not.
2. Should seller deliver at less than the stipulated rate, seller to pay buyer demurrage at $___________________ for
each additional day (or pro-rata for part of day) used. Should seller deliver faster than at the stipulated rate, buyer to pay
seller despatch money at half the demurrage rate, i.e. $___________________ per day, for each day (or pro-rata for a
part of day) of laytime saved.
3. Any overtime work performed by the elevator and/or grain inspection and weighing services and/or stevedores shall
be for seller's account if ordered by the elevator or the Port Authority; otherwise, for the account of the party ordering
the overtime.
4. If Clause 20 of NAEGA 2 has been duly invoked, time shall not count for demurrage purposes while the causes are in
effect, until the termination of the causes and/or the resumption of work after the termination of the causes, whichever is
later, and for an additional period ("additional period") of equal duration, but such additional period not to exceed 30
days. However, for purposes of settling despatch accounts only, any time lost in delivering through any of the causes,
and the additional period, shall be counted as time used in loading.
If during the additional period the vessel nominated under this contract is not loaded in proper rotation but is bypassed
by vessels (other than liners) which had filed after the vessel nominated under this contract, seller shall pay to buyer
damages equal to the actual working time lost (i.e. weather working days, but Saturdays, Sundays and holidays
excluded) to buyer's vessel during the loading of the bypassing vessels, at the demurrage rate stipulated in Clause 2
above. The provisions regarding payment of damages under paragraph (c) of Clause 20 of NAEGA 2 shall not apply to
this Addendum.
Notwithstanding the above, if time has started to count under Clause 1 above within the delivery period, and demurrage
is already accruing under this Addendum when the causes of prevention or delay commence under Clause 20 of
NAEGA 2, demurrage shall continue to accrue as if these causes did not exist. In such case, the preceding paragraph
shall be deemed to be deleted.
5. Buyer's or seller's claim under this Addendum shall be accompanied by the statement of facts at loading, signed on
behalf of the owner and the charterer or on behalf of the owner and by the supplier, and such other papers as may be
necessary to process the claim. If payment is not made within 40 days from date of mailing of properly documented
claim, interest shall accrue, starting the 41st day after such mailing, and shall be computed on the final amount due at
the rate of interest stipulated elsewhere in this contract, up to the date of payment of the claim.
6. If vessel nominated under this contract also lifts additional commodities (grain and/or oilseeds), regardless of whether
or not such commodities are covered by loading rate guaranties, the following shall apply:
(a) For commodities delivered to vessel at the same berth:
The "Time allowed" shall be arrive dat by dividing the tonnage loaded under this contract by the daily rate stipulated in
Clause 1 above. A calculation of "total time used" for all the commodities loaded at the berth shall be made, in which
any such time in excess of the "time allowed" shall be computed as time on demurrage. The "total time used" shall then
be pro-rated to the tonnage loaded under this contract. the "time allowed" shall be deducted from this pro-rated figure to
arrive at the time on demurrage or time saved under this contract.
(b) If the commodities other tan those under this contract are delivered at (an)other berth(s) in the same port:
The waiting time ("waiting time") at the first berth shall be pro-rated among all the contracts for the commodities to be
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delivered to the vessel.
The time spent getting to and used at the first berth ("berth time") shall be pro-rated among the contracts loaded at the
first berth.
The waiting time at the second berth shall be pro-rated among all remaining contracts for the commodities yet to be
delivered to the vessel.
The berth time at the second berth shall be pro-rated among the contracts loaded at the second berth.
Waiting time and berth time for berths subsequent to the second berth shall be treated in a similar manner as for the
second berth.
Waiting time shall cease and berth time begin when pilot is on board and vessel lifts anchor in order to proceed to the
loading berth.
Berth time shall cease when loading is completed at that berth and waiting time shall begin when vessel drops anchor in
waiting area after having sailed from berth.
If no waiting time is involved between berths, berth time at the next berth shall begin when vessel sails from the
previous berth.
If, between the time that the vessel is ordered into a berth and the time of completion of loading at that berth, the vessel
is ordered into one or more other berths, subsequently incurred waiting time at this (these) other berth(s) shall not count.
(c) If the commodities other than those under this contract are delivered at (an)other port(s):
The laytime statement shall be prepared as if the vessel had not called at another port. If the commodities under this
contract are loaded at the second or a subsequent port, the words "filing of the vessel in accordance with Clause 8 of the
North American Export Grain Association, Inc., FOB Contract No. 2 ("NAEGA 2") in Clause 1(a) above shall be
deemed to read "presentation of the vessel's passes."
If, however, the first and second or subsequent ports have been nominated by the seller of the grain under this contract,
laytime for the second and/or subsequent port(s) shall commence upon vessel's arrival at that or the subsequent port(s);
except that, if vessel fails inspection at such port(s), laytime shall cease to count until vessel passes.
7. If vessel fails reinspection at the loading berth, laytime shall cease to count until vessel passes.
8. Any trimming costs as well as overtime costs for performing trimming shall be for buyer's account. Any time used for
trimming shall not count as laytime and/or shall be exempt from demurrage, unless loading operation are being carried
on simultaneously in other holds.
9. Other Conditions:
10. Buyer and seller agree that any controversy or claim arising out of, in connection with or relating to this Addendum,
or the interpretation, performance or breach thereof, shall be settled by arbitration in the City of New York before the
American Arbitration Association, or its successors, pursuant to the Grain Arbitration Rules of the American
Arbitration Association, as those Rules may be in effect at the time of such arbitration proceeding, which Rules are
hereby deemed incorporated herein and made a part hereof, and under the laws of the State of New York. The
arbitration award shall be final and binding on both parties and judgment upon such arbitration award may be entered in
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the Supreme Court of the State of New York or any other court having jurisdiction thereof. Buyer and seller hereby
recognize and expressly consent to the jurisdiction over each of them of the American Arbitration Association or its
successors, and of all the courts in the State of New York. Buyer an seller agree that this contract shall be deemed to
have been made in New York State and be deemed to be performed there, any reference herein or elsewhere to the
contrary notwithstanding.
BUYER ______________________
SELLER ______________________
NORTH AMERICAN EXPORT GRAIN ASSOCIATION, INC.
ADDENDUM NO. 2
TO NORTH AMERICAN EXPORT GRAIN ASSOCIATION, INC.,
F.O.B. CONTRACT NO. 2
(Revised as of August 1, 1988)
Effective as of March 15, 1993
The North American Export Grain Association, Inc., F.O.B. Contract No. 2 (revised as of August 1, 1988) ("NAEGA
2") is deemed to be amended as follows:
Clause 15. Communications
The word "preadvice" in the second sentence of Clause 15 is deleted and replaced by the word "notices," so that Clause
15 now reads:
All notices under this contract shall be given by letter, if delivered by hand on the day of writing, or by cable, telex or
other method of rapid written communication. Any notice received after 1600 hours (local time at place of receipt) on a
business day shall be deemed to have been received on the following business day, except that for notices given and
received by parties which are both located in the Continental United States and/or Canada, the reference herein to 1600
hours shall signify 1600 hours New York City time (E.S.T. or E.D.T., as in effect on date of receipt of the notice).
Otherwise, NAEGA 2 (including Addendum No. 1) remains unchanged.
Reference to NAEGA 2 in any contract shall be deemed to include this Addendum No. 2, unless otherwise specifically
stated.
Legal Topics:
FOOTNOTES:
(n1)Footnote *. North American Export Grain Association
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39 of 129 DOCUMENTS

Chapter XXII SHIPBUILDING & REPAIR CONTRACTS
2D-XXII Benedict on Admiralty XXII.syn
XXII.syn Synopsis to Chapter XXII: SHIPBUILDING & REPAIR CONTRACTS
FORM No. 22-1 JAPANESE STANDARD SHIPBUILDING CONTRACT
Scope
FORM No. 22-2 WEST EUROPEAN SHIPBUILDING CONTRACT (1999)
Scope
FORM No. 22-3 BIMCO STANDARD SHIP REPAIR CONTRACT (REPAIRCON)
Scope
FORM No. 22-4 BIMCO STANDARD MINOR REPAIR WORK CONTRACT (MINREPCON)
Scope
Page 329
40 of 129 DOCUMENTS

2D-XXII Benedict on Admiralty FORM No. 22-1
FORM No. 22-1 JAPANESE STANDARD SHIPBUILDING CONTRACTn1
Prepared by The Co-operative Association of Japanese Shipbuilders.
(1969)
INDEX
Article
I DESCRIPTION AND CLASS

1. Description
2. Class and Rules
3. Principal Particulars of Vessel

(a) Hull
(b) Propelling Machinery (Outline)
(c) Deadweight
(d) Speed
(e) Fuel Oil Consumption
II PURCHASE PRICE AND TERMS OF PAYMENT
1. Price
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2. Adjustment of Contract Price
3. Currency
4. Terms of Payment
(a) 1st Installment
(b) 2nd Instalment
(c) 3rd Instalment
(d) 4th Instalment
(e) Instalments Payable after Delivery of the Vessel
5. Payment Method
(a) 1st Instalment
(b) 2nd Instalment
(c) 3rd Instalment
(d) 4th Instalment
(e) Instalments Payable after Delivery
(f) Notice of Payments before Delivery
6. Prepayment
7. Security for Payment after Delivery
(a) Promissory Notes
(b) First Preferred Ship Mortgage on Vessel
(c) Insurance Documents
(d) Letter of Credit
III ADJUSTMENT OF CONTRACT PRICE
1. Delayed Delivery
2. Insufficient Speed
3. Excessive Fuel Consumption

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4. Deficiency or Excess of Deadweight
IV SUPERVISION AND INSPECTION
1. Appointment of Buyer's Supervisors
2. Approval of Plans and Drawings
3. Supervision and Inspection by the Supervisor
4. Responsibility of the Builder
5. Liability of the Builder
6. Salaries and Expenses
7. Replacement of Supervisor
V MODIFICATIONS, CHANGES AND EXTRAS
1. How Effected
2. Changes in Class, etc.
3. Substitution of Materials
VI TRIALS
1. Notice
2. How Conducted
3. Trial Load Draft
4. Method of Acceptance or Rejection
5. Disposition of Surplus Consumable Stores
6. Effect of Acceptance
VII DELIVERY
1. Time and Place
2. When and How Effected
3. Documents to be Delivered to the Buyer
4. Title and Risk

Page 332
5. Removal of Vessel
6. Remuneration
VIII DELAYS AND EXTENSIONS OF TIME FOR DELIVERY
1. Causes of Delay
2. Notice of Delays
3. Definition of Permissible Delays
4. Right to Cancel for Excessive Delay
IX WARRANTY OF QUALITY
1. Guarantee
2. Notice of Defects
3. Remedy of Defects
4. Extent of Builder's Responsibility
5. Guarantee Engineer
X RESCISSION BY THE BUYER
XI BUYER'S DEFAULT
1. For the First Instalment
2. For the Second, Third and Fourth Instalments, Securities for Deferred Instalments, and Acceptance
of Vessel
3. For Instalments after Delivery of Vessel
XII INSURANCE
1. Extent of Insurance Coverage
2. Application of Recovered Amount
(a) Partial Loss
(b) Total Loss
3. Termination of Builder's Obligation to Insure
XIII DISPUTES AND ARBITRATION

Page 333
1. Proceedings
2. Notice of Award
3. Expenses
4. Award of Arbitration
5. Entry in Court
6. Alteration of Delivery Time
XIV RIGHT OF ASSIGNMENT
XV TAXES AND DUTIES
1. Taxes
2. Duties
XVI PATENTS, TRADEMARKS AND COPYRIGHTS
XVII BUYER'S SUPPLIES
1. Responsibility of the Buyer
2. Responsibility of the Builder
XVIII NOTICE
XIX EFFECTIVE DATE OF CONTRACT
XX INTERPRETATION
1. Law and Regulation Application
2. Discrepancies
XXI SUNDRY PROVISIONS
EXHIBIT "A" PROMISSORY NOTE
EXHIBIT "B" FIRST PREFERRED SHIP MORTGAGE
EXHIBIT "C" PERFORMANCE GUARANTEE
EXHIBIT "D" LETTER OF CREDIT
EXHIBIT "E" LETTER OF GUARANTEE

Page 334
EXHIBIT "F" FIRM OFFER
SHIPBUILDING CONTRACT FOR CONSTRUCTION OF A ____________________ DWLT
(SINGLE SCREW DIESEL DRIVEN CARGO VESSEL)
THIS CONTRACT, made this ___________________ day of ___________________, 19 _____, by and between
(Builder's Name), a corporation organized and existing under the laws of Japan having its principal office at (address),
Japan (hereinafter called the "BUILDER"), the party of the first part, and (Buyer's Name), a corporation organized and
existing under the laws of (name of country) having its principal office at (address) (hereinafter called the "BUYER"),
the party of the second part.
WITNESSETH:
In consideration of the mutual covenants contained herein, the BUILDER agrees to build, launch, equip and complete at
its (name of yard) (hereinafter called the "SHIPYARD") and deliver and sell to the BUYER after completion and
successful trials, one (1) (Cargo Vessel), more fully described in Article I hereof, to be registered under the flag of
_____, and the BUYER agrees to accept delivery of and purchase from the BUILDER the aforesaid vessel, all upon the
terms and conditions hereinafter set forth.
ARTICLE I-- DESCRIPTION AND CLASS
1. Description:
(One (1) Steel-Hulled, Single Screw, Diesel Driven Cargo Vessel) (hereinafter called the "VESSEL") of the class
described below.
The VESSEL shall have the BUILDER's Hull No. _____ and shall be constructed, equipped and completed in
accordance with the Specifications and the General Arrangement for Hull No. _____ attached hereto and signed by each
of the parties to this Contract (hereinafter collectively called the "Specifications"), making an integral part hereof.
2. Class and Rules:
The VESSEL shall be built, classified and registered to _____ in compliance with the rules of _____ (hereinafter called
the "Classification Society") without any reservation of any kind and shall also comply with the rules, regulations as
described in the Specifications.
The requirements of the foregoing authorities are to include any additional rules or circulars issued and become
effective up to the date of this Contract.
The BUILDER shall arrange with the Classification Society for the assignment by said Society of a representative or
representatives (hereinafter called the "Classification Surveyor") to the VESSEL during construction.
All fees and charges incidental to Classification and to compliance with the above specified rules, regulations and
requirements of this Contract as well as royalties, if any, payable on account of the construction of the VESSEL shall be
for the account of the BUILDER. The VESSEL shall at all times be subject to inspection and tests in accordance with
Page 335
the rules and regulations of the said Classification Society.
The facilities, labour and materials necessary for the safe and convenient conduct of such inspection, shall be furnished
by the BUILDER without charge.
Decisions of the Classification Society as to compliance or non-compliance with the Classification, rules and
regulations shall be final and binding upon both parties hereto:
3. Principal Particulars of VESSEL:
(a) Hull:
Length Overall ______________________abt. _____________________
_m
Length between Perpendiculars _____________________
______________________ _m
Breadth, moulded ______________________ _____________________
_m
Depth, moulded ______________________ _____________________
_m
Draft, Design Full Load, moulded (Summer) _____________________
______________________ _m
(b) Propelling Machinery (Outline):
The VESSEL shall be equipped, in accordance with the Specifications, with one set of ___________________
developing a normal output of ____________________ BHP (metric) at about ____________________ RPM, a
maximum continuous output of ____________________ BHP (metric) at about ____________________ RPM.
All necessary auxiliary machinery in the engine room, steering gear, deck machinery, etc., shall be supplied and
installed according to the Specifications.
(c) Deadweight:
The BUILDER shall guarantee the actual deadweight of the VESSEL in accordance with the terms of the Specifications
not to be less than _____ long tons. The actual deadweight of the VESSEL shall be based on calculations by the
BUILDER and approved by the BUYER's Supervisors.
(d) Speed:
The BUILDER shall guarantee on sea trials of the VESSEL, a speed of not less than _____ knots at the conditions as
specified in the Specifications.
(e) Fuel Oil Consumption:
The BUILDER shall guarantee the fuel consumption of Main Engine as determined by shop trial as specified in the
Specifications, at maximum con tinuous output to be less than _____ grams/BHP/hour using fuel oil having lower
calorific value of _____ kcal/kg.
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ARTICLE II-- PURCHASE PRICE AND TERMS OF PAYMENT
1. Price
The purchase price of the VESSEL is ______________________,

which is exclusive of the articles to be supplied by the BUYER as provided in Article XVII (BUYER's Supplies)
hereof, and is subject to upward or downward adjustment, if any, as hereinafter set forth in this Contract. The said sum
is hereinafter called the "Contract Price" of the VESSEL.
2. Adjustment of Contract Price:
Increase or decrease of the Contract Price, if any, due to adjustments thereof made in accordance with the provisions of
Articles III, V and VI of this Contract shall be paid upon delivery of the VESSEL in the manner as hereinafter provided.
3. Currency:
Any and all payments to the BUILDER under this Contract shall be made in United States Dollars.
4. Terms of Payment:
All payments of the Contract Price shall be made by the BUYER in instalments as provided hereunder:
(a) 1st Instalment:
The sum of ___________________ shall be paid in cash to the BUILDER upon issuance of the Japanese Government's
Export Licence.
(b) 2nd Instalment:
The sum of ___________________ shall be paid in cash to the BUILDER upon keel laying of the VESSEL.
(c) 3rd Instalment:
The sum of ___________________ shall be paid in cash to the BUILDER upon launching of the VESSEL.
(d) 4th Instalment:
The sum of ___________________ plus any increase or minus any decrease due to modifications and/or adjustments of
the Contract Price shall be paid in cash to the BUILDER concurrently with delivery of the VESSEL.
(e) Instalments payable after delivery of the VESSEL:
The remaining balance of the Contract Price of the VESSEL in the amount of (principal amount of deferred payment)
shall be deferred over a period of eight (8) years from the delivery date of the VESSEL, and shall be paid in sixteen (16)
equal consecutive semi-annual instalments, (principal amount of each promissory note) each, commencing six (6)
months after delivery of the VESSEL together with interest payable semi-annually commencing from six months after
delivery of the VESSEL, on the total unpaid balance of the Contract Price at the rate of ___________________
(_____%) per annum.
5. Payment Method:
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(a) 1st Instalment:
Upon receipt by the BUYER of a cable notice from the BUILDER of issuance of the Japanese Government's Export
Licence for the VESSEL, the BUYER shall remit by telegraphic transfer the amount of said instalment to the (name of
Bank) (hereinafter called the ___________________ Bank, Tokyo) for the account of the BUILDER payable against its
simple receipt.
(b) 2nd Instalment:
The BUYER shall remit by telegraphic transfer the amount of said instalment to the ___________________ Bank,
Tokyo, for account of the BUILDER payable against its written statement endorsed by the BUYER's Supervisor that the
keel laying of the VESSEL has been made.
(c) 3rd Instalment:
The BUYER shall remit by telegraphic transfer the amount of said instalment to the ___________________ Bank,
Tokyo, for account of the BUILDER payable against its written statement endorsed by the BUYER's Supervisor that the
launching of the VESSEL has been made.
(d) 4th Instalment:
The BUYER shall deposit by telegraphic transfer the amount of said instalment as adjusted at the
___________________ Bank, Tokyo, at latest seven (7) days prior to the scheduled delivery date of the VESSEL. The
said deposit shall be released to the BUILDER against presentation by the BUILDER of the signed copy of the Protocol
of Delivery and Acceptance of the VESSEL to the ___________________ Bank, Tokyo.
(e) Instalments Payable after Delivery:
All instalments due after delivery of the VESSEL shall be paid by the BUYER in such manner as provided for in the
promissory notes which shall be executed and delivered by the BUYER upon delivery of the VESSEL in accordance
with the provisions in the Paragraph 7 of this Article.
(f) Notice of Payments before Delivery:
With the exception of the first instalment the BUILDER shall advise the BUYER by cable confirmed in writing of the
due date of each instalment at least ten (10) days prior to the due date thereof.
6. Prepayment:
The BUYER shall be entitled to prepay any or all of the deferred instalments at the BUYER's option upon delivery of
the VESSEL without any price adjustment of the VESSEL, provided, however, that the BUYER gives the BUILDER
not less than fifty (50) day's prior notice before scheduled date of delivery of the VESSEL.
7. Security for Payment after Delivery:
The BUYER shall, simultaneously with delivery of the VESSEL by the BUILDER, execute and deliver to the
BUILDER sixteen (16) promis sory notes, first preferred ship mortgage on the VESSEL, insurance documents and
Bank's Letter of Credit, all as more fully provided hereunder and in form and substance satisfactory to the BUILDER
and its bank concerned.
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(a) Promissory Notes:
The BUYER shall execute and deliver to the BUILDER sixteen (16) promissory notes in the aggregate amount of
(principal amount of deferred payment) representing all of the deferred instalments, respectively numbered 1 to 16 both
inclusive, with the principal amount and maturity dates as tabulated below, each such notes to be substantially in the
form annexed hereto as Exhibit "A".
No. of Note Principal Amount Maturity
1 ______________ 6 months after delivery of the VESSEL
_____
2 ______________ 12 "
_____
3 ______________ 18 "
_____
4 ______________ 24 "
_____
5 ______________ 30 "
_____
6 ______________ 36 "
_____
7 ______________ 42 "
_____
8 ______________ 48 "
_____
9 ______________ 54 "
_____
10 ______________ 60 "
_____
11 ______________ 66 "
_____
12 ______________ 72 "
_____
13 ______________ 78 "
_____
14 ______________ 84 "
_____
15 ______________ 90 "
_____
16 ______________ 96 "
_____
All such promissory notes shall bear interest on the principal thereof at the rate of ____________________per cent
(_____ %) per annum, payable semi-annually, commencing six (6) months after delivery of the VESSEL and shall be
unconditionally guaranteed by ____________________ and payable to the BUILDER at (name of bank and place).
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(b) First Preferred Ship Mortage on VESSEL:
As security for all instalments due after delivery of the VESSEL and interest thereon represented by said Promissory
Notes, the BUYER shall execute, deliver and establish, at its own cost, a first preferred ship mortage in favour of the
BUILDER on the VESSEL. This first preferred ship mortage shall be substantially in the form annexed hereto as
Exhibit "B" and shall constitute a valid preferred maritime lien upon the VESSEL under the laws of
___________________.
The said first preferred ship mortgage will be assigned by the BUILDER to its banks concerned immediately after the
registration thereof. All charges, expenses and/or taxes due and payable in ____________________ or elsewhere, if
any, on and in connection with execution, delivery and registration of the said first preferred ship mortgage and its
assignment shall be borne by the BUYER.
(c) Insurance Documents:
From delivery and acceptance of the Vessel by the BUYER and until the last Promissory Note is fully paid, the BUYER
shall insure the VESSEL and keep the same always insured in United States Dollars against marine and war risks with
British, American or Japanese underwriters satisfactory to the BUILDER and its banks concerned for full insurable
value of the VESSEL, but in any event for not less than one hundred and thirty per cent (130%) of the total outstanding
amount due under the Promissory Notes secured by the mortgage on the VESSEL. Such insurance shall be made in the
joint names of the BUYER and the BUILDER. The BUYER shall enter the VESSEL in a Protection and Indemnity
Club satisfactory to the BUILDER and its banks concerned. The BUYER shall cause to be included in marine and war
risk policies a loss payable clause providing that in the event of total or constructive total loss of the VESSEL the
proceeds of insurance shall be paid to the BUILDER up to the total sums due under all of the Promissory Notes then
outstanding and such other sums, if any, due to the BUILDER under the terms of the first preferred ship mortgage,
whether or not the same be then due and payable, together with accrued interest thereon, and all losses other than actual
or constructive total loss of the VESSEL shall be payable to the BUYER unless and until the BUYER shall be in default
under the first preferred ship mortgage, and if the BUYER shall be in default under the said mortgage, and if the
underwriters or insurers shall have been so notified by the BUILDER then such losses shall be paid to the BUILDER
exclusively. Also the BUYER shall cause to be included in the entry certificate of the Protection and Indemnity Club
the loss payable clause providing that if the BUYER shall be in default under the said mortgage and if the underwriter
or insurers of the Club shall have been so notified by the BUILDER, then the proceeds shall be paid to the BUILDER
exclusively. The BUYER shall furnish the BUILDER upon delivery of the VESSEL with insurance cover notes
containing the insurance and loss payable clauses as above outlined, together with a letter of undertaking by brokers
promising to keep insurance policies in their custody and also to pay the proceeds in accordance with the said loss
payable clause, and a letter certifying the entry into the Protection and Indemnity Club. The BUYER shall also furnish
the BUILDER as soon as practicable with duplicate or photostatic copies of insurance policies and Entry Certificate of
the Protection and Indemnity Club and any renewals thereof.
(d) Letter of Credit:
The BUYER shall furnish to the BUILDER with an irrevocable Letter of Credit in favour of the BUILDER issued by
(name of bank) through the ___________________ Bank, Tokyo in the form and substance satisfactory to the
Export-Import Bank of Japan, covering the principal of the first ____________________ (_____) of the said sixteen
(16) promissory notes and interest on all the outstanding notes to become due within the first ____________________
(_____) years after delivery of the VESSEL.
ARTICLE III-- ADJUSTMENT OF CONTRACT PRICE

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The Contract Price of the VESSEL shall be subject to adjustment, as hereinafter set forth, in the event of the following
contingencies. It is hereby understood by both parties that any reduction of the Contract Price is by way of liquidated
damages and not by way of penalty.
1. Delayed 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 (ending 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 said contractual delivery date, then, in
such event, beginning at twelve o'clock midnight of the thirtieth (30th) day after the date on which the delivery is
required under this Contract, the Contract Price of the VESSEL shall be reduced by deducting therefrom one quarter of
one per cent (0.25%) for each full week of delay thereafter and portions of week shall be prorated accordingly.
However, the total reduction in the Contract Price shall not be more than would be the case for a delay of twenty-six
(26) weeks, counting from midnight of the thirtieth (30th) day 182 days at the above specified rate of reduction.
(c) But, if the delay in delivery of the VESSEL should continue for a period of twenty-six (26) weeks from the thirtieth
(30th) day after the delivery date under this Contract, then in such event, and after such period has expired, the BUYER
may at the BUYER's option cancel this Contract in accordance with the provisions of Article X of this Contract. The
BUILDER may, at any time after the expiration of the aforementioned twenty-six (26) weeks period of delay in
delivery, if the BUYER has not served notice of cancellation as provided in Article X, demand in writing that the
BUYER shall make an election, in which case the BUYER shall, within thirty (30) days after such demand is received
by the BUYER, notify the BUILDER of its intention either to cancel this Contract or consent to the acceptance of the
VESSEL at an agreed future date: it being understood by the parties that, if the VESSEL is not delivered by such future
date, the BUYER shall have the same right of cancellation upon the same terms as hereinabove provided.
(d) 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 extension of the delivery date by reason of permissible delays as defined in
Article VIII and/or any other reasons under this Contract is not delivered by the date upon which delivery is required
under the terms of this Contract.
2. Insufficient Speed:
(a) The Contract Price of the VESSEL shall not be effected or changed by reason of the actual speed, as determined by
trial runs, being less than three-tenths (3/10) of one knot below the guaranteed speed required under the terms of this
Contract.
(b) However, commencing with and including a deficiency of three-tenths (3/10) of one knot in actual speed below the
guaranteed speed of the VESSEL, the Contract Price shall be reduced for each full one-tenth (1/10) of a knot deficiency
(but disregarding fractions of less than one-tenth (1/10) of a knot) in excess of three-tenths (3/10) of a knot as follows:
For Three-tenths (3/10) of a knot ______________________ U.S. $
___________
___________
For Four-tenths (4/10) of a knot ______________________ U.S. $
___________
___________
For Five-tenths (5/10) of a knot ______________________ U.S. ___________
___________
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For Six-tenths (6/10) of a knot ______________________ U.S. $

___________
___________
For Seven-tenths (7/10) of a knot ______________________ U.S. $
___________
___________
For Eight-tenths (8/10) of a knot ______________________ U.S. $
___________
___________
For Nine-tenths (9/10) of a knot ______________________ U.S. $
___________
___________
For One (1) knot ______________________ U.S. $
___________
___________
(c) If the deficiency om actual speed of the VESSEL upon trial run is more than one (1) full knot below the guaranteed
speed of the VESSEL, then the BUYER, at its option, may reject the VESSEL and rescind this Contract in accordance
with the provisions of Article X of this Contract, or may accept the VESSEL at a reduction in the Contract Price as
above provided for one (1) full knot only.
3. Excessive Fuel Consumption:
(a) The Contract Price of the VESSEL shall not be effected or changed by reason of the actual fuel consumption, as
determined by shop trial, as per Specifications, being less than three per cent (3%) above the guaranteed fuel
consumption as specified and required under the provisions of this Contract.
(b) However, commencing with and including an excess of three per cent (3%) in the actual fuel consumption over the
guaranteed fuel consumption of the VESSEL, the Contract Price of the VESSEL shall be reduced by the sum of
____________________U.S. Dollars (U.S. $ ____________________) for each full one per cent (1%) increase in fuel
consumption above said three per cent (3%) (fractions of one per cent to be prorated).
(c) If such actual fuel consumption exceeds ten per cent (10%) of the guaranteed fuel consumption of the VESSEL, the
BUYER, at its option, may reject the VESSEL and rescind this Contract in accordance with the provisions of Article X
of this Contract, or may accept the VESSEL at a reduction in the Contract Price as above specified for ten per cent
(10%) only, that is, at a total reduction of ____________________U.S. Dollars (U.S. $ ____________________).
4. Deficiency or Excess of Deadweight:
(a) In the event of a deficiency or excess in the actual deadweight of the VESSEL below or over the guaranteed
deadweight of ____________________ long tons, the Contract Price shall be decreased by the sum of U.S. Dollars
____________________ (U.S. $ ____________________) for each full long ton of such decrease being more than
____________________(____________________) long tons or increased by the sum of U.S. Dollars
____________________ (U.S. $ ____________________) for each full long ton of such increase being more than
____________________ (____________________) long tons.
(b) In the event of a deficiency in the actual deadweight of the VESSEL being ____________________ long tons or
more below the guaranteed deadweight, then the BUYER may, at its option, reject the VESSEL, and rescind this
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Contract in accordance with the provisions of Article X of this Contract or accept the VESSEL at a reduction in the
Contract Price as above provided for ____________________ longs tons only.
ARTICLE IV-- SUPERVISION AND INSPECTION
1. Appointment of BUYER's Supervisors:
The BUYER shall send timely to and maintain at the SHIPYARD, at the BUYER's own cost and expense, one or more
representatives who shall be duly accredited in writing by the BUYER (such representatives being hereinafter
collectively and individually called the "Supervisor") to supervise the construction by the BUILDER of the VESSEL,
her engines and accessories.
2. Approval of Plans and Drawings:
Prior to arrival of the Supervisor at the SHIPYARD, the plans and drawings shall be sent by the BUILDER to the
BUYER at its head office for approval, and the BUYER shall return such plans and drawings to the BUILDER with
approval or remarks, if any, within ____________________ (____________________) days after receipt thereof.
After arrival of the Supervisor at the SHIPYARD, all such plans and drawings shall be submitted by the BUILDER to
the Supervisor for approval, and shall be returned by the Supervisor to the BUILDER with approval or remarks, if any,
within ____________________ (____________________) days after receipt thereof by the Supervisor. In case,
however, the Supervisor sends any of these plans and drawings to the BUYER at its head office for its approval, such
plans and drawings shall be returned to the BUILDER with approval or any remarks within ____________________
(____________________) days after receipt thereof by the Supervisor.
Unless notification is given to the BUILDER by the Supervisor or the BUYER of approval or disapproval of any plans
and drawings within the above designated period of time for each case, the said plans and drawings shall be deemed to
have been automatically approved.
The plans and drawings approved by the BUYER or Supervisor shall be final, and any alteration thereof shall be
regarded as modification specified in Article V of this Contract.
3. Supervision and Inspection by the Supervisor:
The Supervisor shall have, at all times until delivery of the VESSEL, the right to attend to all tests and inspect the
VESSEL, her engines, accessories and materials at the SHIPYARD, its sub-contractors or any other place where work
is done or material stored in connection with the VESSEL. In the event that the Supervisor discovers any construction
or material or workmanship which does not conform to the requirements of this Contract and the Specifications, the
Supervisor shall promptly give the BUILDER a notice in writing as to such non-conformity, upon receipt of which the
BUILDER shall correct such non-conformity. However, the BUYER undertakes and assures the BUILDER that the
Supervisor shall carry out their inspections in accordance with usual shipbuilding practice and in such a way as to avoid
any increase in building costs and delays in the construction of the VESSEL.
4. Responsibility of the BUILDER:
The BUILDER shall furnish the Supervisor with office space, transportation and other reasonable facilities at, or in the
immediate vicinity of, the SHIPYARD. At all times, during the construction of the VESSEL until delivery thereof, the
Supervisor shall be given free and ready access to the VESSEL, her 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 of the BUILDER, and the premises of sub-contractors of
the BUILDER, who are doing work, or storing materials in connection with the VESSEL's construction.
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5. Liability of the BUILDER:
The Supervisor engaged by the BUYER under this Contract shall at all times be deemed to be the employees of the
BUYER. The BUILDER shall be under no liability whatsoever to the BUYER, or to the Supervisor or the BUYER's
employees or agents in Japan for their personal injuries, including death, during the time when they, or any of them, are
on the VESSEL, or within the premises of either the BUILDER or its sub-contractors, or are otherwise engaged in and
about the construction of the VESSEL, unless, however, such personal injuries, including death, were caused by the
gross negligence of the BUILDER, or of any of the BUILDER's employees or agents or subcontractors. Nor shall the
BUILDER be under any liability whatsoever to the BUYER for damage to, or loss or destruction of property of the
BUYER or of the Supervisors, or of the BUYER's employees or agents in Japan, unless such damage, loss or
destruction was caused by the gross negligence of the BUILDER, or of any of the employees or agents or
sub-contractors of the BUILDER.
6. Salaries and Expenses:
All salaries and expenses of the Supervisors, or any others employed by the BUYER under this Article, shall be for the
BUYER's account.
7. Replacement of Supervisor:
The BUILDER has the right to request the BUYER to replace any of the Supervisors 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 to the SHIPYARD if necessary, and if the BUYER considers that such BUILDER's request is
justified, the BUYER shall effect the replacement as soon as conveniently arrangeable.
ARTICLE V-- MODIFICATIONS, CHANGES AND EXTRAS
1. How Effected:
The Specifications and Plans in accordance with which the VESSEL is to be constructed, may be modified and/or
changed at any time hereafter by written agreement of the parties hereto, provided that the BUYER shall first agree to
reasonable adjustments of the Contract Price, time of delivery of the VESSEL and other terms of this Contract and
Specifications before such modifications and/or changes are carried out.
The BUILDER hereby agrees to exert its best efforts to accommodate such requests by the BUYER so that said
modifications and/or changes shall be made at a reasonable cost and within the shortest period of time as is reasonably
possible.
Agreements to modify and/or change this Contract including the Specifications and Plans may be effected by exchange
of letters signed by the authorized representatives of the parties or by cables confirmed by such letters manifesting such
agreements, which shall constitute amendments to this Contract and/or the Specifications and Plans and shall be
incorporated into this Contract and made an integral part thereof.
Upon consummation of agreements as aforesaid to modify and/or change this Contract including the Specifications and
Plans, the BUILDER shall without delay alter the construction of the VESSEL in accordance therewith, including any
additions to, or reductions from, the work to be performed in connection with such construction.
2. Changes in Class, etc.:
If, after the date of the signing of this Contract, any requirements as to Class, or as to the rules and regulations, to which
the construction of the VESSEL is required to conform, are altered or changed by the Classification Society or the
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bodies authorized to make such alterations or changes, the BUILDER, upon receipt of due notice from the said Society
or the bodies concerned, shall transmit such information to the BUYER in writing, thereupon within twenty-one (21)
days after receipt of the said notice from the BUILDER, the BUYER shall instruct the BUILDER in writing as to the
alterations or changes, if any, to be made in the VESSEL which the BUYER, in its sole discretion, shall decide. The
BUILDER shall promptly comply with such alterations or changes, if any, in the construction of the VESSEL, provided
that the buyer shall first agree:
a. To any increase or decrease in the Contract Price of the VESSEL that is occasioned by the cost for such compliance;
and/or
b. To any extension in the time for delivery of the VESSEL that is necessary due to such compliance; and/or
c. To any increase or decrease in the contractual deadweight of the VESSEL, if such compliance results in increased or
reduced deadweight; and/or
To any other alterations in the terms of this Contract or of Specifications or both, if such compliance makes such
alterations of the terms necessary.
Such agreement by the BUYER shall be effected in the same manner as provided above for modifications and/or
changes of the Specifications and/ or Plans.
3. Substitution of Materials:
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 required delivery date of the VESSEL,
the BUILDER may, provided the BUYER so agrees in writing, supply other materials capable of meeting the
requirements of the Classification Society and of the rules, regulations, requirements and recommendations 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 1 of this Article, and shall, likewise, include adjustment in the Contract Price and
other terms of this Contract effected by such substitution.
ARTICLE VI-- TRIALS
1. Notice:
The BUYER and the Supervisor shall receive from the BUILDER at least ____________________
(____________________) days previous notice in writing or by cable confirmed in writing, of the time and place of the
trial run of the VESSEL, and the BUYER and/or the Supervisor shall promptly acknowledge receipt of such notice. The
Supervisor shall be on board to witness such trial run, and to pass upon the performance of the VESSEL during the
same. Failure of the Supervisor to be present at the trial run of the VESSEL, after due notice to the BUYER and the
Supervisor, as provided above, shall have effect to extend the date for delivery of the VESSEL by the period of delay
caused by such failure to be present, except that, if the trial run is delayed more than five (5) days by reason of the
failure of the Supervisor to be present, then, in such event, the BUYER shall be deemed to have waived its right to have
the Supervisor on board the VESSEL at the trial run, and the BUILDER may conduct such trial run without the
Supervisor being present, and in such case the BUYER shall be obliged to accept the VESSEL on the basis of a
certificate by the BUILDER and the Classification Surveyor that the VESSEL, upon trial run, subject to minor
alterations and corrections as provided in this Article, if any, is found to conform to the Contract and Specifications and
is satisfactory in all respects.
In the event of unfavourable weather on the date specified for the trial run, the same shall take place on the first
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available day thereafter that the weather conditions permit. The parties hereto recognize that the weather conditions in
Japanese waters in which the trial run is to take place, are such that great changes in weather may arise momentarily and
without warning, and, therefore it is agreed that, if during the trial run of the VESSEL, the weather should suddenly
become unfavourable, as would have precluded the continuance of the trial run, the trial run of the VESSEL shall be
discontinued and postponed until the first favourable day next following, unless the Supervisor shall assent in writing to
acceptance of the VESSEL on the basis of the trials made prior to such sudden change in weather conditions.
In the event that the trial run is postponed because of unfavourable weather conditions, such delay shall be regarded as a
permissible delay, as specified in Article VIII hereof.
2. How Conducted:
(a) All expenses in connection with the trial run of the VESSEL are to be for the account of the BUILDER, who,
during the trial run and when delivering the VESSEL for trial run, is to 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 fulfilment of the performance requirements for the trial run as set forth in the
Specifications. All trials of the VESSEL shall be conducted in Japanese waters.
(b) Notwithstanding the foregoing, fuel oil, lubricating oils and greases necessary for the operation of the VESSEL and
its equipment shall be supplied by the BUYER at the SHIPYARD prior to the time of the trial run, and the BUILDER
shall bring these supplies on board without cost to the BUYER, and the BUILDER shall pay the cost of the quantities of
fuel oil, lubricating oils and greases consumed during trials on delivery of the VESSEL. The fuel oil, as well as
lubricating oils and greases shall be in accordance with the applicable engine specifications.
3. Trial Load Draft:
In addition to the supplies provided by the BUYER in accordance with Sub-paragraph (b) of the preceding Paragraph 2
hereof, the BUILDER shall provide the VESSEL with the required quantity of fresh water and other stores necessary for
the conduct of the trials. The necessary ballast (fresh and sea water and such other ballast as may be required) to bring
the VESSEL to the trial load draft as specified in the Specifications, shall be for the BUILDER's account.
4. Method of Acceptance or Rejection:
(a) Upon notification of the BUILDER of the completion of the trial run of the VESSEL, the BUYER shall, within six
(6) days thereafter, notify the BUILDER by cable confirmed in writing of the acceptance of the VESSEL, or of the
rejection of the VESSEL together with the reason therefor.
(b) However, should the result of the trial run indicate that the VESSEL or any part thereof including its equipment
fails to meet the requirements of this Contract and Specifications, then the BUILDER shall investigate with the
Supervisor the cause of failure and the proper steps to be taken to remedy the same and shall make whatever corrections
and alterations and/or re-trials as may be necessary, and upon notification by the BUILDER of completion of such
alterations or corrections and/or retrials, the BUYER shall, within ____________________ working days thereafter,
notify the BUILDER by cable confirmed in writing of acceptance of the VESSEL or of the rejection of the VESSEL
together with the reason therefor on the basis of the alterations and corrections and/or re-trials by the BUILDER.
(c) In the event the BUYER fails to notify the BUILDER by cable confirmed in writing of the acceptance of or the
rejection of the VESSEL together with the reason therefor within ____________________ working days period as
provided for in the above Subparagraphs (a) and (b), the BUYER shall be deemed to have accepted the VESSEL.
(d) Any dispute arising between the parties hereto as to the result of any trial run or re-trial of the VESSEL shall be
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solved by reference to Arbitration as provided in Article XIII of this Contract.
5. Disposition of Surplus Consumable Stores:
Should any reasonable amount of fresh water, or other consumable stores, furnished by the BUILDER for the trial runs
remain on board the VESSEL at the time of acceptance thereof by the BUYER, the BUYER shall purchase the same
from the BUILDER at the purchase price thereof, and payment by the BUYER shall be effected as provided in
Paragraph 2, Article II of this Contract.
6. Effect of Acceptance:
The BUYER's written or cabled notification of acceptance, delivered to the BUILDER as above provided, shall be final
and binding so far as conformity of the VESSEL to the Specifications is concerned, and shall preclude the BUYER
from refusing formal delivery of the VESSEL, as hereinafter provided, if the BUILDER complies with all the
conditions for delivery as hereinafter set forth.
ARTICLE VII-- DELIVERY
1. Time and Place:
The VESSEL shall be delivered by the BUILDER to the BUYER at the SHIPYARD no later than
____________________, except that, in the event of delays in the construction of the VESSEL or any performance
required under this Contract due to causes which under the terms of this Contract permit extension of the time for
delivery, the aforementioned time for delivery of the VESSEL shall be extended accordingly.
2. When and How Effected:
Provided that the BUYER shall have fulfilled all of its obligations as stipulated hereinbefore in this Contract, delivery
of the VESSEL shall be effected forthwith by the concurrent delivery by each of the parties hereto to the other of the
PROTOCOL OF DELIVERY AND ACCEPTANCE, acknowledging delivery of the VESSEL by the BUILDER and
acceptance thereof by the BUYER.
3. Documents to be Delivered to the BUYER:
Acceptance of the VESSEL by the BUYER shall be conditioned upon receipt by the BUYER from the BUILDER of the
following duly authenti cated documents, which shall accompany the aforementioned 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 5 of Article VI hereof,

including the purchase price thereof.
d. DRAWINGS AND PLANS pertaining to the VESSEL as stipulated in the Specifications.
e. ALL CERTIFICATES required to be furnished upon delivery of the VESSEL pursuant to this Contract and the
Specifications.
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f. DECLARATION OF WARRANTY of the BUILDER that the VESSEL is delivered to the BUYER free and clear of
any liens, charges, claims, mortgages, or other encumbrances upon the Buyer's title thereto, and in particular, that the
VESSEL is absolutely free of all burdens in the nature of imposts, taxes or charges imposed by the prefecture or country
of the port of delivery, as well as of all liabilities of the BUILDER to its sub-contractors, employees and crew, and of all
liabilities arising from the operation of the VESSEL in trial runs, or otherwise, prior to delivery.
g. COMMERCIAL INVOICE
4. Title and Risk:
Title to and risk of the VESSEL shall pass to the BUYER only upon delivery thereof, as stated above, it being expressly
understood that, until such delivery is effected, the VESSEL, and her equipment, are at the entire risk of the BUILDER,
excluding risk of war, insurrection and seizure by Governments or Authorities, whether Japanese or foreign, and
whether at war or at peace.
5. Removal of VESSEL:
The BUYER shall take possession of the VESSEL immediately upon delivery and acceptance thereof, and, if so
required, shall remove the VESSEL from the premises of the SHIPYARD within seven (7) 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 seven (7) days, then, in such event, the BUYER shall pay to the BUILDER the reasonable mooring
charge of the VESSEL.
6. Remuneration:
Should the BUYER desire an early delivery and should the BUILDER be able to do so, the BUILDER reserves the right
to demand the amount of remuneration equivalent to the time between the contracted delivery date and the delivery date
desired by the BUYER. It is mutually understood that the amount of remuneration shall be calculated at the rate of one
quarter of one per cent (0.25%) of the Contract Price of the VESSEL for each full week of such advanced period and
portions of week shall be prorated accordingly.
ARTICLE VIII-- DELAYS AND EXTENSION OF TIME FOR DELIVERY
1. Causes of Delay:
If, at any time before actual delivery, either the construction of the VESSEL, or any performance required hereunder as
a prerequisite of delivery of the VESSEL, is delayed due to acts of princes or rulers, war, blockade, revolution,
insurrections, mobilization, civil commotions, riots, strikes, sabotage, lockouts, Acts of God or the public enemy,
plague or other epidemics, quarantines, prolonged failure or restriction of electric current from an outside source, freight
embargoes, delay in delivery of the BUYER's supplied items, earthquakes, tidal waves, flood, typhoons, hurricanes or
storms, or other causes beyond control of the BUILDER or its sub-contractors, as the case may be, or by force majeure
of any description, whether of the nature indicated by the foregoing words or not; or by destruction of the Shipyard or
works of the BUILDER or its sub-contractors, or of the VESSEL, or any part thereof, by fire, flood, or other causes
beyond the control of the BUILDER, or its sub-contractors, as the case may be; or due to mishaps of manufacture
caused by faulty castings not due to negligence; or for any other causes which, under the terms of this Contract,
authorize and permit extension of the time for delivery of the VESSEL, then, in the event of delays due to the
happening of any of the aforementioned contingencies, the time for delivery of the VESSEL under this Contract shall be
extended for a period of time which shall not exceed the total cumulated time of all such permissible delays.
2. Notice of Delays:
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Within ____________________ (____________________) days from the date of commencement of any delay on
account of which the BUILDER claims that it is entitled under this Contract to an extension of the time for delivery of
the VESSEL, the BUILDER shall advise the BUYER by cable confirmed in writing, of the date such delay commenced,
and the reasons therefor. Likewise within ____________________ (____________________) days after such delay
ends, the BUILDER shall adivse the BUYER in writing or by cable confirmed in writing, of the date such delay ended,
and also shall specify the maximum period of time by which the date for delivery of the VESSEL is extended by reason
of such delay. Failure of the BUYER to acknowledge the BUILDER's notification of any claim for extension of the
delivery date within seven (7) days after receipt of such notification shall be deemed to be a waiver by the BUYER of
its right to object to such extension.
3. Definition of Permissible Delays:
Delays on account of such causes as provided for in Paragraph 1 of this Article shall be understood to be permissible
delays and are to be distinguished from unauthorized delays on account of which the Contract Price of the VESSEL is
subject to adjustment, as provided for in Article III hereof.
4. Right to cancel for Excessive Delay:
If the total cumulated time of all delays on account of the causes specified in Paragraph 1 of this Article, excluding (i)
delays due to arbitration as provided for in Article XIII hereof or due to defaults in performance by the BUYER, (ii)
delays due to Article V, (iii) delays in delivery of the BUYER's supplied items, or (iv) delays of a nature which, under
the terms of this Contract, permit extension of the time for delivery, aggregates Two Hundred and Ten (210) 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 cumulated time of the aforementioned delays justifying cancallation by the
BUYER, demand in writing that the BUYER shall make an election, in which case the BUYER shall, within thirty (30)
days after such demand is received by the BUYER, either notify the BUILDER of its intention to cancel this Contract,
or consent to an extension of the time for delivery to a specific future date, if being understood and agreed by the parties
that, of any further delay occurs on account of causes justifying cancellation as specified in this Article, the BUYER
shall have the same right of cancellation upon the same terms as hereinabove 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, any
defects in the VESSEL which are due to defective material and/or workmanship on the part of the BUILDER and/or its
sub-contractors, provided that the defects are discovered within a period of twelve (12) months after the date of delivery
of the VESSEL and a notice thereof is duly given to the BUILDER 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, as promptly as possible, after
discovery of any defects for which claim is made under this guarantee. The BUYER's written notice shall describe the
nature of the defects and the extent of the damage caused thereby. The BUILDER shall have no obligation under this
guarantee for any defects discovered prior to the expiry date of the guarantee, unless notice of such defects is given by
the BUYER not later than thirty (30) days after such expiry date. Cabled advice within thirty (30) days that a claim is
forthcoming will be sufficient compliance with the requirements as to time.
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3. Remedy of Defects:
The BUILDER shall remedy, at its expense, any defects, against which the VESSEL is guaranteed under this Article, by
making all necessary repairs and replacements at the SHIPYARD.
However, if it is impractical to bring the VESSEL to the SHIPYARD, the BUYER shall cause the necessary repairs or
replacements to be made elsewhere which is deemed suitable for the purpose, provided that, in such event, the
BUILDER may forward or supply replacement parts or materials to the VESSEL unless forwarding supplying thereof to
the VESSEL does not impair or delay the operation or working schedule of the VESSEL. In the event that the BUYER
proposes to cause the necessary repairs or replacements to be made to the VESSEL at any other shipyard or works than
the SHIPYARD of the BUILDER, the BUYER shall, first, but in all events as soon as possible, give the BUILDER
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(s) the nature and extents 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 subject to the guarantee herein provided. In all minor cases, the Guarantee Engineer, as
hereinafter provided for, will act for and on behalf of the BUILDER. Upon the BUILDER's acceptance of the defects as
justifying remedy under this Article, or upon award of the arbitration so determining, then the BUILDER shall
immediately pay to the BUYER in United State Dollars for such repairs or replacements a sum equal to the reasonable
cost of making such repairs or replacements in the SHIPYARD. Any dispute under this Article shall be referred to
arbitration in accordance with the provisions of Article XIII hereof.
4. Extent of BUILDER's Responsibility:
The BUILDER shall have no responsibility or liability for any other defects whatsoever in the VESSEL than the defects
specified in Paragraph 1, against which the guarantee is made by the BUILDER as hereinabove provided. Nor the
BUILDER shall in any circumstances be responsible or liable for any consequential damages, loss of time, loss of profit
or earning or demurrage directly or indirectly occasioned to the BUYER by reason of the defects specified in Paragraph
1 hereof or due to repairs or other works done to the VESSEL to remedy such defects.
The BUILDER shall not be responsible for remedying 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 remedying any
defects which have developed or been aggravated by act, omission or neglect on the part of the BUYER, its servants or
agents or by ordinary wear and tear or by any other circumstances whatsoever beyond the control of the BUILDER.
The Guarantees contained as hereinabove in this Article replace and exclude any other liability, guarantee, warranty
and/or condition imposed or implied by the law, customary, statutory or otherwise, by reason of the construction and
sale of the VESSEL by the BUILDER for and to the BUYER.
5. Guarantee Engineer:
The BUILDER shall appoint a Guarantee Engineer to serve on the VESSEL as its representative for a period of six (6)
months from the delivery date of the VESSEL. However if the BUYER and/or the BUILDER shall deem it necessary to
keep the Guarantee Engineer for any longer period, then he shall remain on board the VESSEL after the said six (6)
months, but within the limit of twelve (12) months from the delivery date of the VESSEL. The BUYER, and its
employees, shall give such Guarantee Engineer full cooperation in carrying 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 accommodations and subsistence at no cost of the BUILDER
and/or the Guarantee Engineer.
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The BUYER shall pay to the Guarantee Engineer the sum of Six Hundred U.S. Dollars (US$ 600.00) per month to
cover his miscellaneous expenses and also shall pay the expenses of repatriation to Tokyo, Japan by air upon
termination of his service, the expenses of his communications with the BUILDER when made in performance of his
duties as the Guarantee Engineer and the expenses, if any, of his medical and hospital care. The Buyer, its successor(s)
and/or assign(s) shall be liable to and indemnify the BUILDER and/or the Guarantee Engineer for personal injuries,
including death and damages to, or loss or destruction of properties of the Guarantee Engineer, if such death, injuries,
damages, loss and/or destruction were caused by a negligence of the BUYER, its successor(s) and/or assign(s) or its
employees and/or agents.
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. The payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advances to the
BUILDER. In the event the BUYER shall exercise its right of cancellation or rescission of this Contract 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 cancellation or rescission shall be effective
as of the date notice thereof is received by the BUILDER.
2. Thereupon the BUILDER shall refund in United States Dollars promptly 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 Article XIII hereof.
In such event, the BUILDER shall pay the BUYER interest in United States Dollars at the rate of
____________________ per cent (____________________ %) per annum on the amount required herein to be
refunded to the BUYER, computed from the respective date 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, that if the said
rescission by the BUYER is made under the provisions of Article VIII, Paragraph 3 of this Contract, then in such event
the BUILDER shall not be required to pay any interest.
3. Upon such refund by the BUILDER to the BUYER, all obligations, duties and liabilities of each of the parties hereto
to the other under this Contract shall be forthwith completely discharged.
ARTICLE XI-- BUYER's DEFAULT
1. For the First Instalment:
The BUYER shall be deemed to be in default of its obligations if the BUYER shall fail to pay to the BUILDER the first
instalment within three (3) days after the BUYER's receipt of the cable advice from the BUILDER that the Japanese
Government's Export Licence and Construction Permit for the VESSEL have been issued, and in such event the
BUILDER shall have the option to rescind this Contract without prejudice to all claims of the BUILDER for loss or
damages caused by such BUYER's default.
2. For the Second, Third and Fourth Instalments, Securities for Deferred Instalments, and Acceptance of
VESSEL:
(a) The BUYER shall be deemed to be in default of payment of the second or third instalment if the second or third
instalment is not paid to the BUILDER within three (3) days after instalment becomes due and payable, provided the
BUYER shall have the BUILDER's prior notice for the due date of the payment in accordance with Article II, 5, (f)
hereof.
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The BUYER shall be deemed to be in default of payment of the fourth instalment, if the fourth instalment is not paid to
the BUILDER concurrently with the BUILDER's due tender and delivery of the VESSEL to the BUYER in accordance
with the terms of this Contract.
If the BUYER is in default of payment with respect to the second, third instalment or fourth instalment as aforesaid,
then, in such event, the BUYER shall, commencing with the first day after the due date, pay interest on such unpaid
instalments at the rate of eight per cent (8%) per annum from and including such day to the date of payment to the
BUILDER by telegraphic transfer of full amount including interest.
(b) The BUYER shall be deemed to be in default of its obligation, if the BUYER should fail to accept delivery of the
VESSEL when required to accept the same under the terms of this Contract, and/or if the conditions called for in Article
II, Paragraph 7 hereof relating to the security for the payments due after delivery of the VESSEL should not be
completed by the BUYER all in accordance with the terms and conditions of this Contract.
(c) If such default continues for a period of fifteen (15) days thereafter, the BUILDER shall have an option to:
(1) recind this Contract by giving notice to the BUYER by cable confirmed in writing without prejudice to all claims of
the BUILDER for the proved loss and damages caused by such BUYER's default and apply the instalment or
instalments paid by the BUYER to the BUILDER as of that time for the compensation of such proved loss and damages
which the BUILDER shall have sustained by reason of BUYER's default. And also any lien, interest or property right
that the BUYER may have in and to the VESSEL, and to any parts or equipment thereof, and to material or parts,
including BUYER's supply items, acquired for construction of the Vessel, but not utilized yet for such purpose, shall
forthwith cease, and said VESSEL and any parts or equipment thereof, incuding BUYER's supply items, shall become
the sole property of the BUILDER, provided, that the proceed thereof obtained at the public auction or the private sale
by the BUILDER shall be applied by the BUILDER for mitigation of the damages caused by the BUYER's default. In
the event instalment or instalments paid by the BUYER, and the proceeds from the public auction or the private sale as
aforesaid are insufficient to adequately compensate the BUILDER for the proved loss or damages which the BUILDER
has sustained from the BUYER's default, the BUYER shall be liable for and shall pay the BUILDER additional
compensation to cover such loss or damages. If the sale brings out more than what the BUILDER can prove as their loss
and/or damages, any amount in excess of BUILDER's proved loss and/or damages shall be paid by the BUILDER to the
BUYER by immediate transfer of funds or
(2) continue to perform this Contract provided the BUYER shall pay the instalment in which the BUYER has been in
default plus eight per cent (8%) interest per annum computed from the due date of such instalment to the date when the
BUILDER has received the payment, and the BUYER shall furnish the documentation required under Article II,
Paragraph 7.
3. For Instalments After Delivery of VESSEL:
As to a default of the BUYER in performance of its obligations after the delivery of the VESSEL and the effect of such
default, the provisions of the promissory notes and the first preferred ship mortgage hereinabove referred shall govern.
ARTICLE XII-- INSURANCE
1. Extent of Insurance Coverage:
The BUILDER shall, at its own expenses, keep the VESSEL and all machinery, materials, equipment, appurtenances
and outfit, delivered for in the SHIPYARD or built into, or installed in or upon the VESSEL including items of
equipment furnished by the BUYER, fully insured with Japanese insurance companies, payable in United States Dollars
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from the commencement of the construction works for the VESSEL unitl the same is completed, delivered to and
accepted by the BUYER. Such insurance shall be covered with prime insurance companies in Japan under coverage
corresponding to the Builder's Risk Insurance Clauses. 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 payments made by the
BUYER to the BUILDER. One copy each of BUILDER's risks insurance policies shall be delivered to the BUYER. The
policy or policies referred to hereinabove shall be taken out in the name of the BUILDER and all losses under such
policy or policies shall be payable to the BUILDER for distribution by it to itself and its assignee and the BUYER as
their respective interests may appear.
2. Application of Recovered Amount:
(a) Partial Loss.
In the event 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 policies referred to in Paragraph 1 of this Aritcle to the
repair of such damage, satisfactory to Classification requirements without marks, that is without remarks, exceptions or
recommendations and also to the satisfaction of the Supervisor, without additional expense to the BUYER.
(b) Total Loss.
However, in the event that the VESSEL is determined to be an actual or constructive total loss, the BUILDER, shall, at
the mutual agreement by the parties hereto taking into consideration of the present condition, either:
i) Proceed in accordance with the terms of this Contract, in which case the amount recovered under said insurance
policies shall be applied to the reconstruction and repair of the VESSEL's damage, without additional expense to the
BUYER, provided the parties hereto shall have first agreed in writing as to such reasonable extension of time for
delivery as may be necessary for the completion of such reconstruction and/or repair, or
ii) Refund immediately to the BUYER in United States Dollars the amount of all instalments paid to the BUILDER or
its assignee under this Contract without any interests, 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 fo BUILDER's Obligation to Insure:
The BUILDER's obligation to insure the VESSEL hereunder shall cease and terminate forthwith upon delivery thereof
to and acceptance by the BUYER.
ARTICLE XIII-- DISPUTES 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
stipulation herein or with respect hereto which can not be settled by the parties themselves, such dispute shall be
resolved by arbitration in Tokyo, Japan in accordance with the rules of the Japan Commercial Arbitration Association.
Either party may demand arbitration of such dispute by giving written notice to the other party. Any demand for
arbitrtion by either of the parties hereto shall state the name of the arbitrator appointed by such party and shall also state
specifically the question or questions as to which such party is demanding for arbitration. Within twenty (20) days after
receipt of notice of such demand for arbitration, the other party shall in turn appoint a second arbitrator. The arbitrators
thus appointed shall thereupon select a third arbitrator, and the three arbitrators so named shall constitute the board of
arbitration (herein called the "Arbitration Board") for the settlement of such dispute.
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In the event, however, that said other party should fail to appoint a second arbitrator as aforesaid within twenty (20)
days following receipt of notice of demand for arbitration, it is agreed that such party shall thereby be deemed to have
accepted and appointed as its own arbitrator the one already 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. And in the further event that the two arbitrators appointed by the parties hereto as aforesaid should be unable to
agree to the third arbitrator within twenty (20) days from the date on which the second arbitrator is appointed, the third
arbitrator shall be appointed by the Japan Commercial Arbitration Association. The award of the arbitration made by the
sole arbitrator or by the majority of the three arbitrators as the case may be shall be final, conclusive and binding upon
the parties hereto. Notwithstanding the preceding provisions of this Article, 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 and 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 may be
concerned with such dispute.
2. Notice of Award:
Notice of any award shall immediately be given in writing or by cable confirmed in writing to the BUYER and the
BUILDER.
3. Expenses:
The arbitrator(s) shall determine which party shall bear the expenses of the arbitration or the proportion of such
expenses which each shall bear.
4. Award of Arbitration:
Award of arbitration shall be final and binding upon both parties.
5. Entry in Court:
Judgement on any award may be entered in any court of competent jurisdiction.
6. Alteration of Delivery Time:
In the event of reference to arbitration of any dispute arising out of matters occuring prior to delivery of the VESSEL,
the decision or the award shall include a finding as to the extent to which the delivery date is thereby altered, if at all.
ARTICLE XIV-- RIGHT OF ASSIGNMENT
Neither of the parties shall assign this Contract to any other individual or company unless prior consent of the other
party is given in writing. Such consent shall not be unreasonably withheld by either party. However, in the event of an
assignment, the assignor shall remain liable under the Contract. This Contract shall ensure to the benefit of and shall be
binding upon the lawful successors or the legitimate assigns of both parties.
ARTICLE XV-- TAXES AND DUTIES
1. Taxes:
All costs for taxes including stamp duties, if any, incurred in connection with this Contract in Japan shall be borne by
the BUILDER.
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2. Duties:
The BUILDER shall indemnify the BUYER for, and hold it harmless against, any duties imposed in Japan upon
materials and equipment which under the terms of this Contract and/or the Specifications will, or may be, supplied by
the BUYER from abroad for installation in the VESSEL as well as any duties imposed in Japan upon running stores,
provisions and supplies furnished by the BUYER from abroad to be stocked on board the VESSEL and necessary for
her operation. Any tax or duty other than those described hereinabove, if any, shall be borne by the BUYER.
ARTICLE XVI-- PATENTS, TRADEMARKS AND COPYRIGHTS
Machinery and equipment of the VESSEL may bear the patent number, trademarks or trade names of the manufacturers.
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 for, 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 construed as transferring any 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.
Notwithstanding any provisions herein to the contrary, the BUILDER's obligation under this Article shall not be
terminated by the passage of any specified period of time.
The BUILDER's warranty hereunder does not extend to equipment or parts supplied by the BUYER to the BUILDER,
if any.
ARTICLE XVII-- BUYER'S SUPPLIES
1. Responsibility of the BUYER:
The BUYER shall, at its cost and expenses, supply all BUYER's Supplies, as specified in the Specifications, to the
BUILDER at its SHIPYARD in perfect condition ready for installation and in accordance with the time schedule to be
furnished by the BUILDER to meet the building schedule of the VESSEL.
In order to facilitate the installation of the BUYER's Supplies by the BUILDER, the BUYER shall furnish the
BUILDER with the necessary plans, instruction books, test reports and all test certificates required by rules or
regulations, and if so requested by the BUILDER, shall cause the representative(s) of the manufacturers of these articles
to assist the SHIPYARD in the installation and/or to make necessary adjustment thereof at the SHIPYARD, on the
BUYER's Account.
The BUYER shall be liable for any expenses incurred by the BUILDER for repair of the BUYER's Supplies due to
defective design or material, poor workmanship or performance or due to damage under transportation.
Should the BUYER fail to deliver to the BUILDER such items within the time specified, the delivery of the VESSEL
shall automatically be extended for a period of such delay, provided such delay in delivery shall affect delivery of the
VESSEL. In such event the BUYER shall pay to the BUILDER all losses and damages sustained by the BUILDER due
to such delay in the delivery of BUYER's Supplies and such payment shall be made upon delivery.
Furthermore, if the delay in delivery of the BUYER's Supplies should exceed thirty (30) days, the BUILDER shall be
entitled to proceed with construction of the VESSEL without installation of such items in or onto the VESSEL, without
prejudice to the BUILDER's right hereinabove provided, and the BUYER shall accept the VESSEL so completed.
2. Responsiblty of the BUILDER:

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The BUILDER shall be responsible for storing and handling of the BUYER's Supplies after delivery to the SHIPYARD,
and shall install them on board the VESSEL at the BUILDER's expenses; it being agreed, however, the BUILDER is
not responsible for quality, performance and/or efficiency of any equipment of the BUYER's Supplies and is under no
obligation with respect to guarantee of such equipment against any defects caused by poor quality, performance and/or
efficiency of the Supplies themselves.
This provision does not apply to, and the BUILDER shall not be responsible for, the items, which the BUILDER is not
required to install on board the VESSEL under the Specifications.
ARTICLE XVIII-- NOTICE
Any and all notices and communications in connection with this Contract shall be addressed as follows:
To the BUYER:
Cable Address:
Telex No.:
To the BUILDER:
Cable Address:
Telex No.:
Any and all notices 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 Licence and Construction Permit for the VESSEL shall not have been issued by the
Japanese Government within
____________________ (......................) 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 has never been entered into at all.
ARTICLE XX-- INTERPRETATION
1. Law and Regulations Applicable:
The parties hereto agree that the validity and interpretation of this Contract and of each article and part hereof shall be
interpreted under the laws of the country 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 provision of this Contract, then in each and every such event the applicable
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provisions of this Contract shall govern. The Specifications and Plans are also intended to explain each other, and
anything shown on the Plans and not stipulated in the Specifications or stipulated in the Specifications and not shown
on the Plans, shall be deemed and considered as if embodied in both. In the event of conflict between the Specifications
and Plans, the Specifications shall govern.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be duly executed on the day and year first
above written.
BUYER
BUILDER
By:
By:
Title:
Title:
Witness:
Witness:
ARTICLE XXI-- SUNDRY PROVISIONS
It is hereby mutually confirmed that the Contract Price includes the following expenses for the technical services
required to be rendered by the Builder under the terms of this Contract.
1. Basic design and supply of drawings US $ ____________________
2. Guarantee Engineer US $ ____________________
Legal Topics:
Contracts LawTypes of ContractsConstruction Contracts
FOOTNOTES:
(n1)Footnote 1. Prepared by The Co-operative Association of Japanese Shipbuilders.
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41 of 129 DOCUMENTS

FORM No. 22-2 WEST EUROPEAN SHIPBUILDING CONTRACT (1999)n1
Adopted by the Association of European Shipbuilders and Shiprepairers.
STANDARD SHIPBUILDING CONTRACT
INDEX
ARTICLE 1: SUBJECT OF CONTRACT
par. a Vessel's description and main characteristics
par. b Yard Number
par. c Vessel's Registration and Classification
par. d Decisions of the Classification Society
par. e Subcontracting
ARTICLE 2: INSPECTION AND APPROVAL
par. a Inspection during Construction
par. b Approval
ARTICLE 3: MODIFICATIONS
par. a Purchaser's Modifications

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par. b Contractor's Modifications
par. c Modifications by Regulatory Bodies and Classification Society
par. d Payment for adjustments of price
par. e Information
ARTICLE 4: TRIALS
par. a Notice
par. b Weather Conditions
par. c Carrying out
par. d Method of Acceptance or Rejection
par. e Effect of Acceptance
par. f Surplus Consumable Stores
ARTICLE 5: GUARANTEE FOR SPEED, CARGO CARRYING CAPACITY AND FUEL CONSUMPTION
par. a Speed 10
par. b Deadweight capacity
par. c Grain/bale capacity
par. d Fuel Consumption
ARTICLE 6: DELIVERY OF THE VESSEL
par. a Time and Place of Delivery
par. b Delivery Documentation
par. c Liquidated. Damages and Premiums
par. d Force Majeure
par. e Permissible Delay
ARTICLE 7: PRICE
par. a Contract Price
par. b Instalments
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par. c Payment procedures
par. d Payment for Modifications
par. e Payment for liquidated Damages and Premiums
par. f Prompt Payment
ARTICLE 8: PROPERTY
par. a General Plans, Specifications and Working Drawings
par. b Property in the Vessel
ARTICLE 9: INSURANCE
ARTICLE 10: DEFAULT BY THE PURCHASER
ARTICLE 11: DEFAULT BY THE CONTRACTOR
ARTICLE 12: GUARANTEE
par. a Extent of Guarantee
par. b Guarantee Engineer
ARTICLE 13: CONTRACT EXPENSES
ARTICLE 14: PATENTS
ARTICLE 15: INTERPRETATION, REFERENCE TO EXPERT AND ARBITRATION
par. a Interpretation
par. b Reference to expert's assessment
par. c Arbitration
ARTICLE 16: CONDITION FOR THE CONTRACT TO BECOME EFFECTIVE
ARTICLE 17: LEGAL DOMICILE
ARTICLE 18: ASSIGNMENT
ARTICLE 19: LIMITATION OF LIABILITY
ARTICLE 20: ADDRESSES FOR CORRESPONDENCE
par. a Contractor's addresses

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par. b Purchaser's addresses
CONTRACT
Between: ______________________
______________________
______________________
______________________
a company organized and existing under the laws of ______________________

______________________
with its registered office in ______________________
hereinafter called the "PURCHASER"
and
______________________
______________________
______________________
______________________
a company organized and existing under the laws of ______________________
______________________
with its registered office in ______________________
hereinafter called the "CONTRACTOR",
IT IS HEREBY AGREED AND STIPULATED AS FOLLOWS:
ARTICLE 1: SUBJECT OF CONTRACT
(a) VESSEL's description and main characteristics
The CONTRACTOR undertakes to build at the CONTRACTOR's yard in ___________________________________

(hereinafter called the "Shipyard") and to deliver to the PURCHASER who orders and undertakes to accept delivery of
______________________
______________________
of approximately ___________________________________ metric tons deadweight hereinafter called the "VESSEL",
subject to and in accordance with this CONTRACT and relevant, specification(s) No(s)
___________________________________ dated ___________________________________ and general plan(s) No(s)
___________________________________ signed by both parties (together the "Specifications"), which form an
integral part of this CONTRACT, although not attached hereto.
In the event of any conflict between this CONTRACT and the Specifications the provisions of this CONTRACT shall
prevail. In the event of any conflict between the specification(s) and the general plan(s) the provisions of the
specification(s) shall prevail.
Notwithstanding the above, it is understood that the foregoing specification(s) and general plan(s) are complementary
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and that everything contained in the general plan(s) and not mentioned in the specification(s) and vice versa is to be
understood as included in both the foregoing documents.
The VESSEL shall have the dimensions and characteristics stated in the Specification, including the following main
particulars:
- length between perpendiculars, approximately: ______________________
- breadth moulded, approximately: ______________________
- depth to ____________________ deck from base ______________________
fine, approximately:
- design draft in salt water, approximately: ______________________
- scantling draft: ______________________
- deadweight at design draft (specific gravity ______________________
1.025):
- main propulsion plant: ______________________
- type: ______________________
- maximum continuous rating: ______________________
Kwatt
- trial speed of the VESSEL with a clean hull, on ______________________
even keel at the design draft, with the main knots
propulsion machinery developing an output of
_____ KWatt (measured at the outgoing shaft)
under good conditions, viz. wind not exceeding 2
beaufort and in calm, deep, current free water:
- other main particulars of the VESSEL ______________________
(b) Yard Number
The VESSEL shall, for the purpose of identification only, be known as Yard Number
___________________________________
(c) VESSEL's Registration and Classification
The VESSEL shall comply with the laws, rules, regulations and enactments published and in force in
___________________________________ on ___________________________________ as stated in the
Specifications.
The VESSEL shall be built under the survey of ___________________________________ (hereinafter the
"Classification Society") to ___________________________________ Class and in accordance with normal
shipbuilding practices in ___________________________________ for new vessels of the type and general
characteristics of the VESSEL. The VESSEL shall also comply with the rules, regulations and requirements of other
relevant authorities as set out in the Specifications (hereinafter the "Regulatory Bodies"). Classification, survey and
testing charges relating to the CONTRACTOR's obligations and items of supply under this CONTRACT shall be for
the account of the CONTRACTOR. The registration of the VESSEL shall be carried out by the PURCHASER and the
costs and expenses thereof shall be for PURCHASER's account.
(d) Decisions of the Classification Society

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The decisions of the Classification Society shall be final and binding on both contracting parties as to the VESSEL's
compliance or non-compliance with the rules and regulations, observance of which is to be controlled by the
Classification Society.
(e) Subcontracting
The CONTRACTOR has the right to subcontract part of the work to third parties.
ARTICLE 2: INSPECTION AND APPROVAL
(a) Inspection during Construction
The PURCHASER shall have the right to have the VESSEL and all engines, machinery, outfit and equipment intended
therefore inspected during construction by one or more (up to a maximum of _____) authorized representative(s)
(jointly the "Representative") to whom the CONTRACTOR shall grant access for such purposes during working hours
to the VESSEL and to the Shipyard and workshops, save and except areas which are controlled for purposes of national
security. The CONTRACTOR will obtain for the PURCHASER's right of access to subcontractor's premises as far as
possible. The inspection will be at the PURCHASER's risk and expense.
The CONTRACTOR will make available for the PURCHASER's Representative appropriate office space at the
Shipyard furnished with telephone, fax and other basic office facilities at CONTRACTOR's costs and expenses. All
telecommunication charges shall be for account of the PURCHASER.
The PURCHASER's Representative whose name, duties and extent of authority are to be made known in advance, shall
observe the works' rules prevailing at the CONTRACTOR's and the SUBCONTRACTOR's premises. He shall address
his remarks exclusively to the CONTRACTOR's appointed representative(s) whose name(s) shall be made known to the
PURCHASER.
During construction of the VESSEL, the CONTRACTOR shall give the PURCHASER's Representative reasonable
advance notice of important tests and inspections in order to enable him to attend. Failure of the Representative to be
present at such tests and inspections after due notice shall be deemed to be a waiver of this right to be present.
Should the PURCHASER elect to use as the Representative to firms or persons other then or in addition to its full time
employees, different or in addition to the ones established in the provisions of this CONTRACT, admittance of such
firms or persons and their duties shall be subject to the CONTRACTOR's prior written approval, which shall not be
(b) Approval
The CONTRACTOR shall send to the PURCHASER (or its Representative) for approval three copies of the drawings
and the technical inforimation of machinery and equipment for which such approval is required by the Specifications.
One of the three copies so submitted shall be returned, either approved, or supplemented with remarks and amendments,
to reach the CONTRACTOR within _____ days from the date of receipt by the PURCHASER or within _____ days
after despatch by the CONTRACTOR, whichever is the sooner, and if this is not done within this time limit the
drawings and technical information shall be regarded as approved, unless additional time is specifically requested in
writing by the PURCHASER and agreed in writing by the CONTRACTOR.
If the drawings and technical information are returned to the CONTRACTOR within the said time limit supplemented
with remarks and amendments by the PURCHASER and if the said remarks and amendments are not of such a nature or
extent as to constitute modifications under Article 3 hereof, then the CONTRACTOR shall start or continue production
on the basis of the corrected or amended drawings and technical information. In case of any dispute concerning the
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drawings and/or technical information which can not be solved by negotiations the dispute shall be referred to expert's
assessment in accordance with Art. 15(b) of the CONTRACT. Any delay caused by such dispute shall be Permissible
Delay (see Art. 6(e)).
There is attached to the Specifications a Makers' List of major items on which the PURCHASER and CONTRACTOR
agree on one or more suppliers and/or subcontractors. The CONTRACTOR shall be free to choose any of the proposed
suppliers and/or subcontractors. Should the PURCHASER prefer a particular supplier and/or subcontractor other than
the one actually chosen by the CONTRACTOR (whether or not originally proposed by the CONTRACTOR) and
should the PURCHASER's preference involve a cost change the CONTRACTOR shall quote the amount of such cost
change to the PURCHASER who shall then have the option to notify the CONTRACTOR within _____ days from the
date of receipt of such notice by the PURCHASER of the CONTRACTOR's chosen (selected) suppliers and/or
subcontractors or within _____ days from despatch on the CONTRACTOR's notice, whichever is the sooner, that it
insists on its preference, and in such case the amount of the cost change shall be added to or deducted from the contract
price. Failing any action by the PURCHASER or in case of dissent, the CONTRACTOR shall, subject to the
CONTRACTOR's guarantee liability under Article 12 hereof, be free to use any of the suppliers and/or subcontractors
proposed.
It is agreed that all contact with the CONTRACTOR's suppliers concerning supplies intended for the VESSEL under
this CONTRACT shall be made through the CONTRACTOR.
The above approvals do not diminish the CONTRACTOR's responsibility for the construction of the VESSEL.
ARTICLE 3: MODIFICATIONS
(a) PURCHASER's Modifications
The PURCHASER may request the CONTRACTOR in writing to make modifications to the Specifications and the
CONTRACTOR will agree to carry out such modifications provided that Such modifications or an accumulation of
such modifications will not in the CONTRACTOR's judgement adversely affect the CONTRACTOR's planning or
programme in relation to the CONTRACTOR's other commitments and provided that the CONTRACTOR and the
PURCHASER fully agree expressly and in writing within 10 days from the despatch of the CONTRACTOR's
notification upon the (a) adjustment of price, (b) adjustment of Delivery Date, (c) adjustment of deadweight and/or
grain/bale capacity, (d) adjustment of speed requirements and (e) any other adjustment of the CONTRACT and/or
Specifications.
The PURCHASER will keep modifications to Specifications to a minimum. The CONTRACTOR has the right to
continue production on the basis of the Specifications until agreement has been reached as above stated.
(b) CONTRACTOR's Modifications
The CONTRACTOR may seek the PURCHASER's approval to make changes to the Specifications. These proposed
changes will be dealt with in the manner as described in paragraph (a) of this Article.
The CONTRACTOR is entitled to make minor changes to the Specifications and drawings, not affecting the VESSEL's
performance characteristics if such changes are found necessary to suit the Shipyard's local conditions and facilities, the
availability of materials; and equipment, the introduction of improved production methods or otherwise.
(c) Modifications by Regulatory Bodies and Classification Society
In the event that subsequent to the date stated in Article 1 paragraph (c) any modifications, deletions or additions are
made to the laws, rules, regulations and enactments applicable to the VESSEL or their interpretation or their application
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(including withdrawal of provisional approvals of the Classification Society and/or additional requirements of said
Society as compared with the basis of this CONTRACT and/or similar measures of other bodies as referred to in Article
1, paragraph (c)), and such modifications, deletions or additions are compulsory for the VESSEL, the CONTRACTOR
will effect them and will state the (a) adjustment of price, (b) adjustment of Delivery Date, (c) adjustment of deadweight
and/or grain/bale capacity, (d) adjustment of speed requirements and (e) any other adjustment of the CONTRACT
and/or Specifications all as may be appropriate in the circumstances. Any such adjustment of the Delivery Date shall
constitute Permissible Delay.
The adjustment of the Delivery Date shall include any adjustment needed by reason of delay caused by the
interpretation or consideration of modifications, deletions or additions.
The CONTRACTOR may require that the PURCHASER shall first apply for a formal waiver of compliance with such
modifications, deletions or additions from the Classification Society or Regulatory Bodies authorized to make such
modifications by whom the modifications, deletions or additions have been promulgated should the PURCHASER
consider that the operation of the VESSEL in its intended service would so permit of such waiver. In such agreement
the CONTRACTOR will fix a time limit after which, if the waiver has not yet been obtained, the CONTRACTOR will
go on with the required modifications, deletions or additions. Any additional cost caused by the application for such
waiver whether or not obtained shall be for account of the PURCHASER and the date of delivery of the VESSEL shall
be extended by the time necessary as a result of the application for waiver.
In the event that modifications, deletions or additions referred to in this paragraph (c) above are not compulsory for the
VESSEL, such modifications, deletions or additions shall not be effected unless the PURCHASER requests them to be
made under the provision of paragraph (a) above.
(d) Payment for adjustments of price
The adjustments of price made under paragraphs (a), (b) and (c) above shall be paid by the PURCHASER in accordance
with Article 7 in so far as they cause an increase in the price. If the adjustments cause a reduction in price such
adjustment shall be credited by the CONTRACTOR to the PURCHASER against the payments by the PURCHASER.
(e) Information
When required the CONTRACTOR shall furnish reasonable information relating to the adjustments of price and other
effects of modifications referred to in this Article.
ARTICLE 4: TRIALS
The CONTRACTOR shall before delivery, with not less than ___________________________________ days written
notice to the PURCHASER notify the time and place for the trial run for the VESSEL and the PURCHASER shall
promptly acknowledge receipt of such notice. The PURCHASER shall have the right to have its Representative on
board the VESSEL to witness the trial run. Failure in attendance of the Representative at the trial run without any valid
reason after due notice to the PURCHASER shall be deemed to be a waiver by the PURCHASER of its right to be
present. In such case the PURCHASER shall be obligated to accept the results of the trial run on basis of a certificate of
the CONTRACTOR confirmed by the Classification Society stating the results of the trial run.
(b) Conditions Weather
The trial run shall be carried out under favourable weather conditions. Any delay in delivery caused by delay of the trial
run due to unfavourable weather conditions shall be Permissible Delay.
(c) Carrying Out

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The trial run shall be carried out in the presence of representatives from the Classification Society and/or Regulatory
Bodies, and shall be conducted in a manner and to an extent prescribed in the Specifications and shall prove the
VESSEL's proper functioning and fulfillment of the performance requirements for the trials set forth in this
CONTRACT and the Specifications.
The methods to be used will be selected by this CONTRACTOR to suit the VESSEL's trial trip program.
The CONTRACTOR has the right to subcontract speed and power measurements to an independent model basin or
research institute.
The CONTRACTOR shall be entitled to conduct preliminary sea trials.
The CONTRACTOR shall have the right to repeat any trial whatsoever.
All expenses except those of the PURCHASER's Representative and its assistant(s) in connection with the trial run shall
be for the account of this CONTRACTOR, including without limitation all necessary crew.
(d) Method of Acceptance or Rejection
Upon completion of the trial run and when the trial results are available, and if the CONTRACTOR considers the
results thereof demonstrates that the VESSEL conforms to the CONTRACT, the CONTRACTOR shall immediately
give the PURCHASER a written notice of completion stating that the VESSEL is ready for delivery. The PURCHASER
shall upon receipt of this notice and the test results notify the CONTRACTOR in writing of its acceptance or rejection
of the VESSEL being in conformity with the CONTRACT.
If the results of the trial run demonstrate that the VESSEL or any part or equipment thereof does not conform to the
requirements of the CONTRACT, the CONTRACTOR shall take all necessary steps to rectify such non-conformity. If
necessary, the CONTRACTOR shall for its own account carry out a further trial run to ascertain that the VESSEL
conforms to the terms of the CONTRACT. Upon demonstration by the CONTRACTOR that the deficiencies have been
corrected, a notice thereof stating that the VESSEL is ready for delivery shall be given to the PURCHASER, who shall
then upon receipt of such notice together with the new test results notify the CONTRACTOR of its acceptance or
rejection.
If the PURCHASER for any reason rejects the VESSEL, the PURCHASER shall in its notice of rejection give
particulars of the reason in such detail as can reasonably be expected. The PURCHASER shall be obliged to take
delivery of the VESSEL if it is in conformity with the CONTRACT, unless there are any deficiencies or conditions or
recommendations imposed by the Classification Society and/or Regulatory Bodies preventing the VESSEL to carry out
its intended operation. If the deficiencies or the conditions/recommendations are of minor importance and do not
prevent safe operation of the VESSEL, the CONTRACTOR may require the PURCHASER to take delivery of the
VESSEL provided the CONTRACTOR undertakes for its own account to remedy the deficiency or fulfill the
requirement as soon as possible, however latest by the end of the guarantee period.
If the CONTRACTOR disputes the rejection by the PURCHASER the case shall be submitted for final decision by
arbitration in accordance with Art. 15 hereof.
(e) Effect of Acceptance
Acceptance of the VESSEL as provided above, shall be final and binding and shall preclude the PURCHASER from
refusing formal delivery on basis of any alleged deficiency in any parts of the VESSEL which were tested during the
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trial run, provided all other procedural requirements for delivery have been met.
(f) Surplus Consumable Stores
Any fuel oil, lubricating oil, grease, fresh water or other consumable stores furnished by the CONTRACTOR for the
trial run, remaining on board the VESSEL at the time of delivery shall be purchased by the PURCHASER from the
CONTRACTOR at the original purchase price thereof, and payment effected by the PURCHASER on delivery of the
VESSEL.
ARTICLE 5: GUARANTEE FOR SPEED, CARGO CARRYING CAPACITY AND FUEL

CONSUMPTION
Subject to the proviso contained in Article 7 (e) the rights and obligations of the CONTRACTOR and PURCHASER in
regard of VESSEL's speed, deadweight, capacity and consumption of fuel of the propulsion plant are delimited as
follows.
(a) Speed
For the purpose of determining the VESSEL's actual trial speed, the speed of the VESSEL recorded on the official sea
trials under Article 4 shall be adjusted as if the official sea trials had been carried out in the conditions specified in
Article 1, paragraph (a), the actual trial speed so computed shall be compared with the trial Speed under Article 1,
paragraph (a) and if the actual trial speed shall be the lesser, for causes for which the CONTRACTOR is liable, the
CONTRACTOR shall pay to the PURCHASER as liquidated damages the following amounts:
- for the first two tenths (2/10 ths) of a knot of less speed: ____________________ nothing
- for each successive whole one tenth (1/10 th) knot thereafter (fractions being disregarded) of less speed:
____________________
Should the deficiency in VESSEL's speed for causes for which the CONTRACTOR is liable be more than _____
knot(s), then the PURCHASER as an alternative to receiving the above mentioned liquidated damages, shall have the
option to terminate this CONTRACT, with the consequences provided for in Article 11, save and except that the
CONTRACTOR shall have the right to remedy the deficiency and repeat the trial.
Should the actual trial speed of the VESSEL determined or computed as provided in this Article when compared with
the trial speed under Article 1, paragraph (a) be greater the PURCHASER shall pay to the CONTRACTOR the
following premiums:
- for the first two tenths (2/10 ths) of a knot of more speed: ____________________ nothing
- for each successive whole one tenth (1/10 th) knot thereafter (fractions being disregarded) of more speed:
____________________
(b) Deadweight capacity
Should the VESSEL's deadweight determined as stated in the Specifications, in salt water of 1,025 specific gravity on
the design draft of ____________________ for causes for which the CONTRACTOR is liable, be less than _____
percent of the deadweight specified in Article 1 then the CONTRACTOR shall pay to the PURCHASER as liquidated
damages an amount equal to _____ for each metric ton of deadweight less than _____ percent of the specified
deadweight disregarding fractions of a metric ton.
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Should the VESSEL's deadweight for causes, for which the CONTRACTOR is liable, be less than _____ percent of the
specified deadweight the PURCHASER as an alternative to receiving the above mentioned liquidated damages shall
have the option to terminate this CONTRACT with the consequences provided for in Article 11, save and except that
the CONTRACTOR shall have the right to remedy the deficiency and repeat the trial.
Should the VESSEL's deadweight be more than _____ percent of the specified deadweight the PURCHASER shall pay
to the CONTRACTOR a premium equal to _____ for each metric ton of deadweight in excess of _____ percent of the
specified deadweight disregarding fractions of a metric ton.
(c) Grain/Bale Capacity
The net capacity of the cargo holds, viz:
______________________ grain/bale/ 100 percent full shall be _____ cubic metres.
Should the VESSEL's capacity, for causes for which the CONTRACTOR is liable, be less than _____ percent of the
specified capacity, the CONTRACTOR shall pay to the PURCHASER as liquidated damages an amount equal to _____
(the CONTRACT price as specified in Article 7, paragraph (a) divided by the specified capacity) for each cubic metre
of capacity less than _____ percent of the specified capacity, disregarding fractions of a cubic metre.
Should the VESSEL's capacity, for causes for which the CONTRACTOR is liable, be less than _____ percent of the
specified capacity the PURCHASER as an alternative to receiving the above mentioned liquidated damages, shall have
the option to terminate this CONTRACT with the consequences provided for in Article 11, save and except that the
CONTRACTOR shall have the right to remedy the deficiency and repeat the trial.
Should the VESSEL's capacity be in excess of _____ percent of the specified capacity, the PURCHASER shall pay to
the CONTRACTOR a premium equal to _____ for each cubic metre of capacity in excess of _____ percent of the
specified capacity, disregarding fractions of a cubic metre.
(d) Fuel, Consumption
For the main propulsion plant test bed trials shall be carried out at the manufacturers site in accordance with the
Specifications. During the test bed trials the specific fuel consumption shall be ascertained and corrected to the design
parameters.
The fuel consumption of the main propulsion plant during the test bed trials shall not exceed _____ gram per shaft KW
per hour using oil having a lower calorific value of _____ calories per kg. In case the actual lower calorific value of the
fuel used differs from the figures mentioned in this paragraph, the fuel consumption will be corrected accordingly.
Should the corrected fuel consumption per gram per shaft KW per hour for causes for which the CONTRACTOR is
liable, be in excess of _____ percent of the specified fuel consumption, the CONTRACTOR shall pay to the
PURCHASER, as liquidated damages, an amount of _____ for each gram per shaft KW metric per hour in excess of
_____ percent of the specified fuel consumption disregarding fractions of one gram.
Should the corrected fuel consumption, for causes for which the CONTRACTOR is liable, be in excess of _____
percent of the specified fuel consumption, the PURCHASER as an alternative to receiving the above mentioned
liquidated damages, shall have the option to refuse the main propulsion machinery in which event the CONTRACTOR
shall be allowed reasonable time to replace the same, save and except that the CONTRACTOR shall have the right to
remedy the deficiency and repeat the trial.
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ARTICLE 6: DELIVERY OF THE VESSEL
(a) Time and Place of Delivery
The VESSEL shall be delivered to the PURCHASER at the Shipyard or other agreed place on or before
____________________ (the "Delivery Date") ____________________. The Delivery Date as set out above shall be
subject to extension by the cumulative amount of all Permissible Delays as provided for in this CONTRACT.
The PURCHASER shall take possession of the VESSEL immediately upon delivery and acceptance thereof and shall
with reasonable despatch remove, her from the Shipyard. The VESSEL shall be delivered to the PURCHASER free
from all liens and encumbrances.
(b) Delivery Documentation
Upon delivery and acceptance of the VESSEL, the CONTRACTOR shall deliver to the PURCHASER the following
documents, which shall accompany the Protocol of Delivery and Acceptance:
Protocol of Trials of the VESSEL made pursuant in the Specifications.
Protocol of Inventory of the equipment of the VESSEL, including spare parts and the like, all as specified in the
Specifications.
Protocol of Stores of consumable nature.
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 the Classification Certificate and/or other Certificates are
not available at the time of delivery of the VESSEL, provisional Certificates shall be accepted by the PURCHASER.
The CONTRACTOR shall provide the PURCHASER with the formal Certificates as promptly as possible after such
formal Certificates have been issued.
Declaration of Warranty of the CONTRACTOR that the VESSEL is delivered to the PURCHASER free and clear of
any and all liens and other encumbrances upon the VESSEL and the PURCHASER's title hereto, and in particular, that
the VESSEL is absolutely free of the burdens, in the nature of imposts, taxes or charges imposed by the city, state or
country of the part of delivery, as well as of all liabilities arising from the construction or operation of the VESSEL or
trial runs or otherwise prior to delivery and acceptance.
Drawings and Plans pertaining to the VESSEL as stipulated in the Specifications.
Commercial Invoice.
A protocol of delivery and acceptance will be signed by the CONTRACTOR and the PURCHASER.
(c) Liquidated Damages and Premiums
Should the VESSEL, for causes for which the CONTRACTOR is liable not be delivered on the Delivery Date, as
extended for Permissible Delays under the terms of this CONTRACT, the CONTRACTOR shall subject to the proviso
contained in Article 7 (e) pay to the PURCHASER as liquidated damages an amount of _____ for each working day of
delay, beginning on the _____ day of delay, up to maximum of _____ days.
Should the delay in delivery for causes for which the CONTRACTOR is liable exceed 360 days from the date set forth
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under paragraph (a) above as extended for permissible extensions under the terms of this CONTRACT, the
PURCHASER, as an alternative to receiving the above mentioned liquidated damages, shall have the option to
terminate this CONTRACT with the consequences provided for in Article 11.
Should the VESSEL be completed before the Delivery Date set forth under paragraph (a), the PURCHASER shall
subject to the proviso contained in Article 7 (e) pay to the CONTRACTOR a premium equal to _____ for each working
day of earlier delivery, beginning on the _____ day after completion.
(d) Force Majeure
Should the construction or delivery of the VESSEL be delayed or any work required of the CONTRACTOR hereunder
be prevented or hindered by events such as, but not limited to: Acts of God; War or other hostilities or preparations
therefore, civil commotions, riots or insurrections; blockades; embargoes, export or import restrictions; epidemics;
strikes, lockouts or other labour disturbances or difficulties whatsoever; earthquakes; landslides; floods; exceptional
weather conditions not included in normal planning; prolonged failure of electric current damage by fire, lightning or
explosion; accidental damage including damage to the VESSEL and time taken to repair such damage; shortage of
materials and equipment or inability to obtain delivery thereof; rejection of or defects in materials and equipment which
could not have been detected; defects in castings or forgings; or any other delays whatsoever provided in any such case
that the delay could not have been avoided by reasonable efforts on the part of the CONTRACTOR, or should the
construction or delivery of the VESSEL be delayed owing to causes of any of the foregoing kinds affecting the
CONTRACTOR's other commitments, then and in any such case the number of days of delay so caused shall be
Permissible Delay and the VESSEL's Delivery Date shall be postponed by the cumulative amount of such Permissible
Delays.
Within _____ days after the CONTRACTOR becoming aware of the extent of an event of force majeure the
CONTRACTOR shall notify the PURCHASER in writing thereof indicating the extent of the delay so caused.
(e) Permissible Delay
"Permissible Delay" means any delay on account of causes specified in paragraph (d) of this Article or any other delay
by reason of events which permit adjustment or postponement of the Delivery Date under the terms of the
CONTRACT.
ARTICLE 7: PRICE
(a) Contract Price
The CONTRACT price is ____________________ (in words: ____________________)
(b) Instalments
Payment of the CONTRACT price shall be made by the PURCHASER to the CONTRACTOR by instalments as
follows: ____________________
Bank guarantees for the different instalments have to be provided by the PURCHASER before the effective date of the
CONTRACT as provided for in Article 16 to the satisfaction of the CONTRACTOR.
(c) Payment Procedures
Except for the first instalment the CONTRACTOR shall notify the PURCHASER at least ten (10) days in advance of
the estimated dates of the instalment payments falling due.
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All payments to the CONTRACTOR are to be made in _____ at a bank to be designated by the CONTRACTOR
without any deduction whatsoever on the dates on which the payments are due.
Expenses for remitting payments and any other expenses connected with such payments shall be for the account of the
PURCHASER.
(d) Payment for Modifications
The sums due for modifications under Article 3 of this CONTRACT shall be paid as follows:
(I) 50% on the date of agreement for modifications under Paragraph (a) and (b) of Article 3
or for modifications under paragraph (c) of Article 3 when the Statement of the ad-
justment of price is made by the CONTRACTOR as the case may be.
(II) 50% on the date of delivery of the VESSEL as part of the delivery instalment.
(e) Payment for liquidated Damages and Premiums
Any amounts for liquidated damages or any premiums under Article 5 and 6 shall be calculated and determined on
delivery of the VESSEL and the balance (of one over the other) shall be paid to the party entitled thereto on the
VESSEL's delivery, provided that, if the balance exceeds 10 percent of the CONTRACT price in paragraph (a) of this
Article then the payment shall be equal to 10 percent of this said price.
The liquidated damages provided for in this agreement shall be in full and final settlement and the PURCHASER shall
not be entitled to demand additional indemnification.
(f) Prompt Payment
The PURCHASER shall not delay any payment in case of any disagreement as to the. amount of the above liquidated
damages or premiums or in the event of other exceptions or claims the PURCHASER may have asserted or may intend
to assert against the CONTRACTOR whether in connection with this CONTRACT or otherwise without prejudice to
the PURCHASER's right to apply subsequently to Arbitration. The right of retention or set-off with counterclaims of the
PURCHASER is excluded.
ARTICLE 8: PROPERTY
(a) General Plans, Specifications and Working Drawings
The CONTRACTOR retains all rights to the Specifications, 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 PURCHASER undertakes therefore not to bring them to the knowledge of third parties, without the
prior written consent of the CONTRACTOR except if and to the extent necessary in the normal operation or repair of
the VESSEL.
(b) Property In the VESSEL
During construction the VESSEL shall be the CONTRACTOR's property and the CONTRACTOR undertakes not to
dispose of the VESSEL and not to allow any mortgage or lien being registered on the VESSEL except with the
PURCHASER's prior written consent.
On delivery of the VESSEL to the PURCHASER every responsibility for the safety and generally for the condition of
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the VESSEL is transferred to the PURCHASER and thereafter all responsibilities on the part of the CONTRACTOR
shall cease with the exception of the guarantee obligations provided for in Article 12 hereof.
ARTICLE 9: INSURANCE
The VESSEL and/or such parts as shall be constructed and all materials, engines, machinery, outfit and equipment
pertaining to this CONTRACT and within the premises of the Shipyard shall immediately8 be marked with VESSEL's
yardnumber and shall until delivery of the VESSEL be insured by the CONTRACTOR at CONTRACTOR's
expense--policy being in the name of the CONTRACTOR--against all risks customarily insured against in _____
shipbuilding industry including trials with the exception of war risks and in accordance with and subject to, the terms of
the usual construction policy for a total of not less than the amount for the time being paid by the PURCHASER to the
CONTRACTOR for the VESSEL. If considered necessary by the CONTRACTOR or if required by the PURCHASER
war risks insurance for not less then the CONTRACT price to be effected by the CONTRACTOR at PURCHASER's
account up to the date of delivery to the extent that such insurance is obtainable on the _____ insurance market.
In the event of the VESSEL and/or such parts materials etc. as aforesaid sustaining damage, including war damage,
before delivery of the VESSEL then any monies received in respect of any insurance effected under this Article shall be
applied by the CONTRACTOR in making good such damages with all due despatch during ordinary working hours in a
reasonable and workmanlike manner and the PURCHASER shall not on account of any such damage or any repair
thereof be entitled to object to the VESSEL or to make any claim for alleged consequential loss or depreciation.
Underwriters are entitled to settle claims concerning repairable damage to the VESSEL directly with the
CONTRACTOR and make all payments on these claims directly to the CONTRACTOR. The CONTRACTOR shall be
allowed additional time equivalent to any delay in delivery caused by any such damage or any repair thereof.
Should the VESSEL from any cause become or be deemed to be at any time a constructive, arranged or compromised
total loss under the insurance policy, this CONTRACT shall if not otherwise agreed between the parties thereupon
absolutely cease and terminate without any liability whatsoever on the part of the CONTRACTOR. In the event of such
total loss any insurance monies shall be paid to the PURCHASER for reimbursement of the amount paid by the
PURCHASER to the CONTRACTOR hereunder, any balance shall belong to the CONTRACTOR. Under no
circumstances shall the CONTRACTOR be liable to replace the VESSEL.
The CONTRACTOR's liability to the PURCHASER in respect of damage--including war damage--or in respect of the
constructive, arranged or compromised total loss of the VESSEL, shall not in any event extend further or otherwise than
in this Article provided.
ARTICLE 10: DEFAULT BY THE PURCHASER
Should the PURCHASER be in default in payment of any CONTRACT instalment and/or other amounts due under this
CONTRACT, then the PURCHASER shall pay to the CONTRACTOR--as from the due date--interest thereon at the
rate of _____ percent per annum over _____.
The CONTRACTOR shall be entitled to one day's postponement of the Delivery Date of the VESSEL for each day of
delay in excess of two days in the payment of the aforesaid sums and if the delay exceeds 15 days as from the due date
the CONTRACTOR shall have the option to suspend the CONTRACTOR's obligations under this CONTRACT until
payment of such sums and interest thereon has been received by the CONTRACTOR.
If the aforesaid delay exceeds 30 calendar days from the due date, the CONTRACTOR, even if it has elected to suspend
the work as aforesaid, may have the right to terminate the CONTRACT by giving notice in writing, which may be by
telefax if confirmed by letter, to the PURCHASER about such termination. In this event the CONTRACTOR shall be
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entitled to recover damages from the PURCHASER in respect of any loss that the CONTRACTOR has suffered by
reason of the PURCHASER's default.
In the event of termination of the CONTRACT as above provided, the CONTRACTOR is herewith irrevocably
authorized by the PURCHASER to sell the VESSEL before or after having completed her without prejudice to any
other CONTRACTOR's rights.
Should the PURCHASER fail to take delivery of the completed VESSEL in accordance with the terms of this
CONTRACT the amounts due on or related to delivery by the PURCHASER to the CONTRACTOR shall be regarded
as having fallen due upon receipt of written notice.
The CONTRACTOR shall inform the PURCHASER about the dates on which the PURCHASER has to deliver its
supplies (as specified in the Specifications) at the Shipyard. Should the CONTRACTOR fail to deliver its supplies
within the designated delivery time, the incurred delay shall be Permissible Delay.
ARTICLE 11: DEFAULT BY THE CONTRACTOR
If in accordance with any of the provisions of Article 5 or 6 the PURCHASER shall, as an alternative to receiving the
liquidated damages therein referred to, exercise the option of the PURCHASER to terminate this CONTRACT, then,
provided that the right of the PURCHASER to exercise this option is not disputed by the CONTRACTOR and subject
to arbitration under Article 15 hereof, the CONTRACTOR shall be liable to repay to the PURCHASER the amount of
all monies paid by the PURCHASER for or on account of the CONTRACT price of the VESSEL together with interest
at the rate of _____ percent per annum over _____ as from the date when such monies were paid by the PURCHASER
to the CONTRACTOR up to the date of the repayment thereof. Upon the termination of the CONTRACT by the
PURCHASER as aforesaid the CONTRACTOR shall irrevocably be authorized by the PURCHASER to sell the
VESSEL before or after completion and to keep the proceeds.
ARTICLE 12: GUARANTEE
(a) Extent of Guarantee
On delivery of the VESSEL the CONTRACTOR shall be free of all responsibility or liability whatsoever except for the
guarantee contained in this Article.
The CONTRACTOR shall remedy at (one of) its yard(s) and in the normal working hours, by repairing or if necessary
replacing at its own cost any defects notified in writing by the PURCHASER on the VESSEL's delivery due to bad
workmanship and/or use of defective materials or defects not discoverable on delivery which become apparent during
the period of _____ days from the date of delivery of the VESSEL provided the defect is notified in writing within 30
days from its discovery.
The guarantee shall apply only to the work of the CONTRACTOR and of its subcontractors and/or suppliers. The
CONTRACTOR's liability shall be limited to the above mentioned obligations as to extent and duration and the
CONTRACTOR and/or its subcontractors and suppliers shall have no further liability whatsoever for any direct or
indirect loss, damages or expense in any way deriving from or connected with the above defects and for defects due to
normal wear and tear or overloading or due to corrosion of the materials or due to accidents, fire, improper loading or
stowage of the VESSEL, mismanagement or negligence in the use and maintenance of the VESSEL.
Replacements and repairs pursuant to the CONTRACTOR's guarantee obligations shall be subject to guarantee in
accordance with this article, provided that the guarantee period in regard to such replacements and repairs shall start at
the date of completion thereof and provided that the total guarantee period shall never exceed a period of two years after
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delivery of the VESSEL.
If the replacements or repairs under this Article cannot be conveniently made at (one of) the CONTRACTOR's yard(s),
the PURCHASER may have carried out elsewhere such repairs and/or replacements; in such a case the CONTRACTOR
is discharged from this guarantee and shall reimburse the PURCHASER the documented expenses incurred by the
PURCHASER, but such a reimbursement shall not exceed the estimated costs of carrying out the guarantee work at the
CONTRACTOR's yard(s).
In any event the VESSEL shall be taken at PURCHASER's cost and responsibility to the place elected by the
PURCHASER ready in all respects for the guarantee work to be commenced.
In the event that the guarantee period provided by manufacturers or suppliers of various components of machinery,
materials, equipment appurtenances and outfit furnished to the CONTRACTOR and embodied in the VESSEL exceeds
the aforesaid guarantee period, such extended guarantee rights are to be assigned and made available to the
PURCHASER by the CONTRACTOR to the extent possible.
The CONTRACTOR, at its own cost is to have the right to investigate the validity of the PURCHASER's claim either
by the attendance aboard the VESSEL (without interruption to the operation of the VESSEL) of an accredited
representative or, in the event it is practicable to do so after suitable replacement is made, by the removal from the
VESSEL and the transportation to the CONTRACTOR's yard(s) of the defective part.
This guarantee shall not apply to items supplied by the PURCHASER.
Guarantee Engineer
During any time of the guarantee period the CONTRACTOR shall have the option to place on board one or two
Guarantee Engineers who shall act as CONTRACTOR's observers and to whom every assistance shall be granted for
the fulfilment of their tasks. Should this option be exercised then such Guarantee Engineers shall not be discharged
without the CONTRACTOR's approval.
The PURCHASER shall ensure the said Engineers a status on board not inferior to that due to the Chief Engineer and
pay the CONTRACTOR a remuneration to be agreed upon.
The presence on board of the Guarantee Engineers shall in no way affect CONTRACTOR's and PURCHASER's
responsibility as provided for in this CONTRACT and the CONTRACTOR shall not be liable for any faults or
omissions on the part of the Guarantee Engineer.
ARTICLE 13: CONTRACT EXPENSES
All taxes, duties, stamps and fees levied by the Authorities in _____ and connected to this CONTRACT are to be borne
by the CONTRACTOR.
Any taxes, duties, stamps and fees outside are to be borne by the PURCHASER.
ARTICLE 14: PATENTS
The CONTRACTOR shall indemnify the PURCHASER against any infringement of patent rights by or in connection
with the construction at the Shipyard, of the VESSEL, but no such liability shall lie with the CONTRACTOR with
regard to components and/or equipment and/or design supplied by the PURCHASER.
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Nothing contained herein shall be construed as transferring any patent or trademark rights or copyright in equipment
covered by the CONTRACT, and all such rights including the design of the VESSEL are hereby expressly reserved to
the true and lawful owners thereof.
ARTICLE 15: INTERPRETATION, REFERENCE TO EXPERT AND ARBITRATION
(a) Interpretation
This CONTRACT supersedes all prior negotiations, representations, undertakings and agreements of any subject matter
to this CONTRACT.
This CONTRACT and all other agreements relating thereto shall be construed and interpreted under the laws of
____________________.
(b) Reference to expert's assessment
Save as provided in Article I (e) should any dispute arise between the parties in regard to the construction of the
VESSEL, engines materials or workmanship it shall forthwith be referred to an expert nominated by agreement between
the parties hereto or failing such agreement by the _____ and his decision shall be final and binding upon both parties
hereto.
(c) Arbitration
In the event of any dispute or difference between the Parties hereto as to any matter or thing arising out of or relating to
this CONTRACT or its termination or any stipulation herein not already covered in paragraph b) above which cannot be
settled by the parties themselves, the parties shall submit the matter in dispute to arbitration by three arbitrators, one of
the arbitrators to be chosen by each party hereto and the third arbitrator by the two thus chosen.
The arbitration shall be conducted at ____________________ under the laws of ____________________. The party
desiring such arbitration shall serve upon the other party written notice of its desire, specifying the question(s) to be
arbitrated and naming the arbitrator chosen by it.
The party so notified shall in turn notify in the same way the name of its arbitrator and its own question(s), if any.
In the event that one of the parties fails to choose its arbitrator after having been duty notified in writing by the other
party to do so, within twenty (20) days after such notice, or in the event that two arbitrators chosen by both parties
within a period of 20 days after appointment of the second arbitrator fail to select the third arbitrator then respectively
each party or the other party shall have the right to request the President of the ____________________ to nominate the
arbitrators for the open place(s).
The decision of the arbitrators shall be final, conclusive and binding upon both parties thereto.
The Arbitrators so appointed shall determine which party, or the proper proportion which each party shall assume of the
expenses of such arbitration and the arbitration expenses so allocated shall be paid directly by the party or parties by
which such expenses are directed to be paid.
ARTICLE 16: CONDITIONS FOR THE CONTRACT TO BECOME EFFECTIVE
This CONTRACT shall become effective the day after all the following conditions have been fulfilled:
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The PURCHASER and the CONTRACTOR shall notify each other in writing, which may be by telefax if confirmed by
letter, of the fulfilment of the above conditions.
Should any of the above conditions not be fulfilled within _____ days from the date of signature of this CONTRACT,
this CONTRACT shall not become effective and shall be regarded as never entered into; in such case no obligations
whatsoever shall remain between the parties.
ARTICLE 17: LEGAL DOMICILE
For all the purposes of this CONTRACT the PURCHASER elects its legal domicile at its registered office in
____________________ and the CONTRACTOR at its registered office in ____________________.
ARTICLE 18: ASSIGNMENT
Neither party shall be entitled to transfer its rights unless prior written approval has been obtained from the other party,
which shall not be unreasonably withheld. Both parties shall have the right to study all documents relevant to such
transfer and to renegotiate such terms and conditions as it requires. All costs of any kind whatsoever, including legal
and other costs in relation to such assignment shall be borne and paid for by the new party to the CONTRACT. The
original party shall guarantee performance and shall jointly and severally with the new party be liable under the terms of
the CONTRACT.
ARTICLE 19: LIMITATION OF LIABILITY
The liability of the CONTRACTOR shall be limited to the remedies provided for the PURCHASER in this
CONTRACT and there shall be no further liability whatsoever for any direct or indirect losses, damages or expenses
deriving from the obligations of the CONTRACTOR under this CONTRACT.
ARTICLE 20: ADDRESSES FOR CORRESPONDENCE
(a) For practical purposes without it being a legal requirement the CONTRACTOR shall send all letters and documents
for the PURCHASER in connection with and required under this CONTRACT to the following addresses:
(I) for all technical matters:

address: ______________________
______________________
______________________
att. ______________________
telephone: ______________________
telefax: ______________________
eMail: ______________________
(II) for all legal and financial matters:

address: ______________________
______________________
______________________
att. ______________________
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telephone: ______________________
telefax: ______________________
eMail: ______________________
(b) For practical purposes without it being a legal requirement the PURCHASER shall send all letters and documents
for the CONTRACTOR in connection with and required under this CONTRACT to the following addresses:
(I) for all technical matters:

address: ______________________
______________________
______________________
att. ______________________
telephone: ______________________
telefax: ______________________
eMail: ______________________
(II) for all legal and financial matters:

address: ______________________
______________________
______________________
att. ______________________
telephone: ______________________
telefax: ______________________
eMail: ______________________
In witness whereof the parties have executed this CONTRACT by their duly authorised representatives as follows:
Legal Topics:
Contracts LawTypes of ContractsConstruction Contracts
FOOTNOTES:
(n1)Footnote 1. Adopted by the Association of European Shipbuilders and Shiprepairers.
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42 of 129 DOCUMENTS

FORM No. 22-3 BIMCO STANDARD SHIP REPAIR CONTRACT

(REPAIRCON)n*
BIMCO; Reprinted with permission.
PART I
PART II
1. Definitions
"Additional Works" means all work, if any, in addition to or modification of the Specification Works
(including any changes required by changes in the rules of the Owners' regulatory bodies after the date of
the Contract), which are to be described on a Work Variation Form attached as Annex "B" hereto.
"Completion" means the completion of the Works.
"Contract Period" means the period (commencing on the first working day after the date of delivery)
agreed between the Parties as stated in Box 6 for the performance of the Specification as may be
amended as a consequence of Additional Works and/or Reductions and/or pursuant to Clause 8
(Disruptions).
"Contract Price" means the agreed price for the Specification Works as stated in Box 10, as may be
adjusted by the value of any Additional Works less any Reductions.
"Contractors" means the company stated in Box 3.

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"Contractors' Yard" means the premises of the Contractors stated in Box 5.
"Delivery" means delivery of the Vessel to the Contractors at the Contractors' Yard or elsewhere as may
have been agreed between the Parties.
"Owners" means the Owner stated in Box 2.
"Parties" means the Owners and the Contractors.
"Redelivery" means redelivery of the Vessel to the Owners at the Contractors' Yard or elsewhere as may
have been agreed between the Parties.
"Reductions" means all deletions, if any, to the Specification Works, which are to be recorded on a
Work Variation Form.
"Specification Works" means the work to be carried out under this Contract described in the
Specification attached as Annex "A" hereto.
"Sub-contractors" means all persons engaged by the Contractors to do work, supply materials or
equipment, or provide accommodation or services in connection with the Works.
"Tariff" means the rates agreed, if any, in Annex "C" attached hereto.
"Vessel" means the vessel described in Boxes 4 and 7. "Works" means the Specification Works, as may
be amended by any Additional Works and/or Reductions.
2. Performance and Approval of the Work
(a) Performance of Works
(i) The Contractors shall perform the Works in accordance with the provisions of this
Contract, the requirements of the Parties' regulatory bodies, and to the reasonable
satisfaction of the Owners.
(ii) The Works shall be performed in, accordance with best local practice and, unless
otherwise agreed, within normal working hours. Any overtime carried out by the
Contractors to complete:he Works within the Contract Period shall be for their account,
but any overtime carried out at the Owners' written request shall be subject to extra cost as
stated in Box 11.
(iii) The Contractors shall make all reasonable endeavors to perform Additional Works as
requested by the Owners and recorded in the Work Variation Form. The Contractors shall,
wherever possible, perform Additional Works within the Contract Period stated in Box 6.
However, where the Parties agree that Additional Works will extend, or Red fictions
shorten, the Contract Period, the increase or decrease in duration shall be recorded on a
Work Variation Form and the Redelivery Termination Date will automatically be
extended or shortened by the same period.
(iv) In the event of Additional Works or Reductions, the Contract Price shall big adjusted
by agreement between the Parties and recorded on a Work Variation Form. Where the
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Parties, agree to Reductions, the Owners shall be credited with the equivalent of the cost
saved as a result of such Reductions (see also Clause 5(a) (Price)).
(v) Should any of the specified materials or equipment not be available at the tine
required for use in the Vessel, the Contractors shall have the right to use other suitable
materials or equipment of equivalent standard in replacement thereof, subject to the
agreement of the Classification Society and the Owners, the latter's consent not to be
(b) Contractors' right to sub-contract
Subject to the Owners' right to object on reasonable grounds, the Contractors shall have the right to
employ sub-contactors to perform any works provided that the Contractors remain responsible for all of
their sub-contractors' actions.
In the event of such a sub-contract the Contractors shall remain liable for the due performance of their
obligations under this Contract.
(c) Approvals and Certificates
(i) The Contractors shall be responsible for obtaining and maintaining all necessary
approvals and certificates of whatsoever nature relating to the Works as required by the
Contractors' regulatory bodies. The Owners shall provide any reasonable assistance that
may be required in this respect.
(ii) The Owners shall be responsible for obtaining and maintaining any approvals or
certificates relating to the Vessel and the Works as required by the Owners' regulatory
bodies. The Contractors shall provide any reasonable assistance that may be required in
this respect.
3. Supervision and Owners' Work
(a) Owners' Representatives

(i) The supervision of the Works shall be carried out by the Owners' Representative(s) as
stated in Box 12 or such other person(s) as the Owners may from time to time appoint and
notify to the Contractors in writing. The Owners shall have at least one representative
present at the Contractors' Yard throughout the Works. The Owners' Representative(s)
shall be authorised to act on behalf of the Owners in respect of all matters relating to the
Contract, including but not limited to the approval of plans, drawings, calculations, and
documents, and agreeing and signing Work Variation Forms and invoices.
(ii) The Owners' Representative(s) shall at all times provide reasonable assistance to
facilitate timely and efficient completion of the Works.
(iii) The Vessel's Master shall be the Owners' Representative unless stated otherwise in
Box 12.
(iv) The Contractors shall, at their own expense, provide the Owners' Representative(s)
with reasonable office accommodation and facilities (including communication facilities)
as the Owners may reasonably require, provided the Owners shall bear the costs of all
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such communication expenses.
(v) The Contractors shall grant the Owners' Representatives) reasonable access to the
Contractors' workshops whenever work on the Vessel or parts of the Vessel is being
carried out and shall ensure such reasonable access to any other premises or site where
work is being carried out in connection with the Vessel.
(b) Owners' Work
Subject to prior written agreement with the Contractors, whose consent shall not be unreasonably
withheld, the Owners, or the Master and crew, or any sub-contractor employed or engaged by the
Owners, shall be entitled to carry out the Owners' own work on the Vessel, provided the Owners remain
responsible for all of their actions and such work does not interfere with or delay the Works.
4. Delivery, Redelivery and Acceptance of the Vessel
(a) Delivery
(i) The Vessel shall be delivered at a safe place nominated by the Contractors on the
Delivery Date stated in Box 8, safely afloat and, unless otherwise agreed, gas free and/or
inerted, free of cargo, slops, sludge, dirty ballast and of any substances in the structure of
the Vessel in way of the Works which are dangerous or harmful to health.
(ii) The Owners shall keep the Contractors promptly advised of any changes to the
Vessel's Delivery Date.
(iii) A Protocol of Delivery shall be signed by the Parties hereto confirming the time of
Delivery.
(b) Cancellation
(i) Contractors' Cancellation
If, for any reason, the Vessel is not delivered to the Contractors on or before 1500 hours
local time on the Cancellation Date stated in Box 9, the Contractors shall have the right,
exercisable no later than 1700 hours local time the same day, to cancel this Contract and
to recover any costs and expenses which they have reasonably incurred in the
performance of the Contract up to the date of cancellation (including sums payable to
Sub-contractors provided they were incurred with the Owners' prior written agreement) to
the extent that such sums are not otherwise excluded under this Contract, and thereafter
the Parties' obligations under this Contract shall be at an end.
(ii) Owners' Cancellation
If, for any reason, the Contractors fail to commence the Works in accordance with the
Specification within 48 hours of the date on which the Vessel is delivered in the condition
stipulated in Clause 4(a)(i) (Delivery), the Owners shall have the right to cancel this
Contract within 24 hours, whereupon the Owners shall be entitled to demand immediate
redelivery of the Vessel without compensation to the Contractors, and to recover (A) any
sums already paid to the Contractors together with interest at the rate stated in Box 17,
and (B) all other expenses which the Owners have reasonably incurred in connection with
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this Contract, to the extent that those sums are not otherwise excluded under this Contract,
but in any event excluding the Owners' cost of taking the Vessel to the Contractors' Yard,
and thereafter the Parties' obligations under this Contract shall be at an end.
(c) Redelivery
(i) Redelivery of the Vessel to the Owners shall take place within the Contract Period.
(ii) Without prejudice to Clause 7 (Guarantee),. such inspections, tests and/or trials as are necessary for
the purpose of determining whether the Vessel at Redelivery complies with the terms of this Contract
shall be carried out prior to Redelivery in the presence of the Owners' Representative (s). The
Contractors shall keep the Owners advised of progress and the expected dates for Redelivery and
Completion.
(iii) Defects and defaults in the performance of the Works, shall be listed in a protocol prepared by the
Parties. The Contractors shall at their cost rectify any such defects and defaults before Redelivery, unless
the Owners can agree that completion of certain of the Works can take place after Redelivery. (iv)
Without prejudice to the provisions of Clause 7 (Guarantee), at the date of Redelivery a Protocol of
Redelivery and Acceptance shall be signed between the Parties which shall identify any Works to be
completed after Redelivery.
5. Financial Provisions
(a) Price
(i) The Contract Price, as stated in Box 10, covers all items in the Specification Works
for which a fixed price has been agreed.
(ii) Where a fixed price has not been quoted for any item in the Specification Works
and/or Additional Works, the price shall be calculated by reference to the agreed Tariff, or
if there is no agreed Tariff, reasonable rates applying in the location of the Contractors'
Yard.
(b) Payment
(i) The Contract Price shall be payable by the Owners free of all taxes, bank charges,
exchange control regulations and in the currency stated in Box 10, in accordance with the
payment terms agreed in Box 14 or, if no such terms are agreed, at Redelivery.
(ii) Any part of the Contract Price due between Redelivery and Completion shall be
payable in accordance with the payment terms agreed in Box 14 or, in the absence of such
agreement, upon Completion.
(iii) If the payment terms agreed in Box 14 require interim payments prior to Redelivery
and the Owners fail to pay any such sums on the dates agreed, the Owners shall pay
interest at the rate stated in Box 17 on such outstanding sums. In the event that such sums
(together with accrued interest) are not paid within 3 working days of their due date, the
Contractors shall have the right to suspend work on this Contract without thereby
incurring liability to the Owners until payment of outstanding sums (including accrued
interest). The Contractors shall also have the right to recover from the Owners all direct
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and indirect costs arising from such suspension of work to the extent not otherwise
contractually excluded.
(iv) If the payment terms agreed in Box 14 require payments to be made after
Redelivery and the Owners fail to make any such payments, the Owners shall pay interest
at the rate stated in Box 17 and, failing payment of such outstanding sums (together with
accrued interest) within 3 working days of their due date, any other payment instalments
agreed to be payable at any later date shall become due immediately.
(c) Title to the Vessel
(i) Title to the Vessel shall remain at all times with the Owners.
(ii) Except as provided in Clause 5(c)(iii), the Contractors shall not permit nor suffer
any lien to be created on the Vessel as a consequence of their work or that of the
Sub-contractors.
(iii) The Contractors shall be entitled to exercise a lien on the Vessel for all sums due to
the Contractors on or before Redelivery.
6. Liquidated Damages, Liabilities and Indemnities
(a) Liquidated Damages
In the event that Redelivery is delayed beyond the Contract Period, the Contractors accept liability for
liquidated damages in the sums stated in Box 16 for each day of delay, subject to any maximum amount
stated in Box 16, and subject always to the Contractors' Total Liability as stated in Box 15(a).
(b) Liabilities
(i) Liability for Loss or Damage

(1) The Contractors shall only be liable to the Owners under this Contract when proven
loss or damage has been caused by the negligence, gross negligence or wilful default of
the Contractors or that of those for whom they are responsible.
(2) Except in the event of prior cancellation or termination, the Contractors' liabilities
arising out of or in connection with this Contract of whatsoever nature and howsoever
arising shall cease upon Redelivery or, if later, Completion, except as provided in Clause
7 (Guarantee) and Clause 11(e) (Intellectual Property).
(3) The Owners shall only be liable to the Contractors under this Contract when proven
loss or damage has been caused by the negligence, gross negligence or wilful default of
the Owners or that of those for whom they are responsible.
(4) Any tests, trials or movements of the Vessel shall be at the Owners' sole risk and
responsibility, and the Contractors shall not be under any liability whatsoever to the
Owners for any loss, damage or expense resulting from such tests, trials or movements;
unless caused by the intervention, act or omission of the Contractors.
(5) Except as provided in Clause 6(a) (Liquidated Damages), in no circumstances shall

Page 383
either party's liability to the other party include any sum in respect of loss of hire, profit,
use or business, or any similar direct, indirect or consequential loss, damage or expense
arising out of or in connection with this Contract.
(ii) Liability for Death or Personal Injury
Each party accepts responsibility and liability for the death or personal injury of its own personnel, and
the personnel of those entities for whom they are responsible under this Contract, irrespective of the
cause of death or personal injury, and whether or not caused by the negligence or gross negligence of the
other party, or those entities for whom the other party are responsible under this Contract. Each party
further agrees to indemnify and hold harmless the other party, as regards both liability and legal costs, in
the event that the aforesaid personnel or their dependants pursue claims for death or personal injury
against the party who is not responsible for them under this Contract.
(iii) Third Parties
(1) Each party agrees to indemnify the other party against all claims made against the
other party by third parties (being those individuals and entities for whom neither party is
responsible under this Contract) in any way related to this Contract, where such claims are
caused by, or to the extent that they are contributed to by the indemnifying party's
negligence, gross negligence or wilful default or that of those for whom it is responsible
under the terms of this Contract.
(2) The indemnifying party shall bear the expense of investigations and defences of all
claims against which the other party is indemnified under subclause (1) above and all
lawsuits arising therefrom including the legal costs of the indemnified party.
(iv) Contractual Limitation
(1) Except as provided in Clause 7 (Guarantee), the Contractors' liability arising out of
or in connection with this Contract shall be limited to the Contractors' Total Liability as
stated in Box 15(a).
(2) The Owners' liability arising out of or in connection with this Contract shall be
limited to the Owners' Total Liability as stated in Box 15(b).
(v) Employees. Servants. Agents and Sub-contractors
The limitations on each party's liability in this Clause 6(b) (Liabilities) shall also apply to the liability
of those for whom that party is responsible under this Contract. Each party further agrees that it will not,
and will ensure that those for whom it is responsible do not, circumvent the aforesaid limitations and
allocation of responsibility by taking legal proceedings against the employees, servants or agents of the
other party, and to this extent each party shall be deemed to be acting as agent or trustee on behalf of and
for the benefit of all such persons.
(c) Limitation
Nothing herein contained shall affect any right that the Parties may have to limit their liability under any statutory
enactment for the time being in force.
Page 384
7. Guarantee
(a) The guarantee shall apply to the Works performed and materials supplied by the Contractors and,
for the avoidance of doubt, by the Sub-contractors.
(b) Pursuant to the guarantee, the Contractors shall be responsible for repairing defects in materials,
equipment and workmanship existing at the time of Redelivery or, if later, Completion, provided always
that notice of complaint in respect of such defects is received in writing by the Contractors within the
number of months stated in Box 13 from the date of Completion.
(c) If the defect has led to damage to the Vessel or any part thereof, the repair obligation shall extend to
repair or renewal of the Vessel's part(s) that have been damaged as a direct consequence of the defect.
(d) In cases where the Contractors are liable for defects as provided in this Clause 7, the Owners shall
be entitled to have the work and the replaceni6nts carried out at any yard or workshop, other than the
Contractors' if, in the reasonable opinion of the Owners, such work and the replacements need to be
effected promptly and it is not practicable or cost effective for the Owners to bring the Vessel to the
Contractors' Yard. The Contractors' liability in such cases shall solely be to pay directly or reimburse the
actual cost incurred for such work and the replacements provided always that before committing the
Vessel to another yard or workshop the Owners shall:
(i) Notify the Contractors of their intention to do so and request such assistance as the
Contractor may be able to offer in order to minimise the cost;
(ii) Use reasonable endeavours to ensure that the cost does not exceed the cost of having
the same work carried out at the Contractors' Yard.
(e) In any case the Vessel shall be taken at the Owners' cost and responsibility to the place elected,
ready in all respects for the guarantee work to be commenced.
(f) When repairs or renewals are performed by the Contractors pursuant to this Clause 7, the
Contractors shall guarantee such repairs or renewals on the same terms as this Clause 7.
8. Disruptions
(a) The Contract Period shall be extended when any of the following events cause delay to the
Contractors' performance of the Works, provided always that the Contractors shall have complied with
Clause 8(b) hereunder and shall have made all reasonable efforts to avoid or minimise the effects such
events may have on the performance of the Works:
(i) Force Majeure events

(1) acts of God;
(2) any Government requisition, control, intervention, requirement or interference;
(3) any circumstances arising out of war, threatened act of war or warlike operations,
acts of terrorists or the consequences thereof;
(4) riots, civil commotions, blockades or embargoes;

Page 385
(5) epidemics;
(6) earthquakes, landslides, floods or other extraordinary weather conditions;
(7) strikes, lockouts or other industrial action, but only if of a general nature and not
limited to the Contractors and/or the Sub-contractors;
(8) fire, accident, explosion (whether in the Contractors' Yard or elsewhere) except
where caused by the proven negligence of the Contractors and/or the Sub-contractors.
(ii) Other events
(1) failure of the Owners and/or Owners' regulatory bodies to review/approve technical
information within a reasonable time;
(2) suspension of the Works pursuant to Clause 5(b)(iii) (Payment);
(3) failure of the Owners to deliver the Vessel in the condition stipulated in Clause
4(a)(i) (Delivery);
(4) breach of Clause 3(a)(ii) (Owners' Representatives);
(5) disruption of the Works in breach of Clause 3(b) (Owners' Work);
(6) late delivery of any items to be supplied by the Owners.
(b) The Contractors shall notify the Owners in writing within 2 working days of the occurrence of any event of delay,
on account of which the Contractors assert that they are entitled to claim an extension of the Contract Period. A failure
to so notify shall bar the Contractors from claiming any extension to the Contract Period. The Contractors shall also
advise the Owners in writing (A) within 2 working days of the ending of any event notified under this clause that the
event has ended, and (B) as soon as reasonably possible after (A), the length of extension of the Contract Period claimed
by the Contractors.
9. Termination
(a) Contractors' Default
The Owners shall be entitled to terminate the Contract by notice in writing to the Contractors in the
event that:
(i) the Contractors are deemed insolvent pursuant to Clause 9(c) (Deemed Insolvency);
or
(ii) without lawful excuse, the Contractors (A) fail to perform the Works or any
substantial part of them for a running period of at least 5 days, provided that thereafter the
Owners give the Contractors at least 2 days written notice of their intention to terminate
under this Clause 9(a), and within that period the Contractors fail to remedy their breach,
or (B) clearly indicate their intention not to perform the Contract; or
(iii) the Contractors fail to redeliver the Vessel in the condition required by the Contract
Page 386
by the Redelivery Termination Date stated in Box 19 (if any), as may be adjusted pursuant
to Clauses 2(a)(iii) and 8(a)(ii) (Other events); or
(iv) there is damage to the Vessel in the course of the Works for which the Contractors
are liable under the terms of the Contract and the reasonable estimated cost of repairing
such damage exceeds the Contractors' Total Liability.
Thereupon the Owners shall be obliged to pay any part of the Contract Price that relates to the Works
performed up to the date of termination. However, the Owners shall be entitled to set-off against which
payment (A) any sums payable pursuant to Clause 6(a), and (B) any losses and/ or claims not otherwise
excluded which they may suffer by reason of the termination. To the extent that (A) and (B) exceed the
Contractors' Total Liability, the Owners shall be discharged from their obligation to pay an equivalent
sum out of any unpaid part of the Contract Price. Thereafter, notwithstanding the provisions of Clause
5(c)(iii), the Owners shall have the right to remove the Vessel from the Contractors' Yard without
hindrance or interference by the Contractors or those for whom they are responsible.
(b) Owners' Default
The Contractors shall be entitled to terminate the Contract by notice in writing to the Owners in the
event that:
(i) the Owners are deemed insolvent pursuant to Clause 9(c) (Deemed Insolvency); or
(ii) without lawful excuse, the Owners (A) fail to pay any sums due under the Contract
for a period of 5 days provided that thereafter the Contractors give the Owners at least 2
days written notice of their intention to terminate under this Clause 9(b), and within that
period Owners fail to remedy the breach, or (B) clearly indicate their intention not to
perform the Contract; or
(iii) there is damage to the Contractors' property in the course of the Works for which
the Owners are liable under the terms of the Contract and the reasonably estimated cost of
repairing the damage exceeds the Owners' Total Liability.
Thereupon the Contractors shall be entitled to recover any unpaid part of the Contract Price that relates
to the Works performed up to the date of termination, together with (A) any losses they may suffer, or
liability to Subcontractors and others they may incur, by reason of the termination except as otherwise
excluded, and (B), pending payment of (A), their reasonable costs of accommodating the Vessel, but (A)
and (B) being subject always to Owners' Total Liability.
(c) Deemed Insolvency
Either party shall be deemed insolvent (the "Insolvent Party") if it (A) makes any voluntary
arrangement with its creditors or becomes subject to an administration order or goes into liquidation
(otherwise than for the purposes of amalgamation or reconstruction); or (B) an encumbrancer takes
possession of, or a receiver is appointed in respect of any of the Insolvent Party's property or assets; or
(C) the other party reasonably apprehends that any of the events mentioned in (A) or (B) above is about
to occur in relation to the Insolvent Party and, after notification to the Insolvent Party is not reasonably
satisfied as to its continuing creditworthiness and/or is not provided with suitable guarantees.
10. Insurance
Page 387
(a) Contractors' Insurances
The Contractors shall effect and maintain, at no cost to the Owners, ship repairers liability insurance
providing coverage for such loss and damage for which the Contractors may be held liable to the Owners
under this Contract and shall, at the Owners' request, make immediately available to the Owners copies
of insurance policies to provide evidence and details of cover.
(b) Owners' Insurances
The Owners shall effect and maintain, at no cost to the Contractors, Protection and Indemnity
Insurance, Hull and Machinery Insurance and War Risks Insurance and providing full coverage for such
loss and damage for which the Owners may be held liable to the Contractors under this Contract and
shall, at the Contractors' request make immediately available to the Contractors copies of insurance
policies to provide evidence and details of the cover.
11. Sundry Provisions
(a) Assignment
Neither party shall have the right to assign this Contract or any rights thereunder to a third party without
the written consent of the other party, which consent shall not be unreasonably withheld.
(b) Severance
If by reason of any enactment or judgment any provision of this Contract shall be deemed or held to be
illegal, void or unenforceable in whole or in part, all other provisions of this Contract shall be unaffected
thereby and shall remain in full force and effect.
(c) No Waiver
No failure or forbearance of either of the Parties to exercise any of their rights or remedies under this
Contract shall constitute a waiver thereof or prevent the Parties from subsequently exercising any such
rights or remedies in full.
(d) Entire Agreement
This Contract constitutes the entire agreement between the Parties and no promise, undertaking,
representation, warranty or statement by either party prior to the date of this Contract shall affect the
Contract nor shall any modification of this Contract be of any effect unless in writing signed by or on
behalf of the Parties.
(e) Intellectual Property
(i) The Contractors have ownership of drawings, casting patterns, data regarding
weights and volumes, information regarding prices and any other data which it has
prepared or produced in connection with this Contract. The Owners may at all times use
the same in subsequent work on the Vessel or sister vessels. Subject to payment of the
copying expenses, the Owners may require the Contractors to supply copies of this
material. The Contractors may not make any of this material available to third parties
Page 388
without the prior written consent of the Owners, such consent not to be unreasonably
withheld where disclosure is necessary for the completion of the Works.
(ii) The Owners shall ensure that the manufacturing and/or supplying according to
drawings, models or other instructions supplied by them shall not infringe any trade mark,
patent or similar rights of third parties. Should claims nevertheless be made against the
Contractors in this respect the Owners shall keep the Contractors indemnified against the
cost to the Contractors of such claims, including any legal costs incurred by them in
connection therewith.
(iii) Except as provided for in Clause 11(e)(ii), the Contractors hereby agree to
indemnify the Owners against the cost to the Owners of any claims, including legal costs
incurred by the Owners in connection therewith based on any alleged infringement of
trademarks, patents or any other protected rights, arising out of or in any way related to
the Contractors' performance of the Works.
(f) Scrap Materials
Scrap metal materials removed from the Vessel pursuant to the Works shall become the Contractors'
property except for propellors, tailshafts and heavy machinery parts.
* (a) This Contract shall be governed by and construed in accordance with English law and any dispute
with the Arbitration Act 1996 or any statutory modification or reenactment thereof save to the extent
In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other
sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small
Claims Procedure current at the time when the arbitration proceedings are commenced.
* (b) This Contract shall be governed by and construed in accordance with Title 9 of the United States
Page 389
Arbitrators, Inc.
In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other
sum as the parties may agree) the arbitration shall be conducted in accordance with the Shortened
Arbitration Procedure of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration
* (c) This Contract shall be governed by and construed in accordance with the laws of the place
(d) Notwithstanding 12(a), 12(b) or 12(c) above, the parties may agree at any time to refer to mediation
any difference and/or dispute arising out of or in connection with this Contract.
In the case of a dispute in respect of which arbitration has been commenced under 12(a), 12(b) or 12(c)
above, the following shall apply:
mediator.
(iii) If the other party does not agree to mediate, that fact may be brought to the
attention of the Tribunal and may be taken into account by the Tribunal when allocating
the costs of the arbitration as between the parties.
(iv) The mediation shall not affect the right of either party to seek such relief or take
such steps as it considers necessary to protect its interest.
arbitration.
(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear
its own costs incurred in the mediation and the parties shall share equally the mediator's
costs and expenses.
Page 390
(Note:
The parties should be aware that the mediation process may not necessarily interrupt time limits.)
(e) If Box 18 in Part I is not appropriately filled in, clause 12(a) of this Clause shall apply. Clause 12(d) shall apply in
all cases.
* Clauses 12(a), 12(b) and 12(c) are alternatives; indicate alternative agreed in Box 18.
(a) All notices given by either party or their agents to the other party or their agents in accordance with
the provisions of this Contract shall be in writing.
(b) For the purposes of this Contract, "in writing" shall mean any method of legible communication. A
notice may be given by any effective means including, but not limited to, cable, telex, fax, e-mail,
registered or recorded mail, or by personal service.
ANNEX "A" (SPECIFICATION)

BIMCO STANDARD SHIP REPAIR CONTRACT
CODE NAME: REPAIRCON
____________________
Note:
Annex "A" will either be the front sheet to whatever detailed technical specification has been developed
and agreed between the Parties, or will be a list identifying by date and description the various
documents and correspondence exchanged between the Parties which together comprise the
Specification.
ANNEX "B" (WORK VARIATION FORM)

____________________
ANNEX "C" (TARIFF RATES)

____________________
Legal Topics:
Page 391
Contracts LawTypes of ContractsGeneral Overview
FOOTNOTES:
(n1)Footnote *. BIMCO; Reprinted with permission.
Page 392
43 of 129 DOCUMENTS

FORM No. 22-4 BIMCO

STANDARD MINOR REPAIR WORK CONTRACT
(MINREPCON)n*
PART I
PART II
1. DEFINITIONS
1.1 "Owners" means the Owner stated in Box 2, represented by the Master.
1.2 "Contractors" means the individual or company stated in Box 3.
1.3 "Vessel" means the vessel described in Box 4.
1.4 "Contracted Works" means the contracted work as described in Box 5 and/or in
"Annex A" as attached to this Contract.
1.5 "Additional Works" means any agreed extra work in addition to the Contracted
Works.
1.6 "Works" means the Contracted Works and Additional Work as performed by the
Contractors or their sub-contractors.
Page 393
1.7 "Contract Price" means the agreed price for the Contracted Works as may be
adjusted for any Additional Works.
1.8 "Works Costs" means the cost of labour as per Box 9, materials and services ruling on
the date of this Contract.
1.9 "Completion" means the completion time/date stated in Box 7 or any later time/date
agreed as a consequence of Additional Works.
2. GENERAL TERMS
2.1 The Contract Price, if not stated as a lump sum in Box 10, shall be based on the
Works Costs or, if Box 10 states "Combined", as the stated lump sum plus the Works
Costs.
2.2 These conditions shall apply to all Works performed by the Contractors and no
alternative conditions whatsoever can be introduced except by mutual agreement in
writing.
2.3 The Works shall be performed in accordance with best local practice and to the
reasonable satisfaction of the Master.
2.4 The Contractors shall have the right to sub-contract some or all of the Works subject
to the Owners' agreement, which shall not be unreasonably withheld. In such event the
Contractors shall remain fully liable for the due performance of this Contract.
2.5 Responsibility for the Vessel's safety during the Works rests with the Master, unless
the Vessel is at the Contractors' premises. Safety responsibility covering the Works rests
always with the Contractors.
2.6 Save as provided in Clause 2.12, the Contractors' liability arising out of or in
connection with this Contract of whatsoever nature and howsoever arising shall cease at
Completion.
2.7 Any time lost due to acts of God; any Government requisition, control, intervention,
requirement or interference; any circumstances arising out of war, threatened act of war or
warlike operations, acts of terrorists or the consequences thereof; riots, civil commotions,
blockades or embargoes; epidemics; earthquakes, landslides, floods or other extraordinary
weather conditions; strikes, lockouts or other industrial action, but only if of a general
nature and not limited to the Contractors or their sub-contractors; or fire, accident,
explosion except where caused by the proven negligence of the Contractors or their
sub-contractors, shall be added to the completion date stated in Box 7.
2.8 Satisfactory completion of the Works will be confirmed by the agreed final work list
signed by both parties.
2.9 Payment of the agreed amount of final invoice is due as per the terms stated in Box
11. Where payment is due in accordance with the terms stated in Box 11 prior to sailing,
failure of the Owners to effect payment shall give the Contractors the right to exercise a
lien over the Vessel.
Page 394
2.10 The Owners shall have the right to use the crew or their own sub-contractors during
the Works, provided that their work does not interfere with the Works.
2.11 The Contractors shall rectify defective Works identified before the completion
time/date stated in Box 7, without any extra cost to the Owners. Prior to Completion
either party shall have the right to refer any dispute regarding the nature, extent and
method of such rectification to the Classification Society surveyor of the vessel, whose
advice/opinion on the matter will be final and binding on both parties.
2.12 If a guarantee period is agreed and stated in Box 8, the Contractors shall be
responsible for rectifying defective Works identified during the guarantee period. If
convenient to the Owners, the Contractors shall perform the remedial work; otherwise the
work shall be performed elsewhere at a reasonable cost to be reimbursed by the
Contractors to the Owners. Where reasonably practicable, the Owners shall provide notice
to allow the Contractors an opportunity to inspect defective Works before repair
elsewhere.
2.13 This Contract shall be governed by the law and subject to the jurisdiction of the
courts of the place stated in Box 1.
Legal Topics:
Contracts LawTypes of ContractsGeneral Overview
FOOTNOTES:
Page 395
44 of 129 DOCUMENTS

Chapter XXIII SHIP SALE CONTRACTS
2D-XXIII Benedict on Admiralty XXIII.syn
XXIII.syn Synopsis to Chapter XXIII: SHIP SALE CONTRACTS
FORM No. 23-1 NIPPONSALE 1993
Scope
FORM No. 23-1A The Documentary Committee of The Japan Shipping Exchange, Inc.
Scope
FORM No. 23-2 NORWEGIAN SALEFORM 1987
Scope
FORM No. 23-2A NORWEGIAN SALEFORM 1993
Scope
RECYCLING
Scope
FORM 23-4thru 23-5 [RESERVED]
FORM No. 23-6 BIMCO SALE
Scope
Page 396
45 of 129 DOCUMENTS

2D-XXIII Benedict on Admiralty FORM No. 23-1
FORM No. 23-1 NIPPONSALE 1993n1
Issued by the Documentary Committee of the Japan Shipping Exchange, Inc.
The Documentary Committee of The Japan Shipping Exchange, Inc.
Date ____________________
IT IS THIS DAY MUTUALLY AGREED between the Sellers mentioned in (i) below ("the Sellers") and the Buyers
mentioned in (ii) below ("the Buyers") that the Sellers shall sell and the Buyers shall buy the Vessel named in (iii)
below with particulars mentioned in (iv) - (viii) below ("the Vessel"), which has been accepted by the Buyers as a result
of their superficial inspection of the Vessel at ___________________ and examination of her Class Records, on the
following terms and conditions:
(i) Sellers: ______________________

______________________
(ii) Buyers: ______________________

______________________
(iii) Vessel's name: ______________________
(iv) Flag: ___________________
(v) Class: ___________________
(vi) Built (year and builder's name): ______________________
(vii) Gross register tonnage: ___________________

Page 397
(viii) Summer dead-weight tonnage: ___________________
1. PURCHASE PRICE
The Purchase Price of the Vessel shall be ______________________

______________________
2. PAYMENT
(a) As security for the fulfillment of this Agreement, the Buyers shall pay a deposit of ten (10) per cent
of the Purchase Money to a bank nominated by the Sellers within three (3) banking days from the date of
this Agreement, in the names of the Sellers and the Buyers, which shall be paid to the Sellers as a part of
the Purchase Money in the same manner as the ninety (90) per cent of the Purchase Money hereunder.
Any interest earned on the deposit shall be for the Buyers' account and any bank charges on the deposit
shall be borne equally by the Sellers and the Buyers.
(b) The Buyers shall remit the balance of the Purchase Money by telegraphic transfer to the said bank
immediately after the Notice of Readiness for Delivery is tendered by the Sellers as per clause 7 of this
Agreement. This balance shall be paid out to the Sellers together with the said ten (10) percent deposit
against the Protocol of Delivery and Acceptance being duly signed by the representatives of both parties
at the time of delivery of the Vessel.
3. DOCUMENTATION
At the time of delivery of the Vessel, the Sellers shall furnish the Buyers with the following documents:
(a) the Bill of Sale, duly attested by a Notary Public, specifying that the Vessel is free from all debts,
encumbrances and maritime liens,
(b) a letter from the Sellers undertaking to supply a Deletion Certificate from the ___________________
Registry promptly after the Vessel's delivery, and
(c) such other documents as may be mutually agreed.
Closing and exchange of documents shall take place at ______________________
4. DELIVERY PLACE AND TIME
(a) The Sellers shall deliver the Vessel to the Buyers at / in ___________________ not before
___________________, and not later than ___________________ ("the cancelling date").
(b) In the event the Sellers fail to make the Vessel ready for delivery on or before the cancelling date, the
Buyers shall have the option of maintaining or cancelling this Agreement, provided such option shall be
declared in writing within forty-eight (48) hours (Saturdays, Sundays and Holidays excepted) from the
cancelling date. However, any delay not exceeding thirty (30) days caused by force majeure and/or by
repairs in order to pass the inspection under clause 6 of this Agreement shall be accepted by the Buyers.
(c) The Sellers shall keep the Buyers informed of the Vessel's itinerary and give the Buyers thirty (30) /
fifteen (15) / seven (7) / three (3) days notice of approximate expected place and date of readiness for
delivery.
Page 398
5. DELIVERY CONDITION
The Sellers shall deliver to the Buyers the Vessel substantially in the same condition as when the Vessel was inspected
by the Buyers at the place mentioned in the preamble, fair wear and tear excepted, but free from outstanding
recommendations and average damage affecting her present class with all her class, national and international trading
certificates clean and valid at the time of delivery.
6. DRYDOCKING
For the inspection by the Classification Society mentioned in (v) of the preamble of the Vessel's bottom and other
underwater parts below the summer load line ("bottom and other underwater parts"), the Sellers shall place the Vessel in
drydock at the port of delivery or near thereto prior to delivery.
lf the rudder, propeller, bottom or other underwater parts be found broken, damaged or defective so as to affect the
Vessel's clean certificate of class, the same shall be made good at the Sellers' expense to the Classification Society's
satisfaction so as to retain the Vessel's class without qualification.
While the Vessel is in drydock and if required by the Buyers or the Classification Society's surveyor, the tail-end shaft
shall be drawn, and should the same be condemned or found defective so as to affect the Vessel's clean certificate of
class, it shall be renewed or made good at the Sellers' expense to the Classification Society's satisfaction so as to retain
the Vessel's class without qualification.
The cost of drawing and replacing the tail-end shaft shall be borne by the Buyers unless the Classification Society
requires the tail-end shaft to be drawn, made good or renewed.
The expense of putting the vessel in and taking her out of drydock and the drydock dues including the fee of the
Classification Society's surveyor shall be paid by the Buyers unless the rudder, propeller, bottom, other underwater parts
or tail-end shaft be found broken, damaged or defective as aforesaid, in which event the Sellers shall pay these
expenses.
The Sellers shall pay all costs of transporting the Vessel to the drydock and from the drydock to the place of delivery.
7. NOTICE OF READINESS AND LIQUIDATED DAMAGES
When the Vessel has been approved by the Classification Society's surveyor following the inspection stipulated in the
preceding clause, the Vessel shall be deemed ready for delivery and thereupon the Sellers shall tender to the Buyers a
notice of readiness for delivery.
The Buyers shall take over the Vessel within three (3) banking days from the day of the receipt of such notice inclusive.
In the event of the Buyers not taking delivery of the Vessel within the period specified above, the Buyers shall pay to
the Sellers the sum of ___________________ per day as liquidated damages, but such detention shall not exceed ten
(10) days.
8. FORCE MAJEURE
Should the Vessel become an actual or constructive total loss before delivery or not be able to be delivered through
outbreak of war, political reasons, restraint of Governments, Princes or People, or any other cause which either party
hereto cannot prevent, this Agreement shall be deemed to be null and void, and the deposit shall at once be returned in
full to the Buyers.
Page 399
9. ALLOCATION OF RISK
The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is delivered to the Buyers,
and after the delivery of the Vessel in accordance with this Agreement the Sellers shall have no responsibility for any
possible fault or deficiency of any description.
10. BELONGINGS AND BUNKERS
The Sellers shall deliver to the Buyers the Vessel with everything belonging to her at the time of the superficial
inspection mentioned in the preamble including all spare parts, stores and equipment, on board or on shore, used or
unused, except such things as are in the normal course of operations used during the period between the superficial
inspection and delivery. Forwarding charges, if any, shall be for the Buyers' account.
The Buyers shall take over and pay the Sellers for remaining bunkers and unused lubricating oils at last purchased
prices evidenced by supporting vouchers. Payment under this clause shall be made on or prior to delivery of the Vessel
in the same currency as the Purchase Money.
The Sellers shall provide an inventory list for the Buyers at the time of delivery.
11. EXCLUSIONS FROM THE SALE
The Sellers have the right to take ashore crockery, plate, cutlery, linen and other articles bearing the Sellers' flag or
name, provided they substitute for the same an adequate number of similar unmarked items. Books, cassettes and forms
etc., exclusively for use on the Sellers' vessels, shall be taken ashore before delivery.
Personal effects of the Master, Officers and Crew including slop chest, and hired equipment, if any, are excluded from
this sale and shall be removed by the Sellers prior to delivery of the Vessel.
12. CHANGE OF NAME ETC.
The Buyers undertake to change the name of the Vessel and alter the funnel markings upon delivery of the Vessel.
13. ENCUMBRANCES ETC.
The Sellers shall deliver to the Buyers the Vessel free from all debts, encumbrances and maritime liens.
The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel in
respect of liabilities incurred prior to the time of delivery.
14. DEFAULT AND COMPENSATION
Should the Buyers fail to fulfil this Agreement, the Sellers have the right to cancel the Agreement, in which case the
deposit shall be forfeited to the Sellers. If the deposit does not cover the Sellers' loss caused by the Buyers'
non-fulfillment of this Agreement, the Sellers shall be entitled to claim further compensation from the Buyers for any
loss and for alI expenses.
If the Sellers should default in the delivery of the Vessel with everything belonging to her in the manner and within the
time herein specified, the deposit shall at once be returned to the Buyers and in addition the Sellers shall, when such
default is due to their negligent or intentional acts or omissions, make due compensation for loss caused by their
non-fulfilment of this Agreement.
Page 400
15. ARBITRATION
Any dispute arising out of this Agreement shall be submitted to arbitration held in Tokyo by thc Tokyo Maritime
Arbitration Commission ("TOMAC") of The Japan Shipping Exchange, Inc. in accordance with the Rules of TOMAC
and any amendments thereto, and the award given by the arbitrators shall be final and binding on both parties.
The additional clauses from 16 to ___________________ shall be deemed to be fully incorporated in this Agreement.
IN WITNESS WHEREOF the Sellers and the Buyers have signed and executed TWO COPIES of this Agreement the
day and year first above written.
THE SELLERS
THE BUYERS
______________________
______________________
By:
By:
Title:
Title:
Legal Topics:
Contracts LawSales of GoodsForm, Formation & ReadjustmentGeneral Overview
FOOTNOTES:
(n1)Footnote 1. Issued by the Documentary Committee of the Japan Shipping Exchange, Inc.
Page 401
46 of 129 DOCUMENTS

2D-XXIII Benedict on Admiralty FORM No. 23-1A
FORM No. 23-1A The Documentary Committee of The Japan Shipping Exchange, Inc.
MEMORANDUM OF AGREEMENT
Code Name: NIPPONSALE 1999
(Part I)
(Part II)
IT IS THIS DAY MUTUALLY AGREED between the, Seller's referred to in Box I ("the Sellers") and the Buyers
referred to in Box 2 ("the Buyers") that the Sellers shall sell and the Buyers shall buy the Vessel named in Box 3 with
particulars as referred to in Boxes 4-8 ("the Vessel"), which has been accepted by the Buyers following their superficial
inspection of the Vessel and examination of her class records as referred to in Boxes 9 and 10 respectively on the
following term and conditions.
1. PURCHASE PRICE
The purchase price of the Vessel ("the Purchase Price") shall be as stated in Box 11.
2. PAYMENT
(a) As security for the fulfilment of this Agreement, the Buyers shall remit a deposit of ten (10) percent of the Purchase
Price ("the Deposit") to a bank nominated by the Sellers within three (3) banking days (being days on which banks are
open for the transaction of business in the place stated in Box 15 ("Banking Days")), from the date of this Agreement, in
the names of both the Sellers and the Buyers. Any interest earned on the Deposit shall be credited to the Buyers. Bank
Page 402
charges on the Deposit shall be borne equally by the Sellers and the Buyers. The Deposit shall be paid to the Sellers as a
part of the Purchase Price in the same manner as the balance of the ninety (90) per cent of the Purchase Price as
provided for hereunder.
(b) The Buyers shall remit the balance of the Purchase Price by telegraphic transfer to the said bank immediately after
the Notice of Readiness for Delivery is tendered by the Sellers as per clause 7 of this Agreement. The balance shall be
paid to the Sellers together with the Deposit against the Protocol of Delivery and Acceptance being duly signed by a
representative of each party at the time of delivery of the vessel.
3. DOCUMENTATION
(a) At the time of delivery of the Vessel, the Sellers shall provide the Buyers with the following documents:
(i) the Bill of Sale, duly notarized by a Notary Public, specifying that the Vessel is free from all debts,
encumbrances, mortgages and maritime liens; and
(ii) a letter from the Sellers undertaking to supply a Deletion Certificate from the Registry stated in Box
4 as soon as practicable after the Vessel's delivery; and
(iii) such other documents as my be mutually agreed.
(b) Upon delivery the Buyers and the Sellers shall execute and exchange a Protocol of Delivery and Acceptance,
thereby, confirming the date and time of delivery of the Vessel.
(c) Closing shall take place at the place stated in Box 12.
4. DELIVERY PLACE AND TIME
(a) The Sellers shall ensure that the Vessel is ready for delivery within the Delivery Range stated in Box 13 not before
and not later than the dates stated in Box 14, the latter date being the Cancelling Date.
(b) The Sellers shall keep the Buyers informed of the Vessel's itinerary and give the Buyers thirty (30), fifteen (15),
seven (7) and three (3) days notice of the expected date and place of readiness for delivery.
(c) In the event that the Vessel is not ready for delivery on or before the Cancelling Date, the Buyers shall have the
option of cancelling this Agreement, provided such option shall be exercised in writing within two (2) Working Days
(which shall be the days not falling on Saturdays, Sundays, or Public holidays in the place stated in Box 15) from the
Cancelling Date. However, if the failure to deliver the Vessel is caused by any event over which the Sellers have no
control, then the Cancelling Date shall be extended by the corresponding time lost due to such event but in no case shall
such extension be for a period of more than thirty (30) days.
(d) In the event the Buyers do not elect to exercise the option to cancel this Agreement in accordance with sub-clause
(c) above, they shall have the right to designate a new date for delivery of the Vessel, provided such right is exercised in
writing within two (2) Working Days from the Cancelling Date, and such designated date shall be the new Cancelling
Date as if stated in Box 14. However if no new Cancelling Date is designated by the Buyers in accordance with this
sub-clause there shall be no further Cancelling Date and the Sellers shall deliver the Vessel as soon as practicable.
(e) Notwithstanding the exercise of due diligence by them, if the Sellers anticipate that the Vessel will not be ready for
delivery by the Cancelling Date, (whether it be the first agreed Cancelling Date or any subsequent Cancelling Date as
provided for in sub-clause (d) above), then the Sellers may notify the Buyers in writing stating the date when they
Page 403
anticipate that the Vessel will be ready for delivery and proposing that that date shall be the new Cancelling Date. Upon
receipt of such notification the Buyers shall have the option to cancel this Agreement, provided such option is exercised
in writing within two (2) Working Days from the receipt of the aforesaid notification from the Sellers. If the Buyers do
not exercise the option to cancel the Agreement, the date proposed by the Sellers shall be the new Cancelling Date as if
stated in Box 14.
5. DELIVERY CONDITION
(a) The Sellers shall deliver the Vessel to the Buyers in substantially the same condition as when the Vessel was
inspected by the Buyers at the place stated in Box 9, fair wear and tear excepted, but free from outstanding
recommendations and average damage affecting her present class and with all her class, national and international
trading certificates clean and valid at the time of delivery.
(b) Upon the Vessel being delivered to and accepted by the Buyers in accordance with this Agreement the Sellers shall
have no liability whatsoever for any fault or deficiency in their description of the Vessel or for any defects in the Vessel
regardless of whether such defect was apparent or latent at the time of delivery.
6. UNDERWATER INSPECTION
(a) The Sellers may deliver the Vessel without drydocking, subject to the following provisions.
(b) Prior to delivery of the Vessel the Buyers shall have the right to have divers approved by a classification society
referred to in Box 5 ("the Classification Society"), carry out an inspection of the Vessel's underwater parts below the
summer load line in the presence of a surveyor of the Classification Society arranged by the Sellers. Such inspection is
to be at the Buyers' arrangement, risk and expense and is not to interfere with the Vessel's operation and delivery
schedule.
(c) The Buyers shall give a written notice of their intention to have an underwater inspection carried out within two (2)
days from the receipt of the seven (7) days notice stipulated in sub-clause (b) of Clause 4. If the Buyers fail to give such
a written notice within two (2) days, they shall lose their right to have an underwater inspection.
(d) Upon receipt of the Buyers' notice the Sellers shall arrange with the Classification Society to carry out an
underwater inspection. The cost of the underwater inspection shall be borne by the Buyers unless damage affecting the
class is found, in which case the Sellers shall bear the cost.
(e) Should any damage affecting the class be found by such divers' inspection the following shall apply:
(i) where the damage is of such nature that repairs are not required prior to the next scheduled
drydocking by the Classification Society, then the Sellers and the Buyers shall each select a reputable
shipyard in the Delivery Range stated in Box 13 or near thereto and obtain from such shipyard a
quotation for the cost of repairs of the damage. Each quotation is to be for the direct repair costs of the
damage only and is not to include the cost of dockage and general service expenses. The Sellers shall
then have the option to either repair the damage prior to delivery of the Vessel or deliver the Vessel
without the damage being repaired with a reduction from the Purchase Price of the estimated cost of
repairs. The estimated cost of repairs shall be defined as the average of the two quotations obtained from
the two shipyards;
(ii) where the damage is of such nature that repairs are required prior to the next scheduled drydocking
by the Classification Society, then the Sellers shall repair the damage at their cost and expense and to the
Classification Society's satisfaction.
Page 404
(f) In the event that the Vessel is drydocked to effect repairs of damage in accordance with sub-clause (e) hereof, the
Sellers shall have the right to designate the drydock place as the new delivery place if such drydock place is within the
Delivery Range stated in Box 13. In such event the Buyers shall have the right to clean and paint the underwater parts of
the Vessel at their risk and expense and without interfering with the work of the Sellers and a surveyor of the
Classification Society and without affecting the Vessel's delivery schedule. However if the Buyers' work in drydock is
still in progress when the Sellers have completed their work, then the additional docking period necessary for
completing such work shall be at the Buyers' risk and expense, in which event the Sellers shall have the right to tender a
Notice of Readiness for Delivery on or after completion of their work.
(g) If repairs are required in accordance with sub-clause (e) hereof, then the Cancelling Date shall be extended by the
corresponding time lost to effect such repairs provided that such extension shall not in any event exceed thirty (30)
days.
7. NOTICE OF READINESS AND LIQUIDATED DAMAGES
(a) When the Vessel becomes ready for delivery, the Sellers shall tender to the Buyers a Notice of Readiness for
Delivery.
(b) The Buyers shall take over the Vessel within three (3) Banking Days from the day of receipt of such Notice of
Readiness for Delivery.
(c) In the event the Buyers do not take delivery of the Vessel within the period specified above, the Buyers shall pay to
the Sellers for each day of the delay up to the tenth (10[th]) day of the delay the liquidated damages as stated in Box 16.
If the delay exceeds ten (10) days then the Sellers shall have the right to cancel this Agreement and claim damages for
their losses flowing therefrom.
8. TOTAL LOSS AND FORCE MAJEURE
Should, before delivery, the Vessel become an actual, constructive or compromised total loss (not being a result of an
act or omission of the Sellers committed with the intent to cause such total loss or recklessly and with knowledge that
such total loss would probably result therefrom), or should the Vessel not be able to be delivered before the Cancelling
Date through the outbreak of war, the restraint of Governments, Princes or People, political reasons or any other cause
over which the Sellers have no control, then this Agreement shall be null and void and neither party shall be liable to the
other. In such event the Deposit together with interest accrued thereon, if any, shall be immediately released in full to
the Buyers.
9. TRANSFER OF TITLE AND RISK
Title and risk to the Vessel, together with everything belonging to her, shall pass to the Buyers upon both payment of
the Purchase Price and delivery of the Vessel having occurred. Delivery of the Vessel shall be deemed to take place at
the date and time specified in the Protocol of Delivery and Acceptance.
10. BELONGINGS AND BUNKERS
The Sellers shall deliver to the Buyers the Vessel with everything belonging to her at the time of the superficial
inspection referred to in the Box 9 including all spare parts, stores and equipment, on board or on shore, used or unused,
except such things as are in the normal course of operations used during the period between the superficial inspection
and delivery. The Sellers shall provide the Buyers with an inventory list at the time of delivery. Forwarding charges, if
any, shall be for the Buyers' account. The Buyers shall take over and pay the Sellers for the remaining bunkers, and
unused lubricating oils at the last purchased prices evidenced by supporting vouchers. Payment under this clause shall
Page 405
be made on or prior to delivery of the Vessel in the same currency as the Purchase Price.
11. EXCLUSION FROM THE SALE
The Sellers have the right to take ashore all crockery, cutlery, linen and other articles bearing the Sellers' flag or name,
provided the Sellers substitute the same for an equivalent number and type of similar unmarked items. Books, cassettes
and forms, etc., exclusively for use by the Sellers on the Vessel, shall be taken ashore before delivery. Personal effects
of the Master, Officers and Crew including slop chest and hired equipment, if any, are excluded from this sale and shall
be removed by the Sellers prior to the delivery of the Vessel.
12. CHANGE OF NAME, ETC.
The Buyers undertake to change the name of the Vessel and alter the funnel markings upon delivery of the Vessel.
13. ENCUMBRANCES, ETC.
The Sellers shall deliver to the Buyers the Vessel free from all debts, encumbrances, mortgages and maritime liens. The
Sellers hereby undertake to indemnify the Buyers against all claims of whatever nature made against the Vessel in
respect of liabilities incurred prior to the time of delivery.
14. DEFAULT AND COMPENSATION
(a) Should the Buyers default in the payment of the Deposit or the balance of the Purchase Price in the manner and
within the time herein specified, or the Buyers otherwise fail to perform their obligations under this Agreement and
such failure is not remedied within seven (7) days following receipt of a notice of default from the Sellers to the Buyers,
then the Sellers shall have the right to cancel this Agreement. In such event the Deposit if already paid, together with
interest accrued thereon, if any, shall be forfeited to the Sellers. If the Deposit has not yet been paid the Sellers shall
have the right to receive the amount equivalent to the Deposit from the Buyers. If the Deposit or the amount equivalent
to the Deposit does not cover the Sellers' losses, the Sellers shall have the right to claim further compensation from the
Buyers to recover such losses.
(b) Should the Sellers default in the delivery of the Vessel with everything belonging to her in the manner and within
the time herein specified or the Sellers otherwise fail to perform their obligations under this Agreement and such failure
is not remedied within seven (7) days following receipt of a notice of default from the Buyers to the Sellers, then the
Buyers shall have the right to cancel this Agreement. In such event the Buyers shall have the right to be paid the amount
equivalent to the Deposit by the Sellers and the Deposit, if already paid, together with interest accrued thereon, if any,
shall be released to the Buyers. If the amount equivalent to the Deposit does not cover the Buyers' losses the Buyers
shall have the right to claim further compensation from the Sellers to recover such losses.
15. ARBITRATION
Any and all disputes arising out of or in connection with this Agreement shall be submitted to arbitration held in Tokyo
at the Tokyo Maritime Arbitration Commission ("TOMAC") of The Japan Shipping Exchange, Inc. in accordance with
the Rules of TOMAC and any amendments thereto, and the award given by the arbitrators shall be final and binding on
both parties.
Legal Topics:
Page 406
47 of 129 DOCUMENTS

FORM No. 23-2 NORWEGIAN SALEFORM 1987n1
Norwegian Shipbrokers' Assoc. Issued by Norwegian Shipbrokers' Assoc.
Memorandum of Agreement
Dated:
hereinafter called the Sellers, have today sold, and
hereinafter called the Buyers, have today bought

Classification:
Built: by:
Flag: Place of Registration:
Call sign: Register tonnage:
Register number:
on the following conditions:
1. Price
Price:
2. Deposit
As a security for the correct fulfillment of this contract, the Buyers shall pay a deposit of 10%--ten percent--of the
Purchase Money within banking days from the date of this agreement. This amount shall be deposited with and held by
Page 407
them in a joint account for the Sellers and the Buyers. Interest, if any, to be credited the Buyers. Any fee charged for
holding said deposit shall be borne equally by the Sellers and the Buyers.
3. Payment
The said Purchase Money shall be paid free of bank charges to on delivery of the vessel, but not later than three banking
days after the vessel is ready for delivery and written or telexed notice thereof has been given to the Buyers by the
Sellers.
4. Inspections
The Buyers shall have the right to inspect the vessel's classification records and declare whether same are accepted or
not within
The Sellers shall provide for inspection of the vessel at/in
The Buyers shall undertake the inspection without undue delay to the vessel. Should the Buyers cause such delay, they
shall compensate the Sellers for the losses thereby incurred.
The Buyers shall inspect the vessel afloat without opening up and without cost to the Sellers. During the inspection, the
vessel's log books for engine and deck shall be made available for the Buyer's examination. If the vessel is accepted
after such afloat inspection, the purchase shall become definite--except for other possible subjects in this
contract--provided the Sellers receive written or telexed notice from the Buyers within 48 hours after completion of
such afloat inspection. Should notice of acceptance of the vessel's classification records and of the vessel not be
received by the Sellers as aforesaid, the deposit shall immediately be released, whereafter this contract shall be
considered null and void.
5. Place and time of delivery
The vessel shall be delivered and taken over at/in
Expected time of delivery:
Date of cancelling (see clause 14):
The Sellers shall keep the Buyers well posted about the vessel's itinerary and estimated time and place of drydocking.
Should the vessel become a total or constructive total loss before delivery the deposit shall immediately be released to
the Buyers and the contract thereafter considered null and void.
6. Drydocking
In connection with the delivery the Sellers shall place the vessel in drydock at the port of delivery for inspection by the
Classification Society of the botton and other underwater parts below the Summer Load Line. If the rudder, propeller,
bottom or other underwater parts below the Summer Load Line be found broken, damaged or defective, so as to affect
the vessel's clean certificate of class, such defects shall be made good at the Sellers' expense to n2 satisfaction without
qualification on such underwater parts. n3
Whilst the vessel is in drydock, and if required by the Buyers or the representative of the Classification Society, the
Sellers shall arrange to have the tail-end shaft drawn. Should same be condemned or found defective so as to affect the
vessel's clean certificate of class, it shall be renewed or made good at Seller's expense to the Classification Society's
Page 408
satisfaction without qualification.
The expenses of drawing and replacing the tail-end shaft shall be born by the Buyers unless the Classification Society
requires the tail-end shaft to be drawn (whether damaged or not), renewed or made good in which event the Sellers pay
these expenses.
The expenses in connection with putting the vessel in and taking her out of drydock, including drydock dues and the
Classification Surveyor's fees shall be paid by the Sellers if the rudder, propeller, bottom, other underwater parts below
the Summer Load Line or the tail-end shaft be found broker, damaged or defective as aforesaid or if the Classification
Society requires the tail-end shaft to be drawn (whether damaged or not). In all other cases the Buyers shall pay the
aforesaid expenses, dues, and fees.
During the above mentioned inspections by the Classification Society the Buyers' representative shall have the right to
be present in the drydock but without interfering with the Classification Surveyor's decisions.
The Sellers shall bring the vessel to the drydock and from the drydock to the place of delivery at their own expense.
7. Spares/bunkers etc.
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), if any, belonging to the vessel at
the time of inspection, used or unused, whether on board or not shall become the Buyers' property, but spares on order
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) 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 same is the property of the Sellers.
The Sellers have the right to take ashore crockery, plate, cutlery, linen and other articles bearing the Sellers' flag or
name, provided they replace same with similar unmarked items. Library, forms, etc., exclusively for use in the Sellers'
vessels, shall be excluded without compensation. Captain's Officers' and Crew's personal belongings including slope
chest to be excluded from the sale, as well as the following additional items:
The Buyers shall take over remaining bunkers, unused lubricating oils and unused stores and provisions and pay the
current market price at the port and date of delivery of the vessel.
Payment under this clause shall be made at the same time and place and in the same currency as the Purchase Money.
8. Documentation
In exchange for payment of the Purchase Money the Sellers shall furnish the Buyers with legal Bill of Sale of the said
vessel free from all encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and
legalized by the consul together with a certificate stating that the vessel is free from registered encumbrances. On
delivery of the vessel the Sellers shall provide for the deletion of the vessel from the Registry of Vessels and deliver a
certificate of deletion to the Buyers. The deposit shall be placed at the disposal of the Sellers as well as the balance of
the Purchase Money, which shall be paid as agreed together with payment for items mentioned in clause 7 above.
The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates as well as all plans etc. which
are onboard the vessel. Other technical documentation which may be in the Seller' possession shall promptly upon the
Buyers' instructions be forwarded to the Buyers. The Sellers may keep the log books, but the Buyers to have the right to
take copies of same.
Page 409
9. Encumbrances
The Sellers warrant that the vessel, at the time of delivery, is free from all encumbrances and maritime liens or any other
debts whatsoever. Should any claims which have been incurred prior to the time of delivery be made against the vessel,
the Sellers hereby undertake to indemnify the Buyers against all consequences of such claims.
10. Taxes etc.
Any taxes, fees and expenses connected with the purchase and registration under the Buyers' flag shall be for the
Buyers' account, whereas similar charges connected with the closing of the Sellers' register shall be for the Sellers'
account.
11. Condition on delivery
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 conditions of this contract, she shall be delivered and taken over as she is at the time of inspection, fair
wear and tear expected.
However, the vessel shall be delivered with present class free of recommendations. The Sellers shall notify the
Classification Society of any matters coming to their knowledge prior to delivery which upon being reported to the
Classification Society would lead to the withdrawal of the vessel's class or to the imposition of a recommendation
relating to her class.
12. Name/markings
Upon delivery the Buyers undertake to change the name of the vessel and alter funnel markings.
13. Buyer' default
Should the deposit not be paid as aforesaid, the Sellers have the right to cancel this contract, and they shall be entitled to
claim compensation for their losses and for all expenses incurred together with interest at the rate of 12% per annum.
Should the Purchase Money not be paid as aforesaid, the Sellers have the right to cancel this contract, in which case the
amount deposited together with interest earned, if any, shall be forfeited to the Sellers. If the deposit does not cover the
Sellers' losses, they shall be entitled to claim further compensation for their losses and for all expenses together with
interest at the rate of 12% per annum.
14. Sellers' default
If the Sellers fail to execute a legal transfer or to deliver the vessel with everything belonging to her in the manner and
within the time specified in line 38, n* the Buyers shall have the right to cancel this contract in which case the deposit in
full shall be returned to the Buyers together with interest at the rate of 12% per annum. The Sellers shall make due
compensation for the losses caused to the Buyers by failure to execute a legal transfer or to deliver the vessel in the
manner and within the time specified in line 38,* if such are due to the proven negligence of the Sellers.
15. Arbitration
If any dispute should arise in connection with the interpretation and fulfilment of this contract, same shall be decided by
arbitration in the city of n4 and shall be referred to a single Arbitrator to be appointed by the parties hereto. If the parties
cannot agree upon the appointment of the single Arbitrator, the dispute shall be settled by three Arbitrators, each party
appointing one Arbitrator, the third being appointed by n5
Page 410
If either of the appointed Arbitrators refuses or is incapable of acting, the party who appointed him, shall appoint a new
Arbitrator in his place.
If one of the parties fails to appoint an Arbitrator--either originally or by way of substitution--for two weeks after the
other party having appointed his Arbitrator has sent the party making default notice by mail, cable or telex to make the
appointment, the party appointing the third Arbitrator shall, after application from the party having appointed his
Arbitrator, also appoint an Arbitrator on behalf of the party making default.
The award rendered by the Arbitration Court shall be final and binding upon the parties and may if necessary be
enforced by the Court or any other competent authority in the same manner as a judgment in the Court of Justice.
This contract shall be subject to the law of the country agreed as place of arbitration.
Legal Topics:
FOOTNOTES:
(n1)Footnote 1. Norwegian Shipbrokers' Assoc. Issued by Norwegian Shipbrokers' Assoc.
(n2)Footnote 2. The name of the Classification Society to be inserted.
(n3)Footnote 3. Notes, if any, in the Surveyor's report which are accepted by the Classification Society without
qualifications are not to be taken into account.
(n4)Footnote *. The Date of cancelling.
(n5)Footnote 4. The place of arbitration to be inserted. If this line is not filled in, it is understood that arbitration
will take place in London in accordance with English law.
(n6)Footnote 5. If this line is not filled in it is understood that the third Arbitrator shall be appointed by the London
Maritime Arbitrators in London.
Page 411
48 of 129 DOCUMENTS

FORM No. 23-2A NORWEGIAN SALEFORM 1993
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships
SALEFORM 1993
Revised 1966, 1983 and 1986/87
MEMORANDUM OF AGREEMENT
Dated: ___________________
hereinafter called the Sellers, have agreed to sell, and ______________________
hereinafter called the Buyers, have agreed to buy ______________________
Name: ______________________
Classification Society/Class: ______________________

Built: ___________________ By: ___________________
Flag: ___________________ Place of Registration:
___________________
Call Sign: ___________________ Grt/Nrt: ___________________
Page 412
Register Number:
___________________
hereinafter called the Vessel, on the following terms and conditions:
Definitions
"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.
"In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter,
telex, telefax or other modern form of written communication.
"Classification Society" or "Class" means the Society referred to in line 4.
1. Purchase Price.
2. Deposit. As security for the correct fulfillment of this Agreement the Buyers shall pay a deposit of 10% (ten per
cent) ot the Purchase Price within ____________________ banking days from the date of this Agreement. This deposit
shall be placed with ___________________ and held by them in a joint account for the Sellers and the Buyers, to be
released in accordance with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the
Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers the Buyers.
3. Payment. The said Purchase Price shall be paid in full free of bank charges to ___________________ on delivery of
the Vessel, but not later than 3 banking days after the Vessel is in every respect 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.
4. Inspections. a)* The Buyers have inspected and accepted the Vessel's classification records. The Buyers have also
inspected the Vessel at/in ____________________ on ____________________ and have accepted the Vessel following
this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.
b)* The Buyers shall have the right to inspect the Vessel's classification records and declare whether same are accepted
or not within ______________________.
The Sellers shall provide for inspection of the Vessel at/in ______________________.
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.
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.
* 4 a) and 4 b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4 a) to
Page 413
apply.
5. Notices, time and place of delivery. a) The Sellers shall keep the Buyers well informed of the Vessel's itinerary and
shall 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 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 anchorage at/in
______________________ in the Sellers' option.
Expected time of delivery: ______________________
Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): ______________________
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. 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.
If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those
contained in Clauses 5 a) and 5 c) shall remain unaltered and in full force and effect. Cancellation or failure to cancel
shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not
being ready by the original cancelling date.
d) Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together
with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void.
6. Drydocking/Divers Inspection. 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*.
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.
(ii) If the rudder, propeller, bottom or other underwater parts below the deepest bad 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 below the deepest load line, the extent of the inspection being in
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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 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.
(iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (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 5 b). Once drydocking has taken place the Sellers deliver the Vessel
at a port within the delivery range as per Clause 5 b) which shall, for the purpose of this Clause, become the new port of
delivery. In such event the cancelling date provided for in Clause 5 b) shall be extended by the additional time required
for the drydocking and extra steaming, but limited to a maximum of 14 running days.
c) If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above
(i) 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.*
(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.*
(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
Buyers shall pay the aforesaid expenses, dues and fees.
(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.
(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 5 b).
* 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.
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** 6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 a) to
apply.
7. Spares/bunkers, etc. 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 not 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.
The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Sellers' flag or
name, provided they replace same with similar unmarked items. 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 the following additional items (including items on hire):
______________________
The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tank and sealed drums and pay
the current net market price (excluding barging expenses) at the port and date of delivery of the Vessel.
Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.
8. Documentation. The place of closing:
In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely:
a) Legal Bill of Sale in a form recordable in ___________________ (the country in which the Buyers are to register the
Vessel), 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 consul of such country or other competent authority.
b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel.
c) Confirmation of Class issued within 72 hours prior to delivery.
d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances.
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 4 (four) weeks
after the Purchase Price has been paid and the Vessel has been delivered.
f) 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.
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.
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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 forwarded to the Buyers at their expense, if
they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.
9. Encumbrances. 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.
10. Taxes, etc. 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.
11. Condition on delivery. 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 as she was at the time of inspection, fair wear and tear excepted.
However, the Vessel shall be delivered with her class maintained without 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 had at the time of inspection, valid and unextended without condition/ recommendation* by Class
or the relevant authorities at the time of delivery.
"Inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4 a) or 4 b), 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.
* 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.
12. Name/markings. Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.
13. Buyers' default. 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.
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.
14. Sellers' default. Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) 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
together with interest earned shall be released to them immediately.
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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 and whether or not the Buyers cancel this Agreement.
15. Buyers' representatives. After this Agreement has been signed by both parties and the deposit has been lodged,
the Buyers have the right to place two representatives on board the Vessel at their sole risk and expense upon arrival at
___________________ on or about ___________________.
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.
16. Arbitration. 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 London 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.
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
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. The proceedings shall be conducted in accordance with the rules of the Society of Maritime
Arbitrators, Inc. New York.
c)* Any dispute arising out of this Agreement shall be referred to arbitration at ___________________, subject to the
procedures applicable there.
The laws of ___________________ shall govern this Agreement.
* 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16
a) to apply.
Legal Topics:
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49 of 129 DOCUMENTS

RECYCLING
CODE NAME: "DEMOLISHCON"
PART I
This standard contract appears on the following pages.
PART II
"DEMOLISHCON" Standard Contract for the Sale of Vessels for Demolition and Recycling
Preamble
The party stated in Box 2 (hereinafter "the Sellers") has agreed to sell and the party stated in Box 3 (hereinafter "the
Buyers") has agreed to buy the Vessel stated in Box 6 on the following terms and conditions which, in particular,
include an undertaking to comply with the Industry Code of Practice on Ship Recycling in accordance with Clause 17
(Safety and Environment).
Definition
"Banking Days" are days on which banks are open both in the country of the currency stipulated for the purchase price
in Clause 2 and at the place of closing.
1. Outright Sale
The Vessel has been accepted by the Buyers without inspection and the sale is outright and definite subject only to the
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terms and conditions of this Contract.
2. Purchase Price
The purchase price is the sum stated in Box 37(a) payable in United States Dollars based upon a price per long ton Light
Displacement Tonnage (LDT) (see Clause 12) as stated in Box 37(b) calculated on the basis of the Vessel's LDT as
stated in Box 20.
3. Deposit
3.1 As a security for the due fulfilment of this Contract, the Buyers shall pay a deposit as stated in Box 38 to be placed
with the bank stated in Box 38 in the joint names of the Sellers and the Buyers.
3.2 Such deposit shall be made latest within 3 banking days after the date of signing this Contract.
3.3 Interest, if any, on such deposit shall be credited to the Buyers.
3.4 Any fees or charges for establishing and holding such deposit shall be borne equally by the Sellers and the Buyers.
4. Payment
The Buyers shall release the deposit stated in Box 38 to the Sellers and shall pay the balance of the said purchase price
in full to the Sellers' bank stated in Box 39 on delivery latest within 3 banking days from the time the Sellers have
tendered notice of readiness for delivery in accordance with the terms and conditions of this Contract.
5. Financial Documentation
5.1 In exchange for the payment of the purchase price the Sellers shall furnish the Buyers with the following
documents at the place of closing stated in Box 40(a), which shall be in English or with a certified English translation if
in a language other than English:
(i) a legal bill of sale transferring title of the Vessel and stating that the said Vessel is free from all encumbrances and
maritime liens or any other debts whatsoever, notarially attested, legalised or apostilled as appropriate by the Consul or
other competent authority stated in Box 40(b);
(ii) the number of commercial invoices mentioned in Box 40(c) signed by the Sellers, stating the purchase price of the
Vessel and her particulars as mentioned in Boxes 6-36 as applicable;
(iii) a certificate or transcript of registry evidencing the ownership of the Vessel and that the Vessel is free from
registered encumbrances, taxes and mortgages. Such certificate or transcript of registry shall be dated not earlier than 5
days prior to the date of the Sellers tendering notice of readiness for delivery;
(iv) a written undertaking from the Sellers to apply for and supply to the Buyers a certificate of deletion or closed
transcript of registry latest 4 weeks after delivery of the Vessel;
(v) a written undertaking by the Sellers to instruct the Master or their agents to promptly release and deliver the Vessel
to the Buyers;
(vi) a certified copy of the minutes of the Board of Directors and/or shareholders resolution, as appropriate, according
to which they decide the sale of the Vessel and a copy of the power of attorney authorizing the signature of the bill of
sale;
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(vii) a certificate according to which the Sellers guarantee that at the time of delivery the Vessel is free from all
encumbrances and maritime liens or any other debts whatsoever.
5.2 At the time of delivery the Buyers and the Sellers shall sign a protocol of delivery and acceptance confirming the
date and time of delivery of the Vessel. The Sellers shall make available to the Buyers copies of the documents listed in
sub-clauses 5.1 (i) to (vii) as soon as possible after the signing of this Contract, but no later than 3 days prior to the date
of the Sellers tendering notice of readiness for delivery.
6. Advance Notice of Arrival
The Sellers shall keep the Buyers fully informed about the Vessel's position and of any alteration in expected time of
arrival and shall give to the Buyers 15, 10, 7, and 3 days notice of the expected time of arrival of the Vessel.
7. Notice of Readiness for Delivery
When the Vessel is ready for delivery, the Sellers shall give to the Buyers a written notice of readiness for delivery. The
notice of readiness shall be tendered during normal office hours at the Place of Delivery and, unless otherwise
specifically provided elsewhere in this Contract, be accompanied by the following documents to the extent necessary:
7.1 a certificate issued by a local marine surveyor confirming the LDT of the Vessel as stated in Box 20 as per the
builders' original trim and stability booklet or the builders' capacity plan on board the Vessel, which has been sighted;
7.2 a letter from the Sellers' local agents at the Place of Delivery stating that there are no pending dues against the
Vessel at the time of delivery;
7.3 a letter signed and stamped by the Master stating that neither he nor the crew have any outstanding claims against
the Vessel;
7.4 an inventory, in the form as recommended by the Industry Code of Practice on Ship Recycling as applicable;
7.5 a portworthy certificate issued by a local marine surveyor confirming the material of the working propeller(s) as
stated in Box 25;
7.6 a valid gasfree certificate for hotwork. Such certificate shall be issued by the relevant authorities on arrival at the
Place of Delivery and shall specify that all the Vessel's cargo tanks, pump rooms and cofferdams are gasfree, safe for
men, safe for fire and are free of slops, sludge and residues;
7.7 a letter from the Sellers stating that the Vessel has not carried any nuclear waste or industrial waste or chemicals
prior to the time of notice of readiness being tendered;
7.8 a letter from the Master confirming that there have been no removals from the Vessel other than those stated in Box
22;
7.9 a letter of undertaking from the Sellers' agents that they will arrange for the filing of the inward general manifest;
7.10 a valid deratisation exemption certificate issued by the relevant authorities.
7.1 - 7.10. Delete as appropriate.

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8. Delivery
8.1 The Vessel shall be delivered by the Sellers to the Buyers under her own power, safely afloat, substantially intact,
free of any fire and/or explosion damage, free of cargo, free from all charters, with anchors in place and, where
applicable, with hatches closed and derricks lowered and gasfree for hotwork (see sub-clause 7.6), as appropriate, with
the approximate arrival draft stated in Box 19 at the place stated in Box 41 (hereinafter "the Place of Delivery").
8.2 If, on the Vessel's arrival, the Place of Delivery is inaccessible for any reason whatsoever including but not limited
to port congestion, the Vessel shall be delivered and taken over by the Buyers as near thereto as she may safely get at a
safe and accessible berth or at a safe anchorage which shall be designated by the Buyers, always provided that such
berth or anchorage shall be subject to the approval of the Sellers and the Master which shall not be unreasonably
withheld. If the Buyers fail to nominate such place within 24 hours of arrival, the place at which it is customary for
vessels to wait shall constitute the Place of Delivery.
8.3 The delivery of the Vessel according to the provisions of sub-clause 8.2 shall constitute a full performance of the
Sellers' obligations according to sub-clause 8.1 and all other terms and conditions of this Contract shall apply as if
delivery had taken place according to sub-clause 8.1.
8.4 All expenses incurred prior to delivery of the Vessel and all local fees/port disbursements relating to the Vessel,
including repatriation of the crew shall be for the Sellers' account while all expenses after delivery of the Vessel,
including import duties and other local taxes, if any, shall be for the Buyers' account.
8.5 The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is delivered to the
Buyers.
8.6 The Sellers shall deliver the Vessel to the Buyers with the minimum amount of ballast water on board without
prejudicing the safety of the Vessel.
8.7 The Vessel shall be delivered without any stowaways, contraband or arms and ammunition on board, otherwise the
Buyers shall have the option not to accept the Vessel, without prejudice to any claim for loss and/or damages the Buyers
may have against the Sellers under this Contract.
9. Time of Delivery/Cancelling Date
9.1 The Vessel shall be ready for delivery between the dates (both inclusive) stated in Box 42 but latest on the date
stated in Box 43 (hereinafter "the Cancelling Date").
9.2 (i) Should the Sellers anticipate that notwithstanding the exercise of due diligence, 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 date for the Cancelling Date. Upon receipt of such notification the
Buyers shall have the option either to cancel the Contract according to Clause 20 within 2 working days of receipt of
such notice or of accepting the new date as the Cancelling Date. If the Buyers have not declared their option within 2
working days of receipt of the Sellers' notification or, if the Buyers accept the, new date, the date proposed by the
Sellers shall be deemed the Cancelling Date.
(ii) If this Contract is maintained with the new Cancelling Date, all other terms and conditions hereof shall remain in
full force and effect. Cancellation or non-cancellation by the Buyers in accordance with the provisions of sub-clause 9.2
(i) shall be without prejudice to any claim for loss and/or damages the Buyers may have against the Sellers under this
Contract.
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10. Beaching
Following payment and delivery of the Vessel the Sellers shall assist the Buyers in the beaching of the Vessel at the
Buyers' designated demolition plot. The Vessel shall be delivered with sufficient useable/pumpable fuel, water and
provisions for one day's steaming and nine days' idling. The Sellers shall arrange for crew according to the safe manning
certificate to remain with the Vessel for a period of up to 10 days after delivery in order to assist with the aforesaid
beaching.
The beaching of the Vessel, which shall include the moving of the Vessel from the outer anchorage to the beaching plot,
shall be for the Buyers' risk and expense. However, the Master shall co-operate with the Buyers in achieving the best
possible draft and trim for beaching.
The Buyers shall use their best endeavours to assist in the safe disembarkation of the crew after beaching. The Sellers
shall pay the wages and arrange P&I insurance cover on their crew involved in the beaching operation.
11. Bunkers, Equipment etc.
11.1 The Vessel shall be delivered with everything belonging to her on board without removals other than those stated
in Box 22. However, the Sellers shall have the right to take ashore without compensation the following items: crockery,
cutlery, linen and other articles bearing the Sellers' flag or name, as well as library, forms, etc., exclusively for use in the
Sellers' vessels. Master's, Officers' and crew's personal belongings including slop chest and the Vessel's log book shall
be excluded from the sale.
11.2 Unless otherwise agreed, any remaining bunkers, lubricating oils, stores, equipment and spares used or unused on
board at the time of delivery shall become the Buyers' property without extra payment.
11.3 The Sellers shall, at the time of delivery, hand to the Buyers all plans, specifications and certificates, or copies
hereof, as available and whether valid or invalid.
11.4 The Sellers are not required to replace such material, spare parts or stores including spare propeller(s), if any,
which may be consumed or taken out of spare and used as replacement prior to delivery, but all replaced spares shall be
retained on board and shall become the property of the Buyers.
12. Light Displacement Tonnage (LDT)
The purchase price of the Vessel shall be based on the Vessel's LDT in long tons as stated in Box 20 excluding any
permanent ballast. The Vessel's LDT shall be verified by the builders' original trim and stability booklet stamped and
approved by Class which shall be on board the Vessel and made available to the Buyers' representatives at the time of
tendering the Vessel's notice of readiness in accordance with Clause 7. The Sellers shall also make available to the
Buyers an original or copy of the builders' capacity plan with a deadweight scale and/or builders' letter. The Sellers shall
make copies of the above documents available to the Buyers as soon as possible after the signing of this Contract.
13. Encumbrances and Maritime Liens, etc.
The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances and maritime liens or
any other debts whatsoever. Should any claims, which have been incurred prior to the time of delivery, be made against
the Vessel, the Sellers hereby undertake to indemnify the Buyers against all consequences of such claims.
14. Taxes, Dues and Charges, etc.
Any taxes, fees and expenses connected with the purchase of the Vessel under the Buyers' ownership shall be for the
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Buyers' account, and charges connected with the closing of the Sellers' register shall be for the Sellers' account.
15. Buyers' Watchmen
The Sellers agree to allow the Buyers to place the number of watchmen stated in Box 44 on board the Vessel on her
arrival at the Place of Delivery.
Whilst on board the Vessel, such watchmen shall be at the sole risk, liability and expense of the Buyers and the Buyers
shall indemnify the Sellers against any claim for loss and/or damages in this respect. The Buyers' watchmen must not
interfere with the operation of the Vessel and they shall sign the Sellers' letter of indemnity prior to their embarkation.
16. Purpose of Sale
The Vessel is sold for the purpose of demolition and recycling only and the Buyers undertake that they will neither trade
the Vessel for their own account nor sell the Vessel to a third party for any purpose other than demolition and recycling.
The Buyers shall procure that this obligation is made a term of any and every subsequent agreement for the resale of the
Vessel.
17. Safety and Environment
Both the Sellers and the Buyers are familiar with the Industry Code of Practice on Ship Recycling and the Sellers shall
use their best endeavours to give information to the Buyers in respect of the recommendations of the Code and the
Buyers likewise shall use their best endeavours to comply with such recommendations.
The Buyers shall ensure that after delivery the Sellers' representatives are allowed to visit the ship recycling facility to
ascertain that safe and environmentally sound practices are being conducted in respect of the recycling of the Vessel.
18. Exemptions
Neither the Sellers nor the Buyers shall be under any liability if the Vessel should become an actual, constructive or
compromised total loss before delivery, or if delivery of the Vessel by the Cancelling Date should otherwise be
prevented or delayed due to outbreak of war, restraint of Government, Princes, Rulers or People of any Nation or the
United Nations, Act of God, or any other cause whatsoever beyond the Buyers' or the Sellers' control.
19. Buyers' Default
Should the deposit not be paid in accordance with the provisions of Clause 3, the Sellers shall have the right to cancel
this Contract, and they shall be entitled to claim compensation for their losses and for all expenses incurred together
with interest at LIBOR plus 3% per annum.
Should the purchase price not be paid in the manner provided for in this Contract the Sellers shall have the right to
cancel the Contract, in which case the amount deposited together with interest earned, if any, shall be forfeited to the
Sellers,Jf the deposit does not cover the Sellers' losses, they'shall be entitled to claim further compensation for their
losses and for all expenses together with interest at LIBOR plus 3% per annum.
20. Sellers' Default
Should the Sellers fail to give notice of readiness in accordance with Clause 7 or fail to execute a legal transfer or to
deliver the Vessel with everything belonging to her by the Cancelling Date, the Buyers shall have the right to cancel the
Contract, in which case the deposit in full shall be returned to the Buyers together with interest at LIBOR plus 3% per
annum. Whether or not the Buyers cancel this Contract the Sellers shall make due compensation to the Buyers for any
Page 424
loss and for all expenses incurred together with interest by their failure to give notice of readiness, to execute a legal
transfer or to deliver the Vessel with everything belonging to her by the Cancelling Date, if such failure is due to the
proven negligence of the Sellers.
21. Dispute Resolution Clause
21.1 * This Contract shall be governed by and construed in accordance with English law and any dispute arising out of
or in connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration Act
of this Clause.
The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms
current at the time when the arbitration proceedings are commenced.
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and
send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator
within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party
appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not
appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to
arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole
arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as
sole arbitrator.
21.2 * This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the
Maritime Law of the United States and any dispute arising out of or in connection with this Contract 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 the purposes of enforcing any award, judgement may be
21.3 * This Contract shall be governed by and construed in accordance with the laws of the place mutually agreed by
the parties and any dispute arising out of or in connection with this Contract shall be referred to arbitration at a mutually
agreed place, subject to the procedures applicable there.
21.4 Notwithstanding 21.1, 21.2 or 21.3 above, the parties may agree at any time to refer to mediation any difference
and/or dispute arising out of or in connection with this Contract.
In the case of a dispute in respect of which arbitration has been commenced under 21.1, 21.2 or 21.3 above, the
following shall apply:
Page 425
such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in
(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers
necessary to protect its interest.
(Note:
21.5 If Box 45 in PART I is not appropriately filled in, sub-clause 21.1 of this Clause shall apply. Sub-clause 21.4 shall
apply in all cases.
*21.9, 21.2 and 21.3 are alternatives; indicate alternative agreed in Box 45.
22. Notices
22.1 Any notice to be given by either party to the other party shall be in writing and may be sent by fax, e-mail,
registered or recorded mail or by personal service.
22.2 The address of the Parties for service of such communication shall be as stated in Boxes 46 and 47 respectively.
Legal Topics:
Contracts LawGeneral OverviewContracts LawSales of GoodsForm, Formation & ReadjustmentGeneral Overview
Page 426
50 of 129 DOCUMENTS

2D-XXIII Benedict on Admiralty FORM 23-4thru 23-5
[RESERVED]
Page 427
51 of 129 DOCUMENTS

FORM No. 23-6 BIMCO SALEn1
Reprinted with permission of the Baltic and Maritime International Council.
This bill of lading appears in a box layout which is illustrated on the following pages.
FOOTNOTES:
(n1)Footnote 1. Reprinted with permission of the Baltic and Maritime International Council.
Page 428
52 of 129 DOCUMENTS

Chapter XXIV BILLS OF LADING AND MISCELLANEOUS OTHER CARRIAGE DOCUMENTS
2D-XXIV Benedict on Admiralty XXIV.syn
XXIV.syn Synopsis to Chapter XXIV: BILLS OF LADING AND MISCELLANEOUS OTHER CARRIAGE
DOCUMENTS
FORM No. 24-1 CONLINEBOOKING NOTE
Scope
FORM No. 24-2 CONLINEBILL
Scope
FORM No. 24-2A CEMENTVOYBILL
Scope
FORM No. 24-3 CONBILL
Scope
FORM No. 24-4 CONGENBILL
Scope
FORM No. 24-5 COMBICONBILL
Scope
FORM No. 24-5A COMBINED TRANSPORT DOCUMENT
Scope
FORM No. 24-5B JSE NEGOTIABLE COMBINED TRANSPORT BILL OF LADING

Page 429
Scope
FORM No. 24-6 NUVOYBILL--84
Scope
FORM No. 24-7 HEAVYCONBILL
Scope
FORM No. 24-8 AUSTWHEAT BILL
Scope
FORM No. 24-9 BISCOILVOYBILL
Scope
FORM No. 24-10 BLACKSEAWOODBILL
Scope
FORM No. 24-11 GERMANCONNORTH
Scope
FORM No. 24-12 CHEMTANKVOYBILL
Scope
FORM No. 24-13 GRAINVOYBILL
Scope
FORM No. 24-14 MURMAPATITBILL
Scope
FORM No. 24-15 OREVOYBILL
Scope
FORM No. 24-16 POLCOALBILL
Scope
FORM No. 24-17 SCANCONBILL
Scope
FORM No. 24-18 SOVCOALBILL

Page 430
Scope
FORM No. 24-19 SOVCONROUNDBILL
Scope
FORM No. 24-19A SOVORECONBILL
Scope
FORM No. 24-19B VISCONBOOKING NOTE
Scope
FORM No. 24-19C VISCONBILL
Scope
FORM No. 24-20 GENWAYBILL
Scope
FORM No. 24-21 BIMCO BLANK BACK LINER WAYBILL
Scope
Form No. 24-22 [Reserved]
FORM No. 24-23 SHUBIL - 1994(A)
Scope
FORM No. 24-24 JSE SHUBIL
Scope
FORM No. 24-25 CHEMTANKWAYBILL 85
Scope
FORM No. 24-26 [Reserved]
FORM No. 24-27 GASTANKWAYBILL
Scope
FORM No. 24-28 INTANKBILL 78
Scope
FORM No. 24-28A BIMCO C-TPAT CLAUSES (U.S. Security)

Page 431
Scope
FORM No. 24-29 TANKWAYBILL 81
Scope
FORM No. 24-30 MULTIMODAL TRANSPORT BILL OF LADING
Scope
FORM No. 24-30A MULTIMODAL TRANSPORT WAYBILL
Scope
FORM No. 24-31 WORLDFOODRECEIPT 99
Scope
FORM No. 24-32 WORLDFOODWAYBILL
Scope
FORM No. 24-33 BALTIMORE FORM C
Scope
FORM No. 24-34 FUELCON
Scope
FORM No. 24-34A "BIMCO Standard Bunker Contract"
Scope
FORM No. 24-35 YARA BILL OF LADING
Scope
FORM No. 24-36 QAFCOBILL (2000)
Scope
FORM No. 24-37 BIMCO Bill Of Lading
Scope
FORM No. 24-38 BRITISH INTERNATIONAL FREIGHT ASSOCIATION (BIFA) STANDARD TRADING
CONDITIONS
Scope
FORM No. 24-39 CMI UNIFORM RULES FOR SEA WAYBILLS

Page 432
Scope
FORM No. 24-40 CMI RULES FOR ELECTRONIC BILLS OF LADING
Scope
FORM No. 24-41 DANGEROUS GOODS DECLARATION
Scope
FORM No. 24-42 U.S. APPLICATION FOR CERTIFICATE OF FINANCIAL RESPONSIBILITY
Scope
FORM No. 24-43 U.S. CERTIFICATE OF FINANCIAL RESPONSIBILITY (COFR)
Scope
FORM No. 24-44 BIMCO GENERAL CLAUSE PARAMOUNT
Scope
FORM No. 24-45 BIMCO STANDARD LAW & ARBITRATION CLAUSES 1998
Scope
FORM No. 24-46 US Customs-Trade Partnership Against Terrorism (C-TPAT) Clause
Scope
FORM No. 24-47 U.S. Security Clause for Voyage Chartering
Scope
FORM No. 24-48 BIMCO ISPS CLAUSE FOR TIME CHARTER PARTIES
Scope
FORM No. 24-49 BIMCO ISPS CLAUSE FOR VOYAGE CHARTER PARTIES
Scope
FORM No. 24-50 BIMCO AMS Clause for Time Charter Parties
Scope
FORM No. 24-51 BIMCO AMS Clause for Voyage Charter Parties
Scope
FORM No. 24-52 BIMCO Fuel Sulphur Content Clause for time Charter Parties
Page 433
Scope
FORM No. 24-53 BOXCHANGE Standard Container Interchange Agreement
Scope
FORM No. 24-54 WAR RISKS CLAUSE FOR VOYAGE CHARTERING 2004
Scope
FORM No. 24-55 WAR RISKS CLAUSE FOR TIME CHARTERS 2004
Scope
FORM No. 24-56 BIMCO Piracy Clause for Consecutive Voyage Charter Parties and COAs (Nov. 2009)
Scope
Form No.24-57 BIMCO Piracy Clause for Single Voyage Charter Parties (Nov. 2009)
Scope
Form No. 24-58 Piracy Clause for Time Charter Parties 2009 (Nov. 2009)
Scope
Form No. 24-59 INTERTANKO Piracy Clause--Time Charterparties (Dec. 2008)
Scope
Form No. 24-60 INTERTANKO Piracy Clause--Voyage Charterparties (Dec. 2008)
Scope
Form No. 24-61 Radioactivity Risk Clause for Time Charter Parties
Scope
Page 434
53 of 129 DOCUMENTS

2D-XXIV Benedict on Admiralty FORM No. 24-1
FORM No. 24-1 CONLINEBOOKING NOTEn1
One side of the bill of lading appears in a box layout which is illustrated on the following pages. The
other side has been reprinted to permit presentation in a readable format designed to facilitate research.
FULL TERMS OF THE CARRIER'S BILL OF LADING FORM
1. Definition. Wherever the term "Merchant" is used in this Bill of Lading, it shall be deemed to include the Shipper,
the Receiver, the Consignee, the Holder of the Bill of Lading and the Owner of the cargo.
2. General Paramount Clause. The Hague Rules contained in the International Convention for the Unification of
certain rules relating to Bills of Lading, dated Brussels the 25th August 1924 as enacted in the country of shipment shall
apply to this contract. When no such enactment is in force in the country of shipment, the corresponding legislation of
the country of distination shall apply, but in respect of shipments to which no such enactments are compulsorily
applicable, the terms of the said Convention shall apply.
Trades where Hague-Visby Rules apply. In trades where the International Brussels Convention 1924 as amended by the
Protocol signed at Brussels on February 23rd 1968--The Hague-Visby Rules--apply compulsorily, the provisions of the
respective legislation shall be considered incorporated in this Bill of Lading. The Carrier takes all reservations possible
under such applicable legislation, relating to the period before loading and after discharging and while the goods are in
the charge of another Carrier, and to deck cargo and live animals.
3. Jurisdiction. Any dispute arising under this Bill of Lading shall be decided in the country where the carrier has his
principal place of business, and the law of such country shall apply except as provided elsewhere herein.
Page 435
4. Period of Responsibility. The Carrier or his Agent shall not be liable for loss of or damage to the goods during the
period before loading and after discharge from the vessel, howsoever such loss or damage arises.
5. The Scope of Voyage. As the vessel is engaged in liner service the intended voyage shall not be limited to the direct
route but shall be deemed to include any proceeding or returning to or stopping or slowing down at or off any ports or
places for any reasonable purpose connected with the service including maintenance of vessel and crew.
6. Substitution of Vessel, Transhipment and Forwarding. Whether expressly arranged beforehand or otherwise, the
Carrier shall be at liberty to carry the goods to their port of destination by the said or other vessel or vessels either
belonging to the Carrier or others, or by other means of transport, proceeding either directly or indirectly to such port
and to carry the goods or part of them beyond their port of destination, and to tranship, land and store the goods either
on shore or afloat and reship and forward the same at Carrier's expense but at Merchant's risk. When the ultimate
destination at which the Carrier may have engaged to deliver the goods is other than the vessel's port of discharge, the
Carrier acts as Forwarding Agent only.
The responsibility of the Carrier shall be limited to the part of the transport performed by him on vessels under his
management and no claim will be acknowledged by the Carrier for damage or loss arising during any other part of the
transport even though the freight for the whole transport has been collected by him.
7. Lighterage. Any lightering in or off ports of loading or ports of discharge to be for the account of the Merchant.
8. Loading, Discharging and Delivery of the cargo shall be arranged by the Carrier's Agent unless otherwise agreed.
Landing, storing and delivery shall be for the Merchant's account.
Loading and discharging may commence without previous notice.
The Merchant or his Assign shall tender the goods when the vessel is ready to load and as fast as the vessel can receive
and--but only if required by the Carrier--also outside ordinary working hours notwithstanding any custom of the port.
Otherwise the Carrier shall be relieved of any obligation to load such cargo and the vessel may leave the port without
further notice and deadfreight is to be paid.
The Merchant or his Assign shall take delivery of the goods and continue to receive the goods as fast as the vessel can
deliver and--but only if required by the Carrier--also outside ordinary working hours notwithstanding any custom of the
port. Otherwise the Carrier shall be at liberty to discharge the goods and any discharge to be deemed a true fulfilment of
the contract, or alternatively to act under Clause 16.
The Merchant shall bear all overtime charges in connection with tendering and taking delivery of the goods as above.
If the goods are not applied for within a reasonable time, the Carrier may sell the same privately or by auction.
The Merchant shall accept his reasonable proportion of unidentified loose cargo.
9. Live Animals and Deck Cargo shall be carried subject to the Hague Rules as referred to in Clause 2 hereof with the
exception that notwithstanding anything contained in Clause 19 the Carrier shall not be liable for any loss or damage
resulting from any act, neglect or default of his servants in the management of such animals and deck cargo.
10. Options. The port of discharge for optional cargo must be declared to the vessel's Agents at the first of the optional
ports not later than 48 hours before the vessel's arrival there. In the absence of such declaration the Carrier may elect to
discharge at the first or any other optional port and the contract of carriage shall then be considered as having been
Page 436
fulfilled. Any option can be exercised for the total quantity under this Bill of Lading only.
11. Freight and Charges. (a) Prepayable freight, whether actually paid or not, shall be considered as fully earned upon
loading and non-returnable in any event. The Carrier's claim for any charges under this contract shall be considered
definitely payable in like manner as soon as the charges have been incurred.
Interest at 5 per cent, shall run from the date when freight and charges are due.
(b) The Merchant shall be liable for expenses of fumigation and of gathering and sorting loose cargo and of weighing
onboard and expenses incurred in repairing damage to and replacing of packing due to excepted causes and for all
expenses caused by extra handling of the cargo for any of the aforementioned reasons.
(c) Any dues, duties, taxes and charges which under any denomination may be levied on any basis such as amount of
freight, weight of cargo or tonnage of the vessel shall be paid by the Merchant.
(d) The Merchant shall be liable for all fines and/or losses which the Carrier, vessel or cargo may incur through
non-observance of Custom House and/or import or export regulations.
(e) The Carrier is entitled in case of incorrect declaration of contents, weight, measurements or value of the goods to
claim double the amount of freight which would have been due if such declaration had been correctly given. For the
purpose of ascertaining the actual facts, the Carrier reserves the right to obtain from the Merchant the original invoice
and to have the contents inspected and the weight, measurement or value verified.
12. Lien. The Carrier shall have a lien for any amount due under this contract and costs of recovering same and shall be
entitled to sell the goods privately or by auction to cover any claims.
13. Delay. The Carrier shall not be responsible for any loss sustained by the Merchant through delay of the goods
unless caused by the Carrier's personal gross negligence.
14. General Average and Salvage. General Average to be adjusted at any port or place at Carrier's option and to be
settled according to the York-Antwerp Rules 1974. In the event of accident, danger, damage or disaster before or after
commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which or for
the consequence of which the Carrier is not responsible by statute, contract or otherwise, the Merchant shall contribute
with the Carrier in General Average to the payment of any sacrifice, losses or expenses of a General Average nature that
may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods. If a salving vessel
is owned or operated by the Carrier, salvage shall be paid for as fully as if the salving vessel or vessels belonged to
strangers.
15. Both-to-Blame Collision Clause. (This clause to remain in effect even if unenforceable in the Courts of the United
States of America).
If the vessel comes into collision with another vessel as a result of the negligence of the other vessel and any act,
negligence or default of the Master, Mariner, Pilot or the servants of the Carrier in the navigation or in the management
of the vessel, the Merchant will indemnify the Carrier against all loss or liability to the other or non-carrying vessel or
her Owners in so far as such loss or liability represents loss of or damage to or any claim whatsoever of the owners of
the said goods paid or payable by the other or non-carrying vessel or her Owner to the owner of said cargo and set-off,
or recouped or recovered by the other or non-carrying vessel or her Owner as part of his claim against the carrying
vessel or Carrier. The foregoing provisions shall also apply where the Owner, operator or those in charge of any vessel
or vessels or objects other than, or in addition to, the colliding vessels or objects are at fault in respect of a collision or
contact.
Page 437
16. Government directions, War, Epidemics, Ice, Strikes, etc. (a) The Master and the Carrier shall have liberty to
comply with any order or directions or recommendations in connection with the transport under this contract given by
any Government or Authority, or anybody acting or purporting to act on behalf of such Government or Authority, or
having under the terms of the insurance on the vessel the right to give such orders or directions or recommendations.
(b) Should it appear that the performance of the transport would expose the vessel or any goods onboard to risk of
seizure or damage or delay, resulting from war, warlike operations, blockade, riots, civil commotions or piracy, or any
person onboard to the risk of loss of life or freedom, or that any such risk has increased, the Master may discharge the
cargo at port of loading or any other safe and convenient port.
(c) Should it appear that epidemics, quarantine, ice--labour troubles, labour obstructions, strikes, lock-outs, any of
which onboard or on shore--difficulties in loading or discharging would prevent the vessel from leaving the port of
discharge or there discharging in the usual manner and leaving again, all of which safely and without delay, the Master
may discharge the cargo at port of loading or any other safe and convenient port.
(d) The discharge under the provisions of this clause of any cargo for which a Bill of Lading has been issued shall be
deemed due fulfilment of the contract. If in connection with the exercise of any liberty under this clause any extra
expenses are incurred, they shall be paid by the Merchant in addition to the freight, together with return freight if any
and a reasonable compensation for any extra services rendered to the goods.
(e) If any situation referred to in this clause may be anticipated, or if for any such reason the vessel cannot safely and
without delay reach or enter the loading port or must undergo repairs, the Carrier may cancel the contract before the Bill
of Lading is issued.
(f) The Merchant shall be informed if possible.
17. Identity of Carrier. The Contract evidenced by this Bill of Lading is between the Merchant and the Owner of the
vessel named herein (or substitute) and it is therefore agreed that said Shipowner only shall be liable for any damage or
loss due to any breach or non-performance of any obligation arising out of the contract of carriage, whether or not
relating to the vessel's seaworthiness. If, despite the foregoing, it is adjudged that any other is the Carrier and/or bailee
of the goods shipped hereunder, all limitations of, and exonerations from, liability provided for by law or by this Bill of
Lading shall be available to such other.
It is further understood and agreed that as the Line, Company or Agents who has executed this Bill of Lading for and on
behalf of the Master is not a principal in the transaction, said Line, Company or Agents shall not be under any liability
arising out of the contract of carriage, nor as Carrier nor bailee of the goods.
18. Exemptions and Immunities of all servants and agents of the Carrier. It is hereby expressly agreed that no
servant or agent of the Carrier (including every independent contractor from time to time employed by the Carrier) shall
in any circumstances whatsoever by under any liability whatsoever to the Merchant for any loss, damage or delay
arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in
connection with his employment and, but without prejudice to the generality of the foregoing provisions in this clause,
every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence
and immunity of whatsoever nature applicable to the Carrier or to which the Carrier is entitled hereunder shall also be
available and shall extend to protect every such servant or agent of the Carrier acting as aforesaid and for the purpose of
all the foregoing provisions of this clause the Carrier is or shall be deemed to be acting as agent or trustee on behalf of
and for the benefit of all persons who are or might be his servants or agents from time to time (including independent
contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to the contract evidenced
by this Bill of Lading.
Page 438
The Carrier shall be entitled to be paid by the Merchant on demand any sum recovered or recoverable by the Merchant
or any other from such servant or agent of the Carrier for any such loss, damage or delay or otherwise.
19. Optional Stowage. Unitization. (a) Goods may be stowed by the Carrier as received, or, at Carrier's option, by
means of containers, or similar articles of transport used to consolidate goods.
(b) Containers, trailers and transportable tanks, whether stowed by the Carrier or received by him in a stowed condition
from the Merchant, may be carried on or under deck without notice to the Merchant.
(c) The Carrier's liability for cargo stowed as aforesaid shall be governed by the Hague Rules as defined above
notwithstanding the fact that the goods are being carried on deck and the goods shall contribute to general average and
shall receive compensation in general average.
ADDITIONAL CLAUSES (To be added if required in the contemplated trade).
A. Demurrage. The Carrier shall be paid demurrage at the daily rate per ton of the vessel's gross register tonnage as
indicated on Page 2 if the vessel is not loaded or discharged with the dispatch set out in Clause 8, any delay in waiting
for berth at or off port to count. Provided that if the delay is due to causes beyond the control of the Merchant, 24 hours
shall be deducted from the time on demurrage.
Each Merchant shall be liable towards the Carrier for a proportionate part of the total demurrage due, based upon the
total freight on the goods to be loaded or discharged at the port in question.
No Merchant shall be liable in demurrage for any delay arisen only in connection with goods belonging to other
Merchants.
The demurrage in respect of each parcel shall not exceed its freight.
(This Clause shall only apply if the Demurrage Box on Page 2 is filled in).
B. U.S. Trade. Period of Responsibility. In case the Contract evidenced by this Bill of Lading is subject to the U.S.
Carriage of Goods by Sea Act, then the provisions stated in said Act shall govern before loading and after discharge and
throughout the entire time the goods are in the Carrier's custody.
Legal Topics:
Admiralty LawShippingBills of LadingGeneral OverviewTransportation LawCarrier Duties & LiabilitiesBills of
LadingCommercial Law (UCC)Documents of Title (Article 7)Bills of LadingAdmiralty LawCharterpartiesCharter
ContractsBills of Lading
FOOTNOTES:
Page 439
54 of 129 DOCUMENTS

FORM No. 24-2 CONLINEBILLn1
1. Definition. Wherever the term "Merchant" is used in this Bill of Lading, it shall be deemed to include the Shipper,
the Receiver, the Consignee, the Holder of the Bill of Lading and the Owner of the cargo.
2. General Paramount Clause. The Hague Rules contained in the International Convention for the Unification of
the country of distination shall apply, but in respect of shipments to which no such enactments are compulsorily
Trades where Hague-Visby Rules apply. In trades where the International Brussels Convention 1924 as amended by the
Protocol signed at Brussels on February 23rd 1968--The Hague-Visby Rules--apply compulsorily, the provisions of the
respective legislation shall be considered incorporated in this Bill of Lading. The Carrier takes all reservations possible
under such applicable legislation, relating to the period before loading and after discharging and while the goods are in
the charge of another Carrier, and to deck cargo and live animals.
3. Jurisdiction. Any dispute arising under this Bill of Lading shall be decided in the country where the carrier has his
4. Period of Responsibility. The Carrier or his Agent shall not be liable for loss of or damage to the goods during the
period before loading and after discharge from the vessel, howsoever such loss or damage arises.
Page 440
6. Substitution of Vessel, Transhipment and Forwarding. Whether expressly arranged beforehand or otherwise, the
Carrier shall be at liberty to carry the goods to their port of destination by the said or other vessel or vessels either
belonging to the Carrier or others, or by other means of transport, proceeding either directly or indirectly to such port
and to carry the goods or part of them beyond their port of destination, and to tranship, land and store the goods either
on shore or afloat and reship and forward the same at Carrier's expense but at Merchant's risk. When the ultimate
destination at which the Carrier may have engaged to deliver the goods is other than the vessel's port of discharge, the
Carrier acts as Forwarding Agent only.
The responsibility of the Carrier shall be limited to the part of the transport performed by him on vessels under his
management and no claim will be acknowledged by the Carrier for damage or loss arising during any other part of the
transport even though the freight for the whole transport has been collected by him.
7. Lighterage. Any lightering in or off ports of loading or ports of discharge to be for the account of the Merchant.
Otherwise the Carrier shall be relieved of any obligation to load such cargo and the vessel may leave the port without
further notice and deadfreight is to be paid.
port. Otherwise the Carrier shall be at liberty to discharge the goods and any discharge to be deemed a true fulfilment of
the contract, or alternatively to act under Clause 16.
If the goods are not applied for within a reasonable time, the Carrier may sell the same privately or by auction.
The Merchant shall accept his reasonable proportion of unidentified loose cargo.
9. Live Animals and Deck Cargo shall be carried subject to the Hague Rules as referred to in Clause 2 hereof with the
exception that notwithstanding anything contained in Clause 19 the Carrier shall not be liable for any loss or damage
resulting from any act, neglect or default of his servants in the management of such animals and deck cargo.
fulfilled. Any option can be exercised for the total quantity under this Bill of Lading only.
Page 441
Interest at 5 per cent, shall run from the date when freight and charges are due.
onboard and expenses incurred in repairing damage to and replacing of packing due to excepted causes and for all
freight, weight of cargo or tonnage of the vessel shall be paid by the Merchant.
(e) The Carrier is entitled in case of incorrect declaration of contents, weight, measurements or value of the goods to
13. Delay. The Carrier shall not be responsible for any loss sustained by the Merchant through delay of the goods
unless caused by the Carrier's personal gross negligence.
14. General Average and Salvage. General Average to be adjusted at any port or place at Carrier's option and to be
settled according to the York-Antwerp Rules 1974. In the event of accident, danger, damage or disaster before or after
commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which or for
the consequence of which the Carrier is not responsible by statute, contract or otherwise, the Merchant shall contribute
with the Carrier in General Average to the payment of any sacrifice, losses or expenses of a General Average nature that
may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods. If a salving vessel
is owned or operated by the Carrier, salvage shall be paid for as fully as if the salving vessel or vessels belonged to
strangers.
15. Both-to-Blame Collision Clause. (This clause to remain in effect even if unenforcible in the Courts of the United
States of America).
If the vessel comes into collision with another vessel as a result of the negligence of the other vessel and any act,
negligence or default of the Master, Mariner, Pilot or the servants of the Carrier in the navigation or in the management
of the vessel, the Merchant will indemnify the Carrier against all loss or liability to the other or non-carrying vessel or
her Owners in so far as such loss or liability represents loss of or damage to or any claim whatsoever of the owners of
the said goods paid or payable by the other or non-carrying vessel or her Owner to the owner of said cargo and set-off,
or recouped or recovered by the other or non-carrying vessel or her Owner as part of his claim against the carrying
vessel or Carrier. The foregoing provisions shall also apply where the Owner, operator or those in charge of any vessel
or vessels or objects other than, or in addition to, the colliding vessels or objects are at fault in respect of a collision or
contact.
16. Government directions, War, Epidemics, Ice, Strikes, etc. (a) The Master and the Carrier shall have liberty to
Page 442
cargo at port of loading or any other safe and convenient port.
discharge or there discharging in the usual manner and leaving again, all of which safely and without delay, the Master
may discharge the cargo at port of loading or any other safe and convenient port.
(d) The discharge under the provisions of this clause of any cargo for which a Bill of Lading has been issued shall be
without delay reach or enter the loading port or must undergo repairs, the Carrier may cancel the contract before the Bill
of Lading is issued.
(f) The Merchant shall be informed if possible.
17. Identity of Carrier. The Contract evidenced by this Bill of Lading is between the Merchant and the Owner of the
vessel named herein (or substitute) and it is therefore agreed that said Shipowner only shall be liable for any damage or
loss due to any breach or non-performance of any obligation arising out of the contract of carriage, whether or not
relating to the vessel's seaworthiness. If, despite the foregoing, it is adjudged that any other is the Carrier and/or bailee
of the goods shipped hereunder, all limitations of, and exonerations from, liability provided for by law or by this Bill of
Lading shall be available to such other.
It is further understood and agreed that as the Line, Company or Agents who has executed this Bill of Lading for and on
behalf of the Master is not a principal in the transaction, said Line, Company or Agents shall not be under any liability
arising out of the contract of carriage, nor as Carrier nor bailee of the goods.
in any circumstances whatsoever by under any liability whatsoever to the Merchant for any loss, damage or delay
available and shall extend to protect every such servant or agent of the Carrier acting as aforesaid and for the purpose of
all the foregoing provisions of this clause the Carrier is or shall be deemed to be acting as agent or trustee on behalf of
and for the benefit of all persons who are or might be his servants or agents from time to time (including independent
contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to the contract evidenced
by this Bill of Lading.
The Carrier shall be entitled to be paid by the Merchant on demand any sum recovered or recoverable by the Merchant
Page 443
or any other from such servant or agent of the Carrier for any such loss, damage or delay or otherwise.
(c) The Carrier's liability for cargo stowed as aforesaid shall be governed by the Hague Rules as defined above
notwithstanding the fact that the goods are being carried on deck and the goods shall contribute to general average and
ADDITIONAL CLAUSES
(To be added if required in the contemplated trade).
A. Demurrage. The Carrier shall be paid demurrage at the daily rate per ton of the vessel's gross register tonnage as
indicated on Page 2 if the vessel is not loaded or discharged with the dispatch set out in Clause 8, any delay in waiting
for berth at or off port to count. Provided that if the delay is due to causes beyond the control of the Merchant, 24 hours
shall be deducted from the time on demurrage.
No Merchant shall be liable in demurrage for any delay arisen only in connection with goods belonging to other
Merchants.
The demurrage in respect of each parcel shall not exceed its freight.
(This Clause shall only apply if the Demurrage Box on Page 2 is filled in).
B. U.S. Trade. Period of Responsibility. In case the Contract evidenced by this Bill of Lading is subject to the U.S.
Carriage of Goods by Sea Act, then the provisions stated in said Act shall govern before loading and after discharge and
throughout the entire time the goods are in the Carrier's custody.
Legal Topics:
FOOTNOTES:
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55 of 129 DOCUMENTS

2D-XXIV Benedict on Admiralty FORM No. 24-2A
FORM No. 24-2A CEMENTVOYBILLn1
1990 >
Conditions of Carriage
(1) All terms and conditions, liberties and exceptions of the Charter Party, including the Arbitration Clause (Cl. 41),
dated as overleaf, are herewith incorporated.
(2) General Paramount Clause.
(a) The Hague Rules contained in the International Convention for the Unification of Certain Rules relating to Bills of
Lading, dated Brussels the 25th August 1924 as enacted in the country of shipment shall apply to this contract. When no
such enactment is in force in the country of shipment, the corresponding legislation of the country of destination shall
apply, but in respect of shipments to which no such enactments are compulsorily applicable, the terms of the said
Convention shall apply.
(b) Trades where Hague-Visby Rules apply. In trades where the International Brussels Convention 1924 as amended
by the Protocol signed at Brussels on February 23rd 1968--the Hague-Visby Rules--apply compulsorily, the provisions
of the respective legislation shall be considered incorporated in this Bill of Lading.
(c) The Carrier shall in no case be responsible for loss of or damage to cargo howsoever arising prior to loading into
Page 445
and after discharge from the Vessel or while the goods are in the charge of another Carrier nor in respect of deck cargo.
(3) General Average. General Average shall be adjusted, stated and settled according to York-Antwerp Rules 1974 or
any modification thereof.
Cargo's contribution to General Average shall be paid to the Carrier even when such average is the result of a fault,
neglect or error of the Master, Pilot or Crew. The Charterers, Shippers and Consignees expressly renounce the
Netherlands Commercial Code, Art. 700, and the Belgium Commercial Code, Part II, Art. 148.
(4) New Jason Clause. In the event of accident, danger, damage or disaster before or after the commencement of the
voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of
which, the Carrier is not responsible, by Statute, contract or otherwise, the cargo, shippers, consignees or owners of the
cargo shall contribute with the Carrier in general average to the payment of any sacrifices, losses or expenses of a
general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the
cargo.
If a salving vessel is owned or operated by the Carrier, salvage shall be paid for as fully as if the said salving vessel or
vessels belonged to strangers. Such deposit as the Carrier, or his agent, may deem sufficient to cover the estimated
contribution of the cargo and any salvage and special charges thereon shall, if required, be made by the cargo, shippers,
consignees or owners of the cargo to the Carrier before delivery.
(5) Both-to-Blame Collision Clause. If the Vessel comes into collision with another vessel as a result of the
negligence of the other vessel and any act, neglect or default of the Master, Mariner, Pilot or the Servants of the Carrier
in the navigation or in the management of the Vessel, the owners of the cargo carried hereunder will indemnify the
Carrier against all loss or liability to the other or non-carrying vessel or her owners in so far as such loss or liability
represents loss of, or damage to, or any claim whatsoever of the owners of the said cargo, paid or payable by the other
or non-carrying vessel or her owners to the owners of the said cargo and set-off, recouped or recovered by the other or
non-carrying vessel or her owners as part of their claim against the carrying vessel or the Carrier.
The foregoing provisions shall also apply where the owners, operators or those in charge of any vessel or vessels or
objects other than, or in addition to, the colliding vessels or objects are at fault in respect of a collision or contact.
Legal Topics:
FOOTNOTES:
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56 of 129 DOCUMENTS

FORM No. 24-3 CONBILLn1
BILL OF LADING CONDITIONS
1. Responsibility. The Carrier is to be responsible for loss of or damage to the goods or for delay in delivery of the
goods only in case the loss, damage or delay has been caused by the improper or negligent stowage of the goods (unless
stowage performed by Shippers or their Stevedores or Servants) or by personal want of due diligence on the part of the
Carrier or his Manager to make the Vessel in all respects seaworthy and to secure that she is properly manned, equipped
and supplied or by the personal act or default of the Carrier or his Manager.
And the Carrier is responsible for no loss or damage or delay arising from any other cause whatsoever, even from the
neglect or default of the Master or Crew or some other person employed by the Carrier on board or ashore for whose
acts he would, but for this clause, be responsible, or from unseaworthiness of the Vessel on loading or commencement
of the voyage, or at any time whatsoever.
Damage caused by contact with or leakage, smell or evaporation from other goods or by the inflammable or explosive
nature or insufficient package of other goods not to be considered as caused by improper or negligent stowage, even if
in fact so caused.
2. Deviation. The vessel has liberty to call at any port in any order, for any purpose, to sail without pilots, to tow and/or
assist vessels in all situations, and also to deviate for the purpose of saving life and/or property, and also in accordance
with the clauses relating to Quarantine, Lock-outs, Strikes, Ice and War.
Page 447
3. Delivery. Goods to be taken from the Vessel by Receivers directly they come to hand in discharging the Vessel and
the Carrier's responsibility to cease package by package immediately the goods leave the Vessel's deck or tackle. If not
thus taken from alongside by Receivers they may be landed and deposited at the expense of the Owners of the goods
and at their risk of fire, loss or injury, on the dock or in the warehouse, or in craft, the Port Authorities being hereby
authorised to grant a general order for the discharge immediately after the entry of the Vessel.
4. Lien. The Carrier has a lien on all goods for payment of freight, deadfreight and difference in freight, and for any
expenses incurred before or after shipment, including demurrage, cost of repairs, if any, and forwarding expenses, fines,
damages and expenses mentioned in this Bill of Lading.
The Carrier shall also be entitled to fall back on the Shipper for the difference between the total amount owing to the
Carrier and the net proceeds of the goods.
5. Live animals. Live animals shipped hereunder are received, kept, carried and discharged at the sole risk of the
Owner thereof, and the Carrier shall not under any circumstances of any kind whatsoever be liable for any loss of or
damage or delay thereto, whether or not such loss, damage or delay may be due to the wrongful act, neglect or default of
the Carrier or the Master, Pilot, Officers, Crew, Stevedores, Servant, Agent, or other person whomsoever for whom the
Carrier may be responsible, whether in the service of the Carrier or not, and whether or not the abovenamed Vessel or
any other vessel or craft in which the said animals may be loaded was unseaworthy at the time of loading or sailing or at
any other time.
6. Average. General Average to be settled according to York-Antwerp Rules, 1974, Proprietors of cargo to pay the
cargo's share in the general expenses even if same have been necessitated through neglect or default of the Carrier's
Servants. The Shippers, Consignees and Owners of the goods expressly renounce the Netherlands Commercial Code,
Art. 700, and the Belgian Commercial Code, Part II, Art. 148.
7. Amended Jason Clause. In the event of accident, danger, damage, or disaster before or after commencement of the
voyage resulting from any cause whatsoever whether due to negligence or not, for which or for the consequence of
which the Carrier is not responsible by statute, contract, or otherwise, the cargo, Shippers, Consignees, or Owners of the
cargo shall contribute with the Carrier in General Average to the payment of any sacrifices, losses or expenses of a
General Average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of
the cargo. If a salving ship is owned or operated by the Carrier, salvage shall be paid for as if the salving ship or ships
belong to strangers.
8. Both-to-Blame Collision Clause. If the Vessel comes into collision with another ship as a result of the negligence of
the other ship and any act, neglect or default of the Master, Mariner, Pilot or the Servants of the Carrier in the
navigation or in the management of the Vessel, the Owner of the cargo carried hereunder will indemnify the Carrier
against all loss or liability to the other or non-carrying ship or her Owners in so far as such loss or liability represents
loss of, or damage to, or any claim whatsoever of the Owners of the said cargo, paid or payable by the other or
non-carrying ship or her Owner to the Owners of said cargo and set-off, or recouped or recovered by the other or
non-carrying ship or her Owners as part of their claim against the carrying Vessel or Carrier. The foregoing provisions
shall also apply where the Owners, operators or those in charge of any ship or ships or objects other than, or in addition
to, the colliding ships or objects are at fault in respect of a collision or contact.
9. Payment of freight. Full freight has to be paid on cargo damaged or diminished by leakage. For any increase in
weight owing to sea damage no freight has to be paid.
Freight payable at port of destination, together with all other amounts mentioned in the Lien Clause, is to be paid on
delivery of the goods in cash without deduction and in the currency named in the Bill of Lading, or at the option of the
Page 448
Receivers in the currency of the country at the highest rate of exchange for the banker's sight bills current on the day
when the Vessel is entered at the customhouse.
Freight payable in advance cannot be reclaimed, even if the Vessel and/or cargo should be lost. In calculating General
Average contribution, freight payable in advance has to be added to the value of the goods.
ADDITIONAL CLAUSES:
10. Limitation of Liability. In case of any loss or damage to or in connection with goods exceeding in actual value
100 per package, or, in case of goods not shipped in packages, per customary freight unit, the value of the goods shall
be deemed to be 100 per package or per unit, on which basis the freight is adjusted and the Carrier's liability, if any,
shall be determined on the basis of a value of 100 per package or per customary freight unit, or pro rata in case of
partial loss or damage, unless the nature of the goods and a valuation higher than 100 shall have been declared in
writing by the Shippers upon delivery to the Carrier and inserted in this Bill of Lading and extra freight paid if required
and in such case if the actual value of the goods per package or per customary freight unit shall exceed such declared
value, the value shall nevertheless be deemed to be the declared value and the Carrier's liability, if any, shall not exceed
the declared value and any partial loss or damage shall be adjusted pro rata on the basis of such declared value.
Unless notice of loss or damage and the general nature of such loss or damage be given in writing to the Carrier or his
Agent at the port of discharge before or at the time of the removal of the goods into the custody of the person entitled to
delivery thereof under the contract of carriage, such removal shall be prima facie evidence of the delivery by the Carrier
of the goods as described in the Bill of Lading. If the loss or damage is not apparent the notice must be given within
three days of the delivery. In any event the Carrier and the Vessel shall be discharged from all liability in respect of loss
or damage unless suit is brought within one year after the delivery of the goods or the date when the goods should have
been delivered.
Any dispute arising under this Bill of Lading to be decided according to the law of Vessel's flag.
11. Quarantine, Lock-outs, Strikes and Ice. If on account of actual or threatened quarantine, ice, strikes, lock-outs, or
reasons of a similar nature, the Master at any time is in doubt as to whether he can safely reach or enter the port of
destination, there discharge in the usual manner, or proceed thence on his voyage unmolested, he is at liberty to
discharge the goods at another port which he may consider safe. Such discharge shall be deemed to be in fulfilment of
the contract voyage and freight shall be payable accordingly. Receivers and/or Shippers to be informed, if possible, and
be liable for all extra expenses thereby incurred.
12. War. 1. (A) If the nation under whose flag the Vessel sails be engaged in war, hostilities or warlike operations or
be involved in civil war or revolution whereby the safe navigation of the Vessel may be endangered the cargo loaded
shall be discharged at the port of loading.
(B) If owing to or during any war, warlike operations, civil war or revolution any cargo loaded under this Bill of
Lading become, or be declared to be, contraband, whether absolute or conditional, or liable to confiscation or detention
such cargo shall be discharged at the port of loading.
The discharge of any cargo effected at the port of loading shall be at Shippers' risk and expense, the contract of carriage
thereupon being at an end so far as such cargo is concerned. The Carrier shall have the right to load other cargo in place
of cargo discharged.
2. If, after the Vessel has left port of loading, any port of discharge named in this Bill of Lading be, or be declared to
be, blockaded, or if owing to any of the matters mentioned in sub-clauses 1 (A) and (B) entry to any such port of
discharge of cargo intended for any such port be in the Master's discretion dangerous or be prohibited, or it be found in
Page 449
the Master's discretion dangerous or impossible for the Vessel to reach or remain at any such port, the cargo or such part
of it as may be affected shall be discharged at such safe port, the cargo or such part of it as may be affected shall be
discharge at such safe port which the Vessel may call at or would pass in the ordinary course of the contract voyage as
may be nominated by the Shippers within 48 hours after receiving the Carrier's request for nomination of a substitute
discharging port or at such safe port as the Master may decide on should the Shippers fail to make nomination.
3. The Vessel shall have liberty to comply with any orders or direction as to departure, arrival, routes, ports of call,
stoppages, destination, discharge or in any other wise whatsoever given by the government of the nation under whose
flag the Vessel sails or any other government or any person (or body) acting or purporting to act with the authority of
such government or by any committee or person having under the terms of the war risks insurance on the Vessel the
right to give any such orders or directions. If by reason of or in compliance with any such orders or directions anything
is done or is not done it shall not be deemed a deviation.
4. The discharge of any cargo at other than the loading port under the provisions of sub-clause 2 and/or the conclusion
of the adventure consequent upon compliance with any orders or directions referred to in sub-clause 3 whether the cargo
be discharged or not, shall be deemed to be in fulfilment of the contract voyage and freight shall be payable
accordingly. All extra expenses in consequence thereof shall be paid by the Shippers or Owners of the cargo, the Carrier
having a lien on the cargo for freight and all expenses incurred by him whether for discharge or otherwise.
13. General Paramount Clause. This Bill of Lading shall have effect subject to the provisions of any legislation
relating to the carriage of goods by sea which incorporates the rules relating to Bills of Lading contained in the
international Convention, dated Brussels 25th August, 1924 and which is compulsorily applicable to the contract of
carriage herein contained. Such legislation shall be deemed to be incorporated herein, but nothing herein contained shall
be deemed a surrender by the Carrier of any of its rights or immunities or an increase of any of its responsibilities or
liabilities thereunder. If any term of this Bill of Lading be repugnant to any extent to any legislation by this clause
incorporated, such term shall be void to that extent but no further. Nothing in this Bill of Lading shall operate to limit or
deprive the Carrier of any statutory protection or exemption from, or limitation of, liability.
14. Shipments between ports in Denmark, Finland, Norway and Sweden. Where Par. 122 of the Danish, Finnish,
Norwegian and Swedish Maritime Laws apply the Carrier is considered to have taken all such reservation as to the
liability and responsibility as he is allowed to do by the sections 122 and 123 of the said Acts.
Legal Topics:
FOOTNOTES:
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57 of 129 DOCUMENTS

FORM No. 24-4 CONGENBILLn1
Revised 1994
(1) All terms and conditions, liberties and exceptions of the Charter Party, dated as overleaf, including the Law and
Arbitration Clause, are herewith incorporated.
(2) General Paramount Clause. (a) The Hague Rules contained in the International Convention for the Unification of
certain rules relating to Bills of Lading, dated Brussels the 25th August 1924 as enacted in the country of shipment,
shall apply to this Bill of Lading. When no such enactment is in force in the country of shipment, the corresponding
legislation of the country of destination shall apply, but in respect of shipments to which no such enactments are
compulsorily applicable, the terms of the said Convention shall apply.
(b) Trades where Hague-Visby Rules apply. In trades where the International Brussels Convention 1924 as amended by
the Protocol signed at Brussels on February 23rd 1968--the Hague-Visby Rules--apply compulsorily, the provisions of
the respective legislation shall apply to this Bill of Lading.
(c) The Carrier shall in no case be responsible for loss or damage to the cargo, howsoever arising prior to loading into
and after discharge from the Vessel or while the cargo is in the charge of another Carrier, nor in respect of deck cargo or
live animals.
Page 451
(3) General Average. General average shall be adjusted, stated and settled according to York-Antwerp Rules 1994, or
any subsequent modification thereof, in London unless another place is agreed in the Charter Party.
neglect or error of the Master, Pilot or Crew. The Charterers, Shippers and Consignees expressly renounce the Belgian
Commercial Code, Part II, Art. 148.
which, the Carrier is not responsible, by statute, contract or otherwise, the cargo, shippers, consignees or owners of the
General Average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of
the cargo. If a salving ship is owned or operated by the Carrier, salvage shall be paid for as fully as if the said salvaging
vessel or vessels belonged to strangers. Such deposit as the Carrier, or his agents, may deem sufficient to cover the
estimated contribution of the goods and any salvage and special charges thereon shall, if required, be made by the cargo,
shippers, consignees or owners of the goods to the Carrier before delivery.
negligence of the other vessel and any act, neglect or default of the Master, Mariner, Pilot or the servants of the Carrier
represents loss of, or damage to, or any claim whatsoever of the owners of said cargo, paid or payable by the other or
non-carrying vessel or her owners to the owners of said cargo and set off, recouped or recovered by the other or
non-carrying vessel or her owners as part of their claim against the carrying Vessel or the Carrier.
Legal Topics:
FOOTNOTES:
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58 of 129 DOCUMENTS

FORM No. 24-5 COMBICONBILLn1
I. GENERAL PROVISIONS.
1. Applicability. Notwithstanding the heading "Combined Transport Bill of Lading", the provisions set out and
referred to in this document shall also apply, if the transport as described on the face of the B/L is performed by one
mode of transport only.
2. Definitions. "Carrier" means the party on whose behalf this B/L has been signed. "Merchant" includes the Shipper,
the Receiver, the Consignor, the Consignee, the Holder of this B/L and the Owner of the Goods.
3. Carrier's Tariff. The terms of the Carrier's applicable Tariff at the date of shipment are incorporated herein. Copies
of the relevant provisions of the applicable Tariff are available from the Carrier upon request. In the case, of
inconsistency between this B/L and the applicable Tariff, this B/L shall prevail.
4. Time Bar. All liability whatsoever of the Carrier shall cease unless suit is brought within 11 months after delivery of
the goods or the date when the goods should have been delivered.
5. Law and Jurisdiction. Disputes arising under this B/L shall be determined at the option of the Claimant by the
courts and subject to Clause 12 of this B/L in accordance with the law at
(a) the place where the Carrier has his habitual residence or his principal place of business or the branch or agency
Page 453
through which the contract of combined transport was made, or
(b) the place where the goods were taken in charge by the Carrier or the place designated for delivery.
No proceedings may be brought before other courts unless the parties expressly agree on both the choice of another
court or another court or arbitration tribunal and the law to be then applicable.
II. PERFORMANCE OF THE CONTRACT.
6. Sub-contracting. (1) The Carrier shall be entitled to sub-contract on any terms the whole or any part of the carriage,
loading, unloading, storing, warehousing, handling and any and all duties whatsoever undertaken by the Carrier in
relation to the goods.
(2) For the purposes of this contract and subject to the provisions in this B/L, the Carrier shall be responsible for the
acts and omissions of any person of whose services he makes use for the performance of the contract of carriage
evidenced by this document.
7. Methods and Routes of Transportation. (1) The Carrier is entitled to perform the transport in any reasonable
manner and by any reasonable means, methods and routes.
(2) In accordance herewith, for instance, in the event of carriage by sea, vessels may sail with or without pilots,
undergo repairs, adjust equipment, drydock and tow vessels in all situations.
8. Optional Stowage. (1) Goods may be stowed by the Carrier by means of containers, trailers, transportable tanks,
flats, pallets, or similar articles of transport used to consolidate goods.
(2) Containers, trailers and transportable tanks, whether stowed by the Carrier or received by him in a stowed condition
9. Hindrances etc. Affecting Performance. (1) The Carrier shall use reasonable endeavours to complete the transport
and to deliver the goods at the place designated for delivery.
(2) If at any time the performance of the contract as evidenced by this B/L is or will be affected by any hindrance, risk,
delay, difficulty or disadvantage of whatsoever kind, and if by virtue of sub-clause (1) the Carrier has no duty to
complete the performance of the contract, the Carrier (whether or not the transport is commenced) may elect to
(a) treat the performance of this contract as terminated and place the goods at the Merchant's disposal at any place
which the Carrier shall deem safe and convenient; or
(b) deliver the goods at the place designated for delivery.
In any event the Carrier shall be entitled to full freight for goods received for transportation and additional
compensation for extra costs resulting from the circumstances referred to above.
III. CARRIER'S LIABILITY.
10. Basic Liability. (1) The Carrier shall be liable for loss of or damage to the goods occurring between the time when
he receives the goods into his charge and the time of delivery.
(2) The Carrier shall, however, be relieved of liability for any loss or damage if such loss or damage arose or resulted
Page 454
from:
(a) The wrongful act or neglect of the Merchant.
(b) Compliance with the instructions of the person entitled to give them.
(c) The lack of, or defective conditions of packing in the case of goods which, by their nature, are liable to wastage or
to be damaged when not packed or when not properly packed.
(d) Handling, loading, stowage or unloading of the goods by or on behalf of the Merchant.
(e) Inherent vice of the goods.
(f) Insufficiency or inadequacy of marks or numbers on the goods, covering, or unit loads.
(g) Strikes or lock-outs or stoppage or restraints of labour from whatever cause whether partial or general.
(h) Any cause or event which the Carrier could not avoid and the consequence whereof he could not prevent by the
exercise of reasonable diligence.
(3) Where under sub-clause (2) the Carrier is not under any liability in respect of some of the factors causing the loss or
damage, he shall only be liable to the extent that those factors for which he is liable under this clause have contributed
to the loss or damage.
(4) The burden of proving that the loss or damage was due to one or more of the causes, or events, specified in (a), (b)
and (h) of sub-clause (2) shall rest upon the Carrier.
When the Carrier established that in the circumstances of the case, the loss or damage could be attributed to one or more
of the causes, or events, specified in (c) to (g) of sub-clause (2), it shall be presumed that it was so caused. The
Merchant shall, however, be entitled to prove that the loss or damage was not, in fact, caused either wholly or partly by
one or more of the causes or events.
11. The Amount of Compensation. (1) When the Carrier is liable for compensation in respect of loss of or damage to
the goods, such compensation shall be calculated by reference to the value of such goods at the place and time they are
delivered to the Merchant in accordance with the contract or should have been so delivered.
(2) The value of the goods shall be fixed according to the commodity exchange price or, if there be no such price,
according to the current market price or, if there be no commodity exchange price or current market price, by reference
to the normal value of goods of the same kind and quality.
(3) Compensation shall not, however, exceed 30 Francs per kilo of gross weight of the goods lost or damaged. A Franc
means a unit consisting of 65.5 milligrammes of gold of millesimal fineness 900'.
(4) Higher compensation may be claimed only when, with the consent of the Carrier, the value for the goods declared
by the consignor which exceeds the limits laid down in this clause has been stated in this B/L. In that case the amount of
the declared value shall be substituted for that limit.
12. Special Provisions. (1) Notwithstanding anything provided for in clauses 10 and 11 of this B/L, if it can be proved
where the loss or damage occurred the Carrier and/or the Merchant shall, as to the liability of the Carrier, be entitled to
require such liability to be determined by the provisions contained in any international convention or national law,
Page 455
which provisions
(a) cannot be departed from by private contract, to the detriment of the Claimant, and
(b) would have applied if the Merchant had made a separate and direct contract with the Carrier in respect of the
particular stage of transport where the loss or damage occurred and received as evidence thereof any particular
document which must be issued if such international convention or national law shall apply.
(2) Insofar as the Hague Rules contained in the International Convention for the Unification of Certain Rules relating to
Bills of Lading, dated 25th August, 1924, do not apply to carriage by sea by virtue of the foregoing provisions of this
clause, the liability of the Carrier in respect of any carriage by sea shall be determined by that Convention. The Hague
Rules shall also determine the liability of the Carrier in respect of carriage by inland waterways as if such carriage were
carriage by sea. Furthermore, they shall apply to all goods, whether carried on deck or under deck.
13. Delay, Consequential Loss, etc. If the Carrier is held liable in respect of delay, consequential loss or damage other
than loss of or damage to the goods, the liability of the Carrier shall be limited to the freight for the transport covered by
this B/L, or to the value of the goods as determined in Clause 11, whichever is least.
14. Notice of Loss. Unless notice of loss of or damage to the goods and the general nature of it be given in writing to
the Carrier at the place of delivery before or at the time of the removal of the goods into the custody of the person
entitled to delivery thereof under this B/L, or if the loss or damage be not apparent, within six consecutive days
thereafter, such removal shall be prima facie evidence of the delivery by the Carrier of the goods as described in this
B/L.
15. Defences and Limits for the Carrier. (1) If an action for loss or damage to the goods is brought against a servant,
agent or independent contractor, such person shall be entitled to avail himself of the defences and limits of liability
which the Carrier is entitled to invoke under this contract.
(2) However, if it is proved that the loss or damage resulted from an act or omission of this person, done with intent to
cause damage or recklessly and with knowledge that damage would probably result, such person shall not be entitled to
the benefit of limitation of liability provided for in Clause 11 sub-clause (3).
(3) Subject to the provisions of Clause 11 sub-clause (3), of Clause 15 sub-clause (2) and of sub-clause (2) of this
clause, the aggregate of the amounts recoverable from the Carrier and his servants, agents or independent contractors
shall in no case exceed the limits provided for in this document.
IV. DESCRIPTION OF GOODS.
17. Carrier's Responsibility. This B/L shall be prima facie evidence of the receipt by the Carrier of the goods as
herein described in respect of the particulars which he had reasonable means of checking. In respect of such particulars,
proof to the contrary shall not be admissible, when this document has been transferred to a third party acting in good
faith.
18. Shipper's Responsibility. The Shipper shall be deemed to have guaranteed to the Carrier the accuracy, at the time
the goods were taken in charge by the Carrier, of the description of the goods, marks, number, quantity and weight, as
furnished by him, and the Shipper shall indemnify the Carrier against all loss, damage and expenses arising or resulting
from inaccuracies in or inadequacy of such particulars. The right of the Carrier to such indemnity shall in no way limit
his responsibility and liability under this B/L to any person other than the Shipper.
V. FREIGHT AND LIEN.

Page 456
19. Freight. (1) Freight shall be deemed earned on receipt of the goods by the Carrier and shall be paid in any event.
(2) The Merchant's attention is drawn to the stipulations concerning currency in which the freight and charges are to be
paid, rate of exchange, devaluation and other contingencies relative to freight and charges in the relevant tariff
conditions. If no such stipulation as to devaluation exists or is applicable the following clause to apply:
If the currency in which freight and charges are quoted is devalued between the date of the freight agreement and the
date when the freight and charges are paid, then all freight and charges shall be automatically and immediately
increased in proportion to the extent of the devaluation of the said currency.
(3) For the purpose of verifying the freight basis, the Carrier reserves the right to have the contents of containers,
trailers or similar articles of transport inspected in order to ascertain the weight, measurements, value, or nature of the
goods.
20. Lien. The Carrier shall have a lien on the goods for any amount due under this contract and for the costs of
recovering the same, and may enforce such lien in any reasonable manner.
VI. MISCELLANEOUS PROVISIONS.
21. General Average. (1) General Average to be adjusted at any port or place at the Carrier's option, and to be settled
according to the York-Antwerp Rules 1974, this covering all goods, whether carried on or under deck. The Amended
Jason Clause as approved by BIMCO to be considered as incorporated herein.
(2) Such security including a cash deposit as the Carrier may deem sufficient to cover the estimated contribution of the
goods and any salvage and special charges thereon, shall, if required, be submitted to the Carrier prior to delivery of the
goods.
22. Dangerous Goods. (1) When the Merchant hands goods of a dangerous nature to the Carrier, he shall inform him
in writing of the exact nature of the danger and indicate, if necessary, the precautions to be taken.
(2) Goods of a dengerous nature which the Carrier did not know were dangerous, may, at any time or place, be
unloaded, destroyed, or rendered harmless, without compensation; further the Merchant shall be liable for all expenses,
loss or damage arising out of their handing over for carriage or of their carriage.
(3) If any goods shipped with the knowledge of the Carrier as to their dangerous nature shall become a danger to the
ship or cargo, they may in like manner be landed at any place or destroyed or rendered innocuous by the Carrier without
liability on the part of the Carrier except to General Average, if any.
23. Both-to-Blame Collision Clause. The Both-to-Blame Collision Clause as adopted by BIMCO to be considered
incorporated herein.
24. Shipper-packed Containers, etc. (1) If a container has not been filled, packed or stowed by the Carrier, the Carrier
shall not be liable for any loss of or damage to its contents and the Merchant shall cover any loss or expense incurred by
the Carrier, if such loss, damage or expense has been caused by
(a) negligent filling, packing or stowing of the container;
(b) the contents being unsuitable for carriage in container; or

Page 457
(c) the unsuitability or defective condition of the container unless the container has been supplied by the Carrier and the
unsuitability or defective condition would not have been apparent upon reasonable inspection at or prior to the time
when the container was filled, packed or stowed.
(2) The provisions of paragraph (1) of this clause also apply with respect to trailers, transportable tanks, flats and
pallets which have not been filled, packed or stowed by the Carrier.
Legal Topics:
LadingAdmiralty LawCharterpartiesCharter ContractsBills of Lading
FOOTNOTES:
Page 458
59 of 129 DOCUMENTS

FORM No. 24-5A COMBINED TRANSPORT DOCUMENTn1
Reprinted with permission of the Baltic and International Maritime Council.
CODE NAME: "COMBIDOC"
Issued July 1st, 1977
I. GENERAL PROVISIONS
1. Applicability. Notwithstanding the heading "Combined Transport Document," the provisions set out and referred to
in this CT Document shall also apply, if the transport as described on the face of the Document contrary to the original
intentions of the parties is performed by one mode of transport only.
2. Definitions. "CTO" means the party on whose behalf this CT Document has been signed. "Merchant" includes the
shipper, the Receiver, the Consignor, the Consignee, the Holder of the CT Document and the Owner of the Goods.
"Delivery" means delivering the goods to or placing the goods at the disposal of the party entitled to receive them.
"Goods" means the cargo accepted from the Consignor and includes any container, transportable tank, not supplied by
or on behalf of the CTO.
"Franc" means a unit consisting of 65.5 milligrammes of gold of millesimal fineness 900.
Page 459
3. CTO's Tariff. The terms of the CTO's applicable Tariff at the date of shipment are incorporated herein. Copies of
the relevant provisions of the applicable Tariff are available from the CTO upon request. In the case of inconsistency
between this CT Document and the applicable Tariff, this CT Document shall prevail.
4. Time Bar. The CTO shall be discharged of all liability under this CT Document unless suit is brought within nine
months after,
i) the delivery of the goods, or
ii) the date when the goods should have been delivered,or
iii) the date, when in accordance with Clause 14, failure to deliver the goods would, in the absence of
evidence to the contrary, give to the party entitled to receive delivery the right to treat the goods as lost.
5. Law and Jurisdiction. Disputes arising under this CT Document shall be determined at the option of the Claimant
by the courts and subject to Clause 11 of this CT Document in accordance with the law at
(a) the place where the CTO has his principal place of business, or
(b) the place where the goods were taken in charge by the CTO or the place designated for delivery. No proceedings
may be brought before other courts unless the parties expressly agree on both the choice of another court or arbitration
tribunal and the law to be then applicable.
II. PERFORMANCE OF THE CONTRACT
6. Methods and Routes of Transportation.
(1) The CTO is entitled to perform the transport in any reasonable manner and by any reasonable means, methods and
routes.
(2) In accordance herewith, for instance, in the event of carriage by sea, vessels may said with or without pilots,
undergo repairs, adjust equipment, drydock, and tow vessels in all situations.
7. Optional Stowage.
(1) Goods may be stowed by the CTO by means of containers, trailers, transportable tanks, flats, pallets, or similar
articles of transport used to consolidate goods.
(2) Containers, trailers and transportable tanks, whether stowed by the CTO or received by him in a stowed condition
8. Hindrance, etc. Affecting Performance
(1) The CTO shall used reasonable endeavours to complete the transport and to deliver the goods at the place
designated for delivery.
(2) If at any time the performance of the contract as evidenced by this CT Document is or will be affected by any
hindrance, risk, delay, difficulty or disadvantage of whatsoever kind, and if by virtue of sub-clause (1) the CTO has no
duty to complete the performance of the contract, the CTO (whether or not the transport is commenced) may elect to
Page 460
(a) treat the performance of this contract as terminated and place the goods at the Merchant's disposal at any place
which the CTO shall deem safe and convenient; or
(b) deliver the goods at the place designated for delivery.
In any event the CTO shall be entitled to full freight for goods received for transportation and additional compensation
for extra costs resulting from the circumstances referred to above.
III. CTO's LIABILITY
9. (1) The CTO assumes liability and undertakes to pay compensation for loss of or damage to the goods occurring
within the time of taking them into his charge and the time of delivery, to the extent set out in this CT Document.
(2) The CTO accepts responsibility for the acts and omissions of his agents or servants, when such agents or servants
are acting within the scope of their employment, as if such acts and omissions were his own; further, he accepts
responsibility for the acts and omissions of any other persons whose services he uses for the performance of the contract
evidenced by this CT Document.
10. When the Stage of Transport Where the Loss or Damage Occurred is Not Known.
(1) Compensation as per Clause 9(1) shall be calculated by reference to the value of such goods at the place and time
they are or, in accordance with the contract of combined transport, they should have been delivered to the Consignee.
(2) The value of the goods shall be determined according to the current commodity exchange price or, if there is no
such price, according to the current market price, or, if there is no commodity exchange price or current market price,
by reference to the normal value of goods of the same kind and quality.
(3) Compensation shall not exceed 30 francs per kilo of gross weight of the goods lost or damaged, unless, with the
consent of the CTO, the Consignor has declared a higher value for the goods and such higher value has been stated in
this CT Document, in which case such higher value shall be the limit.
(4) The CTO shall not, in any case, be liable for an amount greater than the actual loss to the person entitled to make
the claim.
(5) The CTO shall not be liable to pay compensation if the loss or damage was caused by:
(a) an act or omission of the Merchant, or person other than the CTO acting on behalf of the Merchant, or from whom
the CTO took the goods in charge;
(b) insufficient or defective condition of the packing or marks;
(c) handling, loading stowage or unloading of the goods by the Merchant or any person acting on his behalf;
(d) inherent vice of the goods;
(e) strike, lockout, stoppage or restraint of labour, the consequences of which the CTO could not avoid by the exercise
of reasonable diligence;
(f) any cause or event with the CTO could not avoid and the consequences of which he could not prevent by the
Page 461
exercise of reasonable diligence;
(g) a nuclear incident if the operator of a nuclear installation or a person acting for him is liable for this damage under
an applicable international Convention or national law governing liability in respect of nuclear energy.
(6) The burden of proving that the loss or damage was due to one or more of the causes or events mentioned in
sub-clause (5) shall rest upon the CTO.
When the CTO establishes that, in the circumstances of the case, the loss or damage could be attributed to one or more
of the causes or events specified in (b) to (d) of sub-clause (5), it shall be presumed that it was so caused. The claimant
shall, however, be entitled to prove that the loss or damage was not, in fact, caused wholely or partly by one or more of
these causes or events.
11. When the Stage of Transport Where the Loss or Damage Occurred is Known.
(1) The liability of the CTO in respect of such loss or damage shall be determined:
(a) by the provisions contained in any international Convention or national law, which provisions:
i) cannot be departed from by private contract, to the detriment of the claimant, and
ii) would have applied if the claimant had made a separate and direct contract with the CTO in respect of the particular
stage of transport where the loss or damage occurred and received as evidence thereof any particular document with
must be issued in order to made such international Convention or national law applicable; or
(b) in respect of any carriage by sea, by the Hague Rules contained in the International Convention for the Unification
of Certain Rules relating to Bills of Lading, dated 25th August, 1924, even if these Rules do not apply to the carriage by
sea by virtue of sub-paragraph (a) of this Clause. Furthermore, the Hague Rules shall apply to all goods, whether carried
on deck or under deck, or
(c) by the provisions of Clause 10 in cases where the provisions of sub-paragraphs (a) and (b) or this Clause do not
apply.
(2) Without prejudice to the provisions of Clause 15, when, under the provisions of sub-clause (1), the liability of the
CTO shall be determined by the provisions of any international Convention or national law, this liability shall be
determined as though the CTO were the carrier referred to in any such Convention or national law. However, the CTO
shall not be exonerated from liability where the loss or damage is caused or contributed to by the acts or omissions of
the CTO in his capacity as such, or his servants or agents when acting in such capacity and not in the performance of the
carriage.
12. Delay. The CTO is liable to pay compensation for delay only when the stage of transport where a delay occurred is
known, and to the extent that there is liability according to the provisions in Clause 11, sub-clause (1), paragraph (a).
However, the amount of such compensation shall not exceed the amount of the freight for that stage of transport,
provided that this limitation is not contrary to the applicable international Convention or national law.
13. Notice of Loss. Except in respect of goods treated as lost in accordance with Clause 14 of this CT Document the
CTO shall be deemed prima facie to have delivered the goods as described in this CT Document unless notice of loss of,
or damage to, the goods indicating the general nature of such loss or damage, shall have been given in writing to the
CTO or to his representative at the place of delivery before or at the time of removal of the goods into the custody of the
person entitled to deliver thereof under this CT Document, or, if the loss or damage is not apparent, within seven
Page 462
consecutive days thereafter.
14. Delivery/Non-Delivery of Goods.
(1) If the goods are not taken delivery of by the Merchant within a reasonable time after the CTO has called upon him
to take delivery, the CTO shall has called upon him to take delivery, the CTO shall be at liberty to put the goods in safe
custody on behalf of the Merchant at the Merchant's risk and expense.
(2) Failure to effect delivery within 90 days after the time it would be reasonable to allow for diligent completion of the
combined transport operation shall, in the absence of evidence to the contrary, give to the party entitled to receive
delivery the right to treat the goods as lost.
15. Defenses and Limits for the CTO, Servants, etc.
(1) The defenses and limits of liability provided for in this CT Document shall apply in any action against the CTO for
loss of, damage or delay to the goods, whether the action be founded in contract or in tort.
(2) if an action for loss or damage to the goods is brought against a servant, agent or independent contractor, such
person shall be entitled to avail himself of the defenses and limits of liability which the CTO is entitled to invoke under
this CT Document.
(3) The aggregate of the amounts recoverable from the CTO and his servants, agents or independent contractors shall in
no case exceed the limits provided for in this CT Document.
(4) The CTO shall not be entitled to the benefit of the limitation of liability provided for in Clause 10 if it is proved that
the loss or damage resulted from an act or omission of the CTO done with intent to cause damage or recklessly and with
knowledge that damage would probably result.
IV. DESCRIPTION OF GOODS
16. CTO's Responsibility. This CT Document shall be prima facie evidence of the taking in charge by the CTO of the
goods as therein described in respect of the particulars which he had reasonable means of checking. Proof to the
contrary shall not be admissible when this CT Document is issued in negotiable form and has been transferred to a third
party acting in good faith.
17. Consignor's Responsibility. The Consignor shall be deemed to have guaranteed to the CTO the accuracy at the
time the goods were taken in charge by the CTO, of the description of the goods, marks numbers, measurements,
quantity and weight, as furnished by him, and the Consignor shall indemnify the CTO against all loss, damage and
expenses arising or resulting from inaccuracies in or inadequacy of such particulars. The right of the CTO to such
indemnity shall in no way limit his responsibility and liability under this CT Document to any person other than the
Consignor.
18. Dangerous Goods.
(1) The Consignor shall comply with rules which are mandatory according to the national law or by reason of
international Convention, relating to the carriage of goods of a dangerous nature, and shall in any case inform the CTO
in writing of the exact nature of the danger before goods of a dangerous nature are taken in charge by the CTO and
indicate to him, if need be, the precautions to be taken.
(2) If the Consignor fails to provide such information and the CTO is unaware of the dangerous nature of the goods and
Page 463
the necessary precautions to be taken and if, at any time, they are deemed to be a hazard to life or property, they may at
any place be unloaded, destroyed or rendered harmless, as circumstances may require, without compensation, and the
Consignor shall be liable for all loss, damage, delay or expenses arising out of their being taken in charge, or their
carriage, or of any service incidental thereto.
The burden of proving the CTO knew the exact nature of the danger constituted by the carriage of the said goods shall
rest upon the person entitled to the goods.
(3) If any goods shipped with the knowledge of the CTO as to their dangerous nature shall become a danger to the ship
or cargo, they may in like manner be landed at any place or destroyed or rendered innocuous by the CTO without
liability on the part of the CTO except to General Average, if any.
19. Consignor-packed Containers, etc.
(1) If a container has not been filed, packed or stowed by the CTO, the CTO shall not be liable for any loss of or
damage to its contents and the Merchant shall cover any loss or expense incurred by the CTO, if such loss, damage or
expense has been caused by
(a) negligent filing, packing or stowing of the container;
(c) the unsuitability or defective condition of the container unless the container has been supplied by the CTO and the
unsuitability or defective condition would not have been apparent upon reasonable inspection at or prior to the time
when the container was filled, packed or stowed.
(2) The provisions of sub-clause (1) of this Clause also apply with respect to trailers, transportable tanks, flats and
pallets which have not been filled, packed or stowed by the CTO.
(3) The CTO does not accept liability for the functioning of reefer equipment or trailers supplied by the Merchant.
V. FREIGHT AND LIEN
20. Freight.
(1) Freight shall be deemed earned on receipt of the goods by the CTO and shall be paid in any event.
(2) The Merchant's attention is drawn to the stipulations concerning currency in which the freight and charges are to be
paid, rate of exchange devaluation and other contingencies relative to freight and charges in the relevant tariff
conditions. If no such stipulation as to devaluation exists or is applicable the following clause to apply:
If the currency in which freight and charges are quoted is devalued or revalued between the date of the freight
agreement and the date when the freight and charges are paid, then all freight and charges shall be automatically and
immediately changed in proportion to the extent of the devaluation or reproportion to the extent of the devaluation or
revaluation of the said currency. When the CTO has consented to payment in other currency than the above mentioned
currency, then all freight and charges shall--subject to the preceding paragraph--be paid at the highest selling rate of
exchange for banker's sight draft current on the day when such freight and charges are paid. If the banks are closed on
the day when the freight is paid the rate to be used will be the one in force on the last day the banks were open.
(3) For the purpose of verifying the freight basis, the CTO reserves the right to have the contents of containers, trailers
Page 464
or similar articles of transport inspected in order to ascertain the weight, measurement, value, or nature of the goods. If
on such inspection it is found that the declaration is not correct, it is agreed that a sum equal either to five times the
difference between the correct freight and the freight charged or to double the correct freight less the freight charged,
whichever sum is the smaller, shall be payable as liquidated damages to the CTO notwithstanding any other sum having
been stated on this CT Document as the freight payable.
(4) All dues, taxes and charges levied on the goods and other expenses in connection therewith shall be paid by the
Merchant.
21. Lien. The CTO shall have a lien on the goods for any amount due under this contract and for the costs of
recovering the same, and may enforce such lien in any reasonable manner.
VI. MISCELLANEOUS PROVISIONS
22. General Average.
(1) General Average to be adjusted at any port of place at the CTO's option, and to be settled according to the
York-Antwerp Rules 1974, this covering all goods, whether carried on or under deck. The New Jason Clause as
approved by BIMCO to be considered as incorporated herein.
(2) Such security including a cash deposit as the CTO may deem sufficient to cover the estimated contribution of the
goods and any salvage and special charges thereon, shall, if required, be submitted to the CTO prior to delivery of the
goods.
23. Both-to-Blame Collision Clause. The Both-to-Blame Collision Clause as adopted by BIMCO to be considered
incorporated herein.
Legal Topics:
FOOTNOTES:
(n1)Footnote 1. Reprinted with permission of the Baltic and International Maritime Council.
Page 465
60 of 129 DOCUMENTS

2D-XXIV Benedict on Admiralty FORM No. 24-5B
FORM No. 24-5B JSE NEGOTIABLE COMBINED TRANSPORT BILL OF LADINGn*
1. Definitions
"Carrier" means the party on whose behalf this Bill of Lading has been signed.
"Merchant" includes the shipper, consignor, consignee, owner and receiver of the Goods and the holder of this Bill of
Lading.
"Goods" means the cargo described on the face of this Bill of Lading and includes any container not supplied by the
Carrier.
2. Negotiability
(1) This Bill of Lading shall be deemed to be negotiable, unless marked "non-negotiable".
(2) By accepting this Bill of Lading, the Merchant and its transferees agree with the Carrier that, unless it is marked
"non-negotiable", it shall be deemed to constitute the title to the Goods and the holder, by endorsement of this Bill of
Lading, shall be entitled to receive or to transfer the Goods herein mentioned.
3. Applicability
Notwithstanding the heading "Combined Transport Bill of Lading", the provisions set out and referred to in this Bill of
Lading shall also apply when the transport is performed by one mode of transport.

Page 466
The contract evidenced by or contained in this Bill of Lading shall be governed by Japanese law. Any dispute arising
from this Bill of Lading shall be referred to arbitration in Tokyo by Tokyo Maritime Arbitration Commission
(TOMAC) of The Japan Shipping Exchange, Inc. in accordance with the Rules of TOMAC and any amendments
thereto, and the award given by the arbitrators shall be final and binding on both parties.
5. Method and Route of Transportation
(1) The Carrier reserves to himself a reasonable liberty as to the means, route and procedure to be followed in the
handling, storage and transportation of the Goods.
(2) The Goods may be stowed by the Carrier in containers or similar articles of transport used to consolidate goods.
6. Hindrances, etc. Affecting Performance
If at any time the performance of the contract as evidenced by this Bill of Lading is or is likely to be affected by any
hindrance, risk, delay, difficulty or disadvantage of whatsoever kind, the Carrier (whether or not the transport is
commenced) may elect
(i) to treat the performance of this contract as terminated and place the Goods at the Merchant's disposal at any place
which the Carrier deems safe and convenient, whereupon the responsibility of the Carrier in respect of such Goods shall
cease: or
(ii) to deliver the Goods at the place designated for delivery.
In any event the Carrier shall be entitled to full freight and charges on the Goods received for transportation, and the
Merchant shall pay any additional costs of carriage to and delivery and storage at such place as abovementioned.
7. Defences and Limits for Carrier, Servants, etc.
(1) The defences and limits of liability provided for in this Bill of Lading shall apply in any action against the Carrier
for loss of or damage to the Goods or delay in delivery, whether the action be founded in contract or in tort.
(2) If an action is brought against a servant or agent of the Carrier, such person shall be entitled to avail himself of the
defences and limits of liability which the Carrier is entitled to invoke under this Bill of Lading.
(3) The aggregate of the amounts recoverable from the Carrier and his servants or agents shall in no case exceed the
limits provided for in this Bill of Lading.
8. Liability for Loss or Damage
(1) (i) The Carrier shall be liable for loss of or damage to the Goods occurring between the place of receipt and the place
of delivery, unless such loss or damage was caused by:
(a) an act or omission of the Merchant or person other than the Carrier acting on behalf of the Merchant or from whom
the Carrier took the Goods in charge; or
(b) compliance with the instructions of the person entitled to give them; or
(c) the lack of or insufficiency of or defective condition of packing; or

Page 467
(d) handling, loading, stowage or unloading of the Goods done by or on behalf of the Merchant; or
(e) inherent vice or nature of the Goods; or
(f) insufficiency or inadequacy of marks or numbers on the Goods, coverings or containers; or
(g) strikes or lockouts or stoppage or restraint of labour from whatever cause, whether partial or general; or
(h) any cause or event which the Carrier could not avoid and the consequence whereof he could not prevent by the
exercise of reasonable diligence.
(ii) When the Carrier establishes that in the circumstances of the case, the causes or events specified in (c) to (g) of the
preceding sub-paragraph could attribute to the loss or damage, it shall be presumed that it was so caused. The Merchant
shall, however, be entitled to prove that the loss or damage was not, in fact. caused either wholly or partly by such
causes or events.
(iii) When the Carrier is liable under this paragraph, compensation by the Carrier shall not exceed US$2 per kilo of
gross weight of the Goods lost or damaged, provided that higher compensation may be claimed if the value for the
Goods has been declared by the Merchant and has been stated in this Bill of Lading.
(2) Notwithstanding anything provided for in the preceding paragraph:
(i) if it is proved that loss of or damage to the Goods occurred during transport by sea or inland waterways, the liability
of the Carrier for such loss or damage shall be determined by the provisions of the International Carriage of Goods by
Sea Act of Japan. 1957, as amended 3 June, 1992 (Hague-Visby Rules Legislation); or
(ii) if it is proved that loss of or damage to the Goods occurred during transport by air, the liability of the Carrier for
such loss or damage shall be determined by the provisions of the Convention for the Unification of Certain Rules
relating to International Carriage by Air signed at Warsaw. October 12th, 1929, as amended by the Hague Protocol,
1955; or
(iii) if it is proved that loss of or damage to the Goods occurred during any particular stage of transport other than by
sea, inland waterways or air, the liability of the Carrier for such loss or damage shall be determined by the provisions of
the law, if any, which would be mandatorily applicable if a contract for such particular stage of transport had been made
under the laws of the country where such loss or damage occurred, and if there are no such provisions of the law as
above mentioned, paragraph (1) of this clause shall apply.
(3) When the Carrier is liable under this Clause, compensation by the Carrier shall be calculated by reference to the
Merchant's net invoice value of the Goods plus freight and insurance premium if paid, unless the value for the Goods
has been declared by the Merchant and has been stated in this Bill of Lading.
9. Delay, Consequential Loss
In no event shall the Carrier be liable for delay in delivery, any loss of profit or consequential loss or damage. Arrival
times are not guaranteed by the Carrier.
10. Notice of Loss and Time Bar
(1) Unless notice of loss of or damage to the Goods, indicating the general nature of such loss or damage, shall be given
in writing to the Carrier or to his representative at the place of delivery before or at the time of removal of the Goods
Page 468
into the custody of the person entitled to delivery thereof under this Bill of Lading or, if the loss or damage is not
apparent, within seven consecutive days thereafter, such removal shall be prima facie evidence of the delivery by the
Carrier of the Goods as described in this Bill of Lading.
(2) In any event the Carrier shall be discharged from all liability in respect of loss or damage unless arbitration is filed
pursuant to Clause 4 within nine months after delivery of the Goods or the date when the Goods should have been
delivered.
11. Delivery
(1) If delivery of the Goods is not taken by the Merchant within a reasonable time after the Carrier has called upon the
Merchant to take delivery thereof, the Carrier shall be at liberty to store the Goods, whereupon the liability of the
Carrier in respect of the Goods shall wholly cease and the costs of such storage shall forthwith upon demand be paid by
the Merchant to the Carrier.
(2) If the Goods are unclaimed during a reasonable time or whenever, in the Carrier's option, the Goods will become
deteriorated, decayed or worthless, the Carrier may, at his discretion and subject to his lien and without any
responsibility attaching to him, sell, abandon or otherwise dispose of such Goods solely at the risk and expense of the
Merchant.
12. Failure of Delivery
Failure to effect delivery within 90 days after the time it would be reasonable to allow for completion of the combined
transport operation shall give to the party entitled to receive delivery, the right to treat the Goods as lost.
13. Description of Goods
(1) This Bill of Lading shall be prima facie evidence of the receipt by the Carrier of the total number of containers or
other packages or units enumerated overleaf. Proof to the contrary shall not be admissible when this Bill of Lading has
been transferred to a third party acting in good faith.
(2) No representation is made by the Carrier as to the weight, contents, measure, quantity, quality, description,
condition, marks, numbers or value of the Goods and the Carrier shall be under no responsibility whatsoever in respect
of such description or particulars.
(3) The shipper warrants to the Carrier that the particulars relating to the Goods as set out overleaf have been checked
by the shipper on receipt of this Bill of Lading and that such particulars and any other particulars furnished by or on
behalf of the shipper are correct.
(4) The shipper shall indemnify the Carrier against all loss, damage or expenses arising or resulting from inaccuracies in
or inadequacy of such particulars.
14. Merchant-packed Containers
(1) If a container has not been filled, packed or stowed by the Carrier, the Carrier shall not be liable for any loss of or
damage to its contents and the Merchant shall indemnify the Carrier against any loss, damage, injury or expense, if such
loss, damage, injury or expense has been caused by:
(a) the manner in which the container has been filled, packed, closed or sealed; or

Page 469
(c) the unsuitability or defective condition of the container unless the container has been supplied by the Carrier and the
unsuitability or defective condition would not have been apparent upon reasonable inspection at or before the time when
the container was filled, packed or stowed.
(2) If the container is delivered by the Carrier with seals intact, such delivery shall be deemed to be full and complete
performance of the Carrier's Obligations hereunder and the Carrier shall not be liable for any loss of or damage to the
contents of the container.
(3) The Carrier has the right to inspect the Goods or package at any time and anywhere without the Merchant's
agreement.
(4) The provisions of paragraphs (1) through (3) of this Clause also apply with respect to trailers, transportable tanks,
flats and pallets which have been filled, packed or stowed by the Merchant.
15. Deck Cargo
(1) The Carrier is entitled to carry the Goods in containers under or on deck of the vessel.
(2) When the Goods are carried on deck, the Carrier shall not be required specially to note, mark or stamp any statement
of "on deck stowage" on the face hereof. The Goods so carried shall be subject to the International Carriage of Goods
by Sea Act of Japan, 1957, as amended 3 June, 1992 and shall be deemed to be carried under deck for all purposes
including general average.
(3) The Carrier shall not be liable in any capacity whatsoever for any delay or loss of or damage to the Goods which are
carried on deck and specially stated herein to be so carried, whether or not caused by the Carrier's negligence or the
vessel's unseaworthiness.
16. Livestock and Plants
Livestock and plants are carried without responsibility on the part of the Carrier for any accident, injury, illness, death,
loss or damage arising at any time whether caused by negligence or any other cause whatsoever.
17. Dangerous Goods, Contraband
(1) The Merchant shall comply with rules which are mandatory according to the national law or by reason of
international Convention, relating to the carriage of goods of dangerous nature, and shall in any case before such Goods
are taken in charge by the Carrier inform the Carrier in writing of the name, label and classification of such Goods as
well as the exact nature of the danger and indicate to him the precautions to be taken.
(2) If the Merchant fails to provide such information and at any time, the Goods are deemed to be a hazard to life or
property, such Goods may at any place be thrown overboard, unloaded, destroyed or rendered harmless, as
circumstances may require, without compensation, and the Merchant shall be liable for all loss, damage, delay or
expenses arising out of their being taken in charge or their carriage, or of any service incidental thereto.
(3) If the Goods shipped with the knowledge of the Carrier as to their dangerous nature are deemed to be a hazard to life
or property, they may in like manner be thrown overboard, landed at any place, destroyed or rendered innocuous by the
Carrier without liability on the part of the Carrier except as to general average, if any.
(4) Whenever the Goods are found to be contraband or prohibited by any laws or regulations of the port of loading,
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discharge or call or any place or waters during the carriage the Carrier shall be entitled to have such Goods thrown
overboard, discharged or otherwise disposed of at the Carrier's discretion without compensation and the Merchant shall
be liable for and indemnify the Carrier against loss of any kind, and any expenses arising out of such shipment.
18. Refrigerated Goods
(1) The Merchant undertakes not to tender for transportation the Goods which require refrigeration without previously
giving written notice of their nature and particular temperature range to be maintained and in the case of refrigerated
container packed by the Merchant further undertakes that the Goods have been properly stowed in the container and that
its thermostatic controls have been adequately set by him before receipt of the Goods by the Carrier.
If the above requirements are not complied with, the Carrier shall not be liable for any loss of or damage to the Goods
howsoever arising.
(2) The Carrier shall not be liable for any loss of or damage to the Goods arising from latent defects, derangement,
breakdown, stoppage of the refrigerating machinery, plant, insulation and/or any apparatus of the container, vessel,
conveyance and any other facilities, provided that the Carrier shall before or at the beginning of the transport have
exercised due diligence to maintain such equipment in an efficient state.
19. Valuable Goods
The Carrier shall not be liable for any loss of or damage to or in connection with platinum, gold, silver, jewellery,
precious stones, precious metals, radioisotopes, precious chemicals, bullion, specie, currency, negotiable instruments,
securities, writings, documents, pictures, embroideries, works of art, curios, heirlooms, collections of every nature or
any other valuable goods whatsoever including goods having particular value only for the Merchant, unless the true
nature and value of the Goods have been declared in writing by the Merchant before receipt of the Goods by the Carrier,
and the same is inserted in this Bill of Lading and ad valorem freight has been prepaid thereon.
20. Heavy Lift
(1) The weight of a single piece or package exceeding 1 metric ton gross must be declared by the Merchant in writing
before receipt by the Carrier.
(2) In case of the Merchant's failure in the above declaration, the Carrier shall not be responsible for any loss of or
damage to or in connection with the Goods, and at the same time the Merchant shall be liable for loss of or damage to
any property or for personal injury arising as a result of the Merchant's said failure and shall indemnify the Carrier
against loss or liability of any kind suffered or incurred by the Carrier as a result of such failure.
21. Freight and Charges
(1) Freight and charges shall be deemed.fully earned on receipt of the Goods by the Carrier and shall be paid in any
event, whether the vessel and/or the Goods be lost or not, or the transport be broken up or frustrated or abandoned at
any stage of the entire transit.
(2) For the purpose of verifying the freight basis, the Carrier may at any time open any container or other package or
unit in order to ascertain the weight, measurement or value of the Goods. If the particulars furnished by the Merchant
are incorrect, it is agreed that a sum equal to either five times the difference between the correct freight and the freight
charged or to double the correct freight less the freight charged, whichever sum is the smaller, shall be payable as
liquidated damages to the Carrier.
(3) The Merchant shall pay all dues, taxes and charges including consular fees levied on the Goods and any fines and/or
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losses sustained or incurred by the Carrier in connection with laws and regulations of any government or public
authorities in connection with the Goods.
(4) The shipper, consignor, consignee, owner and receiver of the Goods and holder of this Bill of Lading shall be jointly
and severally liable to the Carrier for the payment of all freight and charges and for the performance of the obligation of
each of them hereunder.
22. Lien
The Carrier shall have a lien on the Goods for any amount due under this Bill of Lading and for general average
contributions to whomever due and for the cost of recovering the same, and may enforce such lien in any reasonable
manner.
23. General Average
The Merchant shall admit that general average may be declared during the course of or in respect of.the carriage of the
Goods by sea and shall in such a case undertake to make, for settlement of the general average, such contribution due
from the Goods as is determined in accordance with the York-Antwerp Rules, 1994 and any modifications thereof.
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61 of 129 DOCUMENTS

FORM No. 24-6 NUVOYBILL--84n1
One side of the bill of lading appears in a box layout which is illustrated on the following page. The
(1) Incorporation Clause. All terms of the Charter Party, dated as overleaf, are herewith incorporated.
(2) General Paramount Clause. (a) Provisions of the International Convention for the Unification of certain Rules
relating to Bills of Lading signed at Brussels on 25th August 1924 (the "Hague Rules") shall apply to this Bill of
Lading. In respect of shipments to which national enactments of the said Rules are compulsorily applicable, provisions
of such enactments shall prevail.
In trades where the above Convention as amended by the Protocol dated Brussels, 23rd February 1968 (the
"Hague-Visby Rules"), is compulsorily applicable, provisions of the Hague-Visby Rules shall apply.
(b) The Carrier shall in no case be responsible for loss of or damage to cargo, howsoever arising prior to loading into
and after discharge from the vessel, nor in respect of deck cargo and live animals.
(3) General Average. (a) General average shall be adjusted in accordance with the York-Antwerp Rules 1974, or any
subsequent modification thereof, and--as to matters not provided for by these Rules--in accordance with the law and
practice prevailing at the place where the adjustment is drawn up. Carrier shall have the right to decide the place where
the adjustment will be drawn up and appoint the average adjuster.
(b) New Jason Clause. In the event of accident, danger, damage or disaster before or after the commencement of the
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cargo.
Carrier against all loss or liability to the other non-carrying vessel or her owners in so far as such loss or liability
represents loss of, or damage to, or any claim whatsoever of the owners of the said cargo and set-off, recouped or
recovered by the other or non-carrying vessel or her owners as part of their claim against the carrying vessel or the
Carrier.
object other than, or in addition to, the colliding vessels or objects are at fault in respect of a collision or contact.
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62 of 129 DOCUMENTS

FORM No. 24-7 HEAVYCONBILLn1
1986
(1) All terms and conditions, liberties, clauses and exceptions of the Contract dated as overleaf, including the War
Risks Clause (Clause 27) and the Law and Arbitration Clause (Clause 32) are hereby expressly incorporated if this Bill
of Lading covers a transport for which no Contract has been agreed, the terms of the "Heavycon" Contract shall be
deemed to be incorporated in this Bill of Lading.
(2) If the cargo is shipped under deck,
(i) The Hague Rules contained in the International Convention for the Unification of Certain Rules relating to Bills of
Lading, dated Brussels 25th August 1924, as enacted in the country of shipment shall apply to this Bill of Lading
provided that when no such enactment is in force in the country of shipment, the corresponding legislation of the
country of destination shall apply, but in respect of shipments to which no such enactments are compulsorily applicable
the terms of the said Convention shall apply.
(ii) Trades where Hague-Visby Rules apply:
Notwithstanding the provisions of sub-paragraph (i), in trades where the International Brussels Convention 1924 as
Page 475
amended by the Protocol signed at Brussels on 23rd February 1968--the Hague-Visby Rules--apply compulsorily, the
provisions of the respective legislation shall be considered incorporated in this Bill of Lading.
(iii) Trades where US COGSA apply:
Notwithstanding the provisions of sub-paragraph (i), in trades where the US COGSA 1936 applies compulsorily, the
provisions of the Act shall be incorporated in this Bill of Lading and shall apply prior to loading and after discharge
while the cargo is in the custody of the Carrier. The Carrier takes all possible reservations under the US COGSA 1936
for any loss, damage or delay to the cargo in the period before loading and after discharge.
(iv) The Carrier's liability for delay during the transportation shall be limited in accordance with the applicable Hague
or Hague-Visby Rules or US COGSA 1936 to the same extent as for cargo damage.
(v) The Carrier shall in no case be responsible for loss of or damage to cargo howsoever arising prior to loading into
and after discharge from the Vessel or while the goods are in the charge of another Carrier.
any modification thereof.
cargo.
(5) Both-to Blame Collision Clause. If the Vessel comes into collision with another vessel as a result of the
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63 of 129 DOCUMENTS

FORM No. 24-8 AUSTWHEAT BILL
Amended 1991
LIBERTIES
The Vessel shall also have liberty to sail without pilots, to call at any port or ports on the way for fuel, supplies, or any
reasonable purpose, to tow and be towed, and to assist vessels in distress, all as part of the contract voyage.
WAR RISKS CLAUSE
(1) No Bills of Lading to be signed for any blockaded port and if the port of discharge be declared blockaded after Bills
of Lading have been signed, or if the port to which the Vessel has been ordered to discharge either on signing Bills of
Lading or thereafter, be one to which the Vessel is or shall be prohibited from going by the Government of the Nation
under whose flag the Vessel sails or by any other Government, the Owner shall discharge the cargo at any other port
covered by this Charterparty as ordered by the Charterers (provided such other port is not a blockaded or prohibited port
as abovementioned) and shall be entitled to freight as if the Vessel had discharged at the port or ports of discharge to
which she was originally ordered.
(2) The Vessel shall have liberty to comply with any orders or directions as to departure, arrival, routes, ports of call,
stoppages, destination, delivery or otherwise howsoever given by the Government of the Nation under whose flags the
Vessel sails or any of such Government or of any department thereof, or by any committee or person having, under the
terms of the War Risks insurance on the Vessel, the right to give such orders or directions and if by reason of and in
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compliance with any such orders or directions anything is done or is not done, the same shall not be deemed a deviation,
and delivery in accordance with such orders or directions shall be fulfillment of the contract voyage and the freight shall
be payable accordingly.
GENERAL AVERAGE AND THE NEW JASON CLAUSE
General average shall be payable according to the York/Antwerp Rules, 1974 as amended 1990, or any modification
thereof for the time being in force, but where the adjustment is made in accordance with the law and practice of the
United States of America, the following clause shall apply:--
NEW JASON CLAUSE
cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not
responsible, by statute, contract or otherwise, the goods, shippers, consignees, or owners of the goods shall contribute
with the carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that
may be made or incurred and shall pay salvage and special charges incurred in respect of the goods.
If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the said salving ship or ships
belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution
of the goods and any salvage and special charges thereon shall, if required, be made by the goods, shippers, consignees
or owners of the goods to the carrier before delivery.
BOTH TO BLAME COLLISION CLAUSE
If the liability for any collision in which the Vessel is involved while performing this Bill of Lading fails to be
determined in accordance with the Laws of the United States of America, the following clause shall apply:--
BOTH TO BLAME FOR COLLISION CLAUSE
If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or
default of the master, mariner, pilot or the servants of the carrier in the navigation or in the management of the ship, the
owners of the goods carried hereunder will indemnify the carrier against all loss or liability to the other or non-carrying
ship or her owners in so far as such loss or liability represents loss of or damage to or any claim whatsoever of the
owners of said goods, paid or payable by the other or non-carrying ship or her owners to the owners of the said goods
and set off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim against the
carrying ship or carrier.
The foregoing provisions shall also apply where the Owners, Operators or those in charge of any ship or ships or objects
other than, or in addition to, the colliding ships or objects are at fault in respect to a collision or contact.
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64 of 129 DOCUMENTS

FORM No. 24-9 BISCOILVOYBILL
To be used for shipments under "BISCOILVOY" Charter for vegetable/animal oils and fats.
Agreed 1975 between The Baltic and International Maritime Conference (BIMCO) and International Association of
Seed Crushers (IACS).
(1) All terms and conditions, liberties and exceptions of the Charter Party, dated as overleaf including the Law and
Arbitration Clause (Clause 34), are hereby expressly incorporated. The Carrier shall in no case be responsible for loss of
or damage to cargo howsoever arising prior to loading into and after discharge from the vessel.
(2) Paramount Clause. This Bill of Lading shall have effect subject to the provisions of any legislation relating to the
carriage of goods by sea which incorporates therein the Hague Rules contained in the International Convention for the
Unification of certain rules relating to Bills of Lading, dated Brussels 25th August, 1924, or any modification thereof,
which is compulsorily applicable to the contract of carriage herein contained. When no such enactment is in force in the
country of shipment the corresponding legislation of the country of destination shall apply, but in respect of shipments
to which no such enactments are compulsorily applicable, the terms of the said Convention shall apply.
(3) General Average shall be adjusted stated and settled according to York-Antwerp Rules 1974 or any modification
thereof.
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cargo.
(6) Himalaya Cargo Clause. It is hereby expressly agreed that no servant or agent of the Carrier (including every
independent contractor from time to time employed by the Carrier) shall in any circumstances whatsoever be under any
liability whatsoever to the Shipper, Consignee or owner of the cargo or to any Holder of this Bill of Lading for any loss,
damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part
while acting in the course of or in connection with his employment and, but without prejudice to the generality of the
foregoing provisions in this Clause, every exemption limitation, condition and liberty herein contained and every right,
exemption from liability, defence and immunity of whatsoever nature applicable to the Carrier or to which the Carrier is
entitled hereunder shall also be available and shall extend to protect every such servant or agent of the Carrier acting as
aforesaid and for the purpose of all the foregoing provisions of this Clause the Carrier is or shall be deemed to be acting
as agent or trustee on behalf of and for the benefit of all persons who are or might be his servants or agents from time to
time (including independent contractors as aforesaid) and all such persons shall to this extent be or be deemed to be
parties to the contract in or evidenced by this Bill of Lading.
The Carrier shall be entitled to be paid by the Shipper, Consignee, owner of the cargo and/or Holder of this Bill of
Lading (who shall be jointly and severally liable to the Carrier therefor) on demand any sum recovered or recoverable
by either such Shipper, Consignee, owner of the cargo and/or Holder of this Bill of Lading or any other from such
servant or agent of the Carrier for any such loss, damage, delay or otherwise.
(7) Casplana Clause. In any situation whatsoever and wheresoever occurring and whether existing or anticipated
before commencement of or during the voyage, which in the judgment of the Carrier or Master is likely to give rise to
risk of capture, seizure, detention, damage, delay or disadvantage or to loss of the Vessel or any part of her cargo, or to
make it unsafe, imprudent, or unlawful for any reason to commence or proceed on or continue the voyage or to enter or
Page 481
discharge the cargo at the port of discharge, or to give rise to delay or difficulty in arriving, discharging at or leaving the
port of discharge or the usual place of discharge in such port, the Carrier may before loading or before the
commencement of the voyage, require the shipper or other person entitled thereto to take delivery of the cargo at port of
shipment and upon their failure to do so, may warehouse the cargo at the risk and expense of the cargo; or the Carrier or
Master, whether or not proceeding toward or entering or attempting to enter the port of discharge or reaching or
attempting to reach the usual place of discharge therein or attempting to discharge the cargo there may discharge the
cargo into depot, lazaretto, craft or other place; or the Vessel may proceed or return, directly or indirectly, to or stop at
any such port or place whatsoever as the master or the Carrier may consider safe or advisable under the circumstances,
and discharge the cargo, or any part thereof, at any such port or place; or the Carrier or the Master may retain the cargo
on board until the return trip or until such time as the Carrier or the Master thinks advisable and discharge the cargo at
any place whatsoever as herein provided or the Carrier or the Master may discharge and forward the cargo by any
means at the risk and expense of the cargo. The Carrier may, when practicable, have the Vessel call and discharge the
cargo at another or substitute port declared or requested by the Charterer. The carrier or the Master is not required to
give notice of discharge of the cargo, or the forwarding thereof as herein provided. When the cargo is discharged from
the Vessel, as herein provided, it shall be at its own risk and expense; such discharge shall constitute complete delivery
and performance under this contract and the Carrier shall be freed from any further responsibility. For any service
rendered to the cargo as herein provided the Carrier shall be entitled to a reasonable extra compensation.
For particulars of cargo, freight, destination, etc., see overleaf.
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65 of 129 DOCUMENTS

FORM No. 24-10 BLACKSEAWOODBILLn1
To be used with Charter Parties for Timber from U.S.S.R. and Romanian Black Sea and Danube Ports.
(1) All terms and conditions liberties and exceptions of the Charter Party, dated as overleaf, are herewith incorporated.
The Carrier shall in no case be responsible for loss of or damage to cargo arisen prior to loading and after discharging.
carriage of goods by sea with incorporates the rules relating to Bills of Lading contained in the International
Convention, dated Brussels 25th August, 1924, and any modification thereof, which is compulsorily applicable to the
contract of carriage herein contained. When no such enactment is in force in the country of shipment the corresponding
(3) General Average shall be adjusted, stated and settled according to York-Antwerp Rules, 1950.
Cargo's contribution to General Average shall be paid to the owners even when such average is the result of a fault,
Netherlands commercial Code, Art. 700, and the Belgium Commercial Code, Part II, Ar. 148.
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which, the Carrier is not responsible, by statute, contract or otherwise, the goods, Shippers, Consignees or owners of the
goods shall contribute with the Carrier in general average to the payment of any sacrifices, losses or expenses of a
goods. If a salving ship is owned or operated by the Carrier, salvage shall be paid for as fully as if the said salving ship
or ships belonged to strangers. Such deposit as the Carrier or his agents may deem sufficient to cover the estimated
contribution of the goods and any salvage and special charges thereon shall, if required, be made by the goods,
Shippers, Consignees or owners of the goods to the Carrier before delivery.
(5) Both-to-Blame Collision Clause. If the Vessel comes into collision with another ship as a result of the negligence
of the other ship and any act, neglect or default of the Master, Mariner, Pilot or the servants of the Carrier in the
navigation or in the management of the Vessel, the owners of the cargo carried hereunder will indemnify the Carrier
against all loss or liability to the other or non-carrying ship or her Owners in so far as such loss or liability represents
loss or, or damage to, or any claim whatsoever of the owners of said cargo, paid or payable by the other or non-carrying
ship or her Owners to the owners of said cargo and set-off, recouped or recovered by the other or non-carrying ship or
her Owners as part of their claim against the carrying Vessel or Carrier. The foregoing provisions shall also apply where
the Owners, operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships
or objects are at fault in respect of a collision or contact.
For particulars of cargo, freight, destination etc., see overleaf.
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66 of 129 DOCUMENTS

FORM No. 24-11 GERMANCONNORTHn1
This bill of lading appears in a box layout which is illustrated on the following pages.
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67 of 129 DOCUMENTS

FORM No. 24-12 CHEMTANKVOYBILLn1
To be used for shipments under the "CHEMTANKVOY" charter for the transportation of chemicals in tank
vessels.
1991
(1) All terms and conditions, liberties and exceptions of the Charter Party, dated as overleaf, including the War Risks
Clause (Clause 36) and the Law and Arbitration Clause (Clause 39) are hereby expressly incorporated. If this Bill of
Lading covers a transport for which no Charter Party has been agreed, the terms of the "Chemtankvoy" Charter shall
be deemed to be incorporated in this Bill of Lading. The Carrier shall in no case be responsible for loss of or damage to
cargo howsoever arising prior to loading into and after discharge from the Vessel or while the goods are in the charge of
another Carrier nor to deck cargo.
(2) General Paramount Clause. The Hague Rules contained in the International Convention for the Unification of
the country of destination shall apply, but in respect of shipments to which no such enactments are compulsorily
Page 486
Trades where Hague-Visby Rules apply.
In trades where the International Brussels Convention 1924 as amended by the Protocol signed at Brussels on February
23rd 1968--the Hague-Visby Rules--apply compulsorily, the provisions of the respective legislation shall be considered
incorporated in this Bill of Lading.
(3) General Average. General Average shall be adjusted stated and settled according to York-Antwerp Rules 1974 as
amended 1990, or any modification thereof. Cargo's contribution to General Average shall be paid to the Carrier even
when such average is the result of a fault, neglect or error of the Master, Pilot or Crew. The Charterers, Shippers and
Consignees expressly renounce the Netherlands Commercial Code, Art. 700, and the Belgium Commercial Code, Part
II, Art. 148.
cargo.
(6) Himalaya Cargo Clause. It is hereby expressly agreed that no servant or agent of the Carrier (including every
independent contractor from time to time employed by the Carrier) shall in any circumstances whatsoever be under any
liability whatsoever to the Shipper, Consignee or owner of the cargo or to any Holder of this Bill of Lading for any loss,
damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part
while acting in the course of or in connection with his employment and, but without prejudice to the generality of the
foregoing provisions in this Clause, every exemption limitation, condition and liberty herein contained and every right,
exemption from liability, defence and immunity of whatsoever nature applicable to the Carrier or to which the Carrier is
entitled hereunder shall also be available and shall extend to protect every such servant or agent of the Carrier acting as
aforesaid and for the purpose of all the foregoing provisions of this Clause the Carrier is or shall be deemed to be acting
as agent or trustee on behalf of and for the benefit of all persons who are or might be his servants or agents from time to
time (including independent contractors as aforesaid) and all such persons shall to this extent be or be deemed to be
parties to the contract in or evidenced by this Bill of Lading. The Carrier shall be entitled to be paid by the Shipper,
Consignee, owner of the cargo and/or Holder of this Bill of Lading (who shall be jointly and severally liable to the
Carrier therefor) on demand any sum recovered or recoverable by either such Shipper, Consignee, owner of the cargo
Page 487
and/or Holder of this Bill of Lading or any other from such servant or agent of the Carrier for any such loss, damage,
delay or otherwise.
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68 of 129 DOCUMENTS

FORM No. 24-13 GRAINVOYBILLn1
(1) All terms and conditions, liberties, and exceptions of the Charter Party, dated as overleaf, including the Arbitration
Clause (Clause 27) are herewith incorporated. The Carrier shall in no case be responsible for loss of or damage to cargo
arisen prior to loading and after discharging.
carriage of goods by sea which incorporates the rules relating to Bills of Lading contained in the International
Convention, dated Brussels 25th August, 1924, and any modification thereof, which is compulsorily applicable to the
contract of carriage herein contained. When no such enactment is in force in the country of shipment the corresponding
(3) General Average shall be adjusted, stated and settled according to York-Antwerp Rules, 1974. Cargo's contribution
to General Average shall be paid to the Owners even when such average is the result of a fault, neglect or error of the
Master, Pilot or Crew. The Charterers, Shippers and Consignees expressly renounce the Netherlands Commercial Code,
Art. 700, and the Belgium Commercial Code, Part II, Art. 148.
(4) The New Jason Clause. In the event of accident, danger, damage or disaster before or after the commencement of
the voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of
Page 489
which, the carrier is not responsible, by statute, contract or otherwise, the goods, shippers, consignees, or owners of the
goods shall contribute with the carrier in general average to the payment of any sacrifices, losses or expenses of a
goods.
(5) Both-to-Blame Clause. If the Vessel comes into collision with another ship as a result of the negligence of the
other ship and any act, neglect or default of the master, mariner, pilot or the servants of the carrier in the navigation or
in the management of the ship, the owners of the goods carried hereunder will indemnify the carrier against all loss or
liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss of or damage to
or any claim whatsoever of the owners of said cargo, paid or payable by the other or non-carrying ship or her owners to
the owners of the said cargo and set off, recouped or recovered by the other or non-carrying ship or her owners as part
of their claim against the carrying Vessel or carrier.
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69 of 129 DOCUMENTS

FORM No. 24-14 MURMAPATITBILLn1
October 1970
(1) All terms and conditions, liberties, and exceptions of the Charter Party, dated as overleaf, including Arbitration
Clause. The Carrier shall in no case be responsible for loss of or damage to cargo arisen prior to loading and after
discharging.
(2) Paramount Clause. The Hague Rules contained in the International Convention for the Unification of certain rules
relating to Bills of Lading, dated Brussels 25th August, 1924, as enacted in the country of shipment shall apply to the
contract. When no such enactment is in force in the country of shipment, the corresponding legislation of the country of
destination shall apply, but in respect of shipments to which no such enactments are compulsorily applicable, the terms
of the said Convention shall apply.
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goods.
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70 of 129 DOCUMENTS

FORM No. 24-15 OREVOYBILLn1
To be used for shipments under the "OREVOY" Charter.
1980
(1) All terms and conditions, liberties and exceptions of the Charter Party, dated as overleaf, including the War Risks
Clause (Clause 16) and the Law and Arbitration Clause (Clause 23) are hereby expressly incorporated. If this Bill of
Lading covers a transport for which no Charter Party has been agreed, the terms of the "Orevoy" Charter shall be
deemed to be incorporated in this Bill of Lading.
(2) General Paramount Clause. (a) The Hague Rules contained in the International Convention for the Unification of
the country of destination shall apply, but in respect of shipments to which no such enactments are compulsorily
Page 493
of the respective legislation shall be considered incorporated in this Bill of Lading.
and after discharge from the Vessel or while the goods are in the charge of another Carrier nor in respect of deck cargo
and live animals.
(3) General Average. General Average shall be adjusted stated and settled according to York-Antwerp Rules 1974 or
any modification thereof. Cargo's contribution to General Average shall be paid to the Carrier even when such average
is the result of a fault, neglect or error of the Master, Pilot or Crew. The Charterers, Shippers and Consignees expressly
renounce the Netherlands Commercial Code, Art. 700, and the Belgium Commercial Code, Part II, Art. 148.
cargo.
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71 of 129 DOCUMENTS

FORM No. 24-16 POLCOALBILLn1
To be used for shipments chartered on the "POLCOALVOY" Charter
1997
(1) All terms and conditions, liberties and exceptions of the Charter Party, dated as overleaf, including War Risk Clause
and Arbitration Clause, are herewith incorporated. The Carrier shall in no case be responsible for loss of or damage to
cargo arisen prior to loading and after discharging.
The Rules contained in the International Convention for the Unification of Certain Rules relating to Bills of Lading,
dated Brussels the 25th August 1924 as amended by the Protocol dated Brussels, 23rd February 1968 (the Hague-Visby
Rules) and as enacted in the country of shipment shall apply to the Charter Party dated as overleaf and to any Bill of
Lading issued thereunder.
(3) General Average.

Page 495
General Average shall be adjusted and settled according to York-Antwerp Rules 1994.
(4) New Jason Clause.
In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting rom any
cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the Carrier is not
responsible, by statute, contract or otherwise, the goods, Shippers, Consignees or owners of the goods shall contribute
with the Carrier in general average to the payment of any sacrifices, losses or expense of a general average nature that
may be made or incurred and shall pay salvage and special charges incurred in respect of the goods.
If a salving ship is owned or operated by the Carrier, salvage shall be paid for as fully as if the said salving ship or ships
belonged to strangers. Such deposit as the Carrier or his Agents may deem sufficient to cover the estimated contribution
of the goods and any salvage and special charges thereon shall, if required, be made by the goods, Shippers, Consignees
or owners of the goods to the Carrier before delivery.
(5) Both-to-Blame Collision Clause.
default of the Master, Mariner, Pilot or the servants of the Carrier in the navigation or in the management of the Vessel,
the owners of the cargo carried hereunder will indemnify the Carrier against all loss or liability to the other or
non-carrying ship or her Owners in so far as such loss or liability represents loss of, or damage to, or any claim
whatsoever of the owners of said cargo, paid or payable by the other or non-carrying ship or her Owners to the owners
of said cargo an set-off, recouped or recovered by the other or non-carrying ship or her Owners as part of their claim
against the carrying Vessel or carrier. The foregoing provisions shall also apply where the Owners, operators or those in
charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect of
For particulars of cargo, freight,

destination, etc. see overleaf.
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FOOTNOTES:
Page 496
72 of 129 DOCUMENTS

FORM No. 24-17 SCANCONBILLn1
1993
All the terms, conditions, liberties, and exceptions of the Charter Party dated as overleaf are herewith incorporated.
General Paramount Clause
(a) The International Brussels Convention 1924 as amended by the Protocol signed at Brussels on
February 23rd, 1968--the Hague-Visby Rules--shall apply to this Contract.
(b) However, in circumstances in which the Hague-Visby Rules are not compulsorily applicable to
claims under Bills of Lading issued pursuant to the Charter, the International Brussels Convention
1924--the Hague Rules--shall apply to this Contract.
(c) In respect of deck cargo the above shall apply, but the Carrier shall only be responsible if it be proved
that the damage or the loss is due to the actual fault or neglect of the Carrier or of someone for whom he
is responsible.
(d) The Carrier shall in no case be responsible for loss of or damage to cargo arisen prior to loading and
Page 497
after discharging.
General Average
General Average shall be settled according to York-Antwerp Rules 1974 as amended 1990 or any modification thereof.
Amended Jason Clause
In the event of accident, danger, damage, or disaster before or after commencement of the voyage resulting from any
cause whatsoever, whether due to negligence or not, for which or for the consequence of which the Carrier is not
responsible by statute, contract, or otherwise, the cargo, shippers, consignees, or owners of the cargo shall contribute
with the Carrier in General Average to the payment of any sacrifices, losses or expenses of a General Average nature
that may be made or incurred, and shall pay salvage and special charges incurred in respect of the cargo. If a salving
ship is owned or operated by the Carrier, salvage shall be paid for as fully as if the salving ship or ships belong to
strangers.
Both-to-Blame Collision Clause
default of the Master, Mariner, Pilot or the servants of the Carrier in the navigation or in the management of the Vessel,
non-carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim
whatsoever of the owners of said cargo, paid or payable by the other or non-carrying ship or her owners to the owners of
said cargo and set-off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim
against the carrying vessel or Carrier. The foregoing provisions shall also apply where the owners, operators or those in
charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect of
Weight, measure, quality, quantity, condition, contents and value unknown.
IN WITNESS whereof the Master or Agent of the said Vessel has signed the number of Bills of Lading stated overleaf,
any one of which being accomplished the others to be void.
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FOOTNOTES:
Page 498
73 of 129 DOCUMENTS

FORM No. 24-18 SOVCOALBILLn1
1971
(1) All terms and conditions, liberties, and exceptions of the Charter Party, dated as overleaf, including Arbitration
Clause. The Carrier shall in no case be responsible for loss of or damage to cargo arisen prior to loading and after
discharging.
relating to Bills of Lading, dated Brussels 25th August, 1924, as enacted in the country of shipment shall apply to the
contract. When no such enactment is in force in the country of shipment, the corresponding legislation of the country of
of the said Convention shall apply.
Page 499
goods.
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FOOTNOTES:
Page 500
74 of 129 DOCUMENTS

FORM No. 24-19 SOVCONROUNDBILLn1
November 1969
(1) All terms and conditions, liberties, and exceptions of the Charter Party, dated as overleaf, including Clause 48
(Arbitration Clause) are herewith incorporated.
relating to Bills of Lading, dated Brussels, the 25th August, 1924, as enacted in the country of shipment shall apply to
the contract. If no such enactment is in force in the country of shipment, the terms of the said Convention shall apply.
(3) The Carrier shall not be liable for loss of or damage to cargo for the period before loading and after discharging
from the Vessel, howsoever such loss or damage arises.
(4) General Average, if any, shall be settled according to York-Antwerp Rules, 1950. Cargo's contribution to General
Average shall be paid to the Owners even when such average is the result of a fault, neglect or error of the Master, Pilot
or Crew. The Charterers, Shippers and Consignees expressly renounce the Netherlands Commercial Code, Art. 700, and
the Belgium Commercial Code, Part II, Art. 148.
Page 501
goods.
in the management of the ship, the owners of the cargo carried hereunder will indemnify the carrier against all loss or
Legal Topics:
FOOTNOTES:
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75 of 129 DOCUMENTS

FORM No. 24-19A SOVORECONBILLn1
October 1970
(1) All terms and conditions, liberties, and exceptions of the Charter Party, dated as overleaf, are herewith incorporated,
including Arbitration Clause. The Carrier shall in no case be responsible for loss of or damage to cargo arisen prior to
loading and after discharging.
relating to Bills of Lading, dated Brussels, the 25th August, 1924, as enacted in the country of shipment shall apply to
the contract. When no such enactment is in force in the country of shipment, the corresponding legislation of the
country of destination shall apply, but in respect of shipments to which no such enactments are compulsorily applicable,
the terms of the said Convention shall apply.
(3) General Average, shall be adjusted, stated and settled according to York-Antwerp Rules, 1950. Cargo's contribution
Page 503
goods.
in the management of the ship, the owners of the cargo carried hereunder will indemnify the carrier against all loss or
Legal Topics:
FOOTNOTES:
Page 504
76 of 129 DOCUMENTS

FORM No. 24-19B VISCONBOOKING NOTEn1
To be used in trades where Hague-Visby Rules are Compulsory.
July 1, 1973
Full Terms of the Carrier's Bill of Lading Form n*
1. Definition of Merchant. Wherever the term "Merchant" is used in this Bill of Lading, it shall be deemed to include
the Shipper, the Receiver, the Consignee, the Holder of the Bill of Lading and the Owner of the goods.
2. Hague-Visby Paramount Clause. This Bill of Lading shall be deemed to incorporate the Rules generally known as
the Hague-Visby Rules, namely those Rules which are contained in the Bill of Lading Convention 1924, as amended by
the Protocol signed at Brussels on February 23rd, 1968, subject however to any enactment thereof which is
compulsorily applicable.
The Carrier's liability shall also be limited under the Rules contained the 1957 Brussels Convention or in Rev. Stat. sec.
4283 of the US Maritime Code or in any other similar legislation applicable in the circumstances.
3. Identity of Carrier. The contract evidenced hereby is between the Merchant and the Owner or demise Charterer of
the vessel designated to carry the goods. No other person or legal entity shall be liable under this contract, and the
Page 505
protection of Article IV bis of the Hague-Visby Rules and any other statutory exemption from or limitation of liability
shall inure also to the benefit of Stevedores and other Servants or Agents of the Carrier. For the purpose of this clause
all such persons and legal entitles are deemed to be parties to this contract, made on their behalf by the Carrier.
4. Period of Responsibility. The Carrier shall be liable for loss of or damage to the goods occurring between the time
when he receives the goods into his charge and time when the goods are placed at the disposal of the merchant or in any
storant not owned and/or controlled by the Carrier, whichever is the earlier.
5. Indirect Damage, Delay and Misdelivery; Time Bar. (a) The Carrier shall in no circumstances be responsible for
indirect or consequential loss or damage caused through misdelivery, delay or physical loss or damage to the goods.
(b) In the event of liability for delivery to the wrong person, the same time limitation of one year as is provided for in
Article III, 6 and 6 bis of the Hague- Visby Rules shall apply.
from the Merchant, may be carrier on or under deck without notice to the Merchant.
7. Liability for Deck Cargo and Live Animals. Goods covered by Clause 6 and deck cargo as well as live animals
shall be carried subject to the Hague-Visby Rules mentioned in Clause 2.
8. Scope of Voyage. As the vessel is engaged in liner service the intended voyage shall not be limited to the direct
9. Substitution and Transhipment. (a) The Carrier shall be entitled but not obliged to substitute any vessel or other
means of transport and to subcontract on any terms which are reasonable in the circumstances the whole or any part of
the carriage and the duties undertaken by the Carrier in relation to the goods.
(b) If the choice of On-carrier or Sub-contractor is a reasonable choice in the circumstances and if it is agreed or
understood that this option of substitution or sub-contracting will actually be used, the Carrier's responsibility shall be
limited to the part of the transport performed in his own vessel and the Carrier shall not be liable in respect of other
parts of the transport even if all freight has been collected by him.
10. Hindrances Affecting Performance. (a) Subject to the Carrier using reasonable endeavours to complete the
transport, if the commencement or completion of the transport or leaving the discharging port after discharge shall be
affected by any hindrance, risk or delay relating to this cargo or other cargo on board, or to the Vessel or any
on-carrying Vessel or their crews the Carrier may elect to treat the contract as fulfilled, subject to any goods in the
Carrier's care having been placed at Merchant's disposal at any safe and convenient place, where they will be at
Merchant's risk and cost, and subject to Clause 16.
(b) In any such event the Carrier shall be entitled to full freight and additional compensation for extra costs incurred
and services rendered.
(c) If any such event may be reasonably anticipated or does affect the Vessel's reaching loading port or if the Vessel
must undergo repairs, the contract may be terminated at any time after booking whether or not a Bill of Lading has been
issued.
Page 506
(d) Any party known to have an interest in the goods shall be informed if possible.
11. Option. If the Merchant is given an option to select port of discharge, such option must be declared to the Vessel's
agents at the first of the ports of discharge mentioned in this Bill of Lading not later than 48 hours before the Vessel's
arrival there. Failing such declaration, the Carrier shall be at liberty to discharge at any of the aforesaid ports and the
contract of carriage shall be considered fulfilled. Any option must be for the total quantity of goods under this Bill of
Lading.
12. Freight and Charges. (a) Prepayable freight, whether actually paid or not shall be considered as fully earned upon
loading and non- returnable in any event. The carrier's claim for any charges under this contract shall be considered
on board and expenses incurred in repairing damage to and replacing of packing due to excepted causes and for all
freight, weight of cargo or tonnage of the vessel shall be paid by the Merchant. If paid by the Carrier, any such charge
shall be refunded by the Merchant.
(e) The Carrier is entitled in case of incorrect declaration of contents, weights, measurements or value of the goods to
(f) Full freight shall be paid on damaged or unsound goods.
(g) Goods once shipped cannot be taken back except upon Carrier's consent and payment of full freight and any extra
expenses.
(h) If the currency in which freight and charges are quoted is devalued between the date of freight agreement and the
date of actual payment, then the amount payable shall be increased in proportion.
13. Carrier's Tariff. The terms of the Carrier's applicable Tariff at the date of shipment are incorporated herein.
Copies of the relevant provisions of the applicable Tariff are available from the Carrier upon request. In the case of
14. Loading, Discharge and Delivery of the cargo shall be arranged by the Carrier's Agent unless otherwise agreed.
The Merchant or his Assign shall tender the goods when the Vessel is ready to load and as fast as the Vessel can receive
Otherwise the Carrier shall be relieved of any obligation to load such cargo and the vessel may leave the port of any
obligation to load such cargo and the vessel may leave the port without further notice and deadfreight is to be paid.
Page 507
port. Otherwise the Carrier shall be at liberty to discharge the goods and any discharge to be deemed a true fulfillment
of the contract. If the goods are not applied for within a reasonable time, the Carrier may sell the same privately or by
auction.
The Merchant shall accept his reasonable proportion of damaged or unidentified loose cargo.
15. Demurrage. The Carrier shall be paid demurrage at the daily rate per ton of the Vessel's gross register tonnage as
indicated on Page 2 if the Vessel is not loaded or discharged with the dispatch set out in clause 14, any delay in waiting
for berth at or off port to count.
Provided that if the delay is due to causes beyond the control of the Merchant, 24 hours shall be deducted from the time
on demurrage.
No Merchant shall be liable in demurrage for any delay arisen solely in connection with goods belonging to other
Merchants.
The demurrage in respect of each parcel shall not exceed its value.
(This clause shall only apply if the Demurrage Box on Page 2 is filled in).
16. Lien. In respect of any amount, for which the Merchant is liable to the Carrier, the Carrier shall have a lien upon
the goods shipped hereunder including containers and similar articles of transport. The Carrier shall also be entitled to
sell or otherwise dispose of the property liened, and apply the proceeds towards satisfaction of such liability.
17. General Average. General Average shall be settled according to York-Antwerp Rules and be adjusted at any port
or place by one or more General Average adjuster(s) in the Carrier's choice.
All goods referred to in Clauses 6 and 7 shall also contribute to and receive contribution in General Average.
The Merchant shall be personally liable in respect of contribution whether or not average bond or other security has
been demanded.
Such security including a cash deposit as the Carrier may deem sufficient to cover the estimated contribution of the
goods and any salvage and special charges thereon, shall, if required be submitted to the Carrier prior to delivery of the
goods.
18. Amended Jason Clause and Both-to-Blame Collision Clause as adopted by The Baltic and International Maritime
Conference are hereby incorporated herein and shall remain in effect even if unenforceable in the United States of
America.
19. Superseding Clause. Except as to deadfreight and demurrage all previous agreements and freight engagements for
Page 508
this shipment are superseded by this Bill of Lading when issued.
20. Jurisdiction. Any dispute arising under this Bill of Lading shall be decided in the country where the Carrier has his
Legal Topics:
FOOTNOTES:
(n2)Footnote *. LINER BILL OF LADING--Liner Terms Approved by The Baltic and International Maritime
Conference Incorporating the Hague-Visby Rules.
Page 509
77 of 129 DOCUMENTS

2D-XXIV Benedict on Admiralty FORM No. 24-19C
FORM No. 24-19C VISCONBILLn1
Issued July 1st, 1973
Liner Terms Approved by The Baltic and International Maritime Conference Incorporating the Hague--Visby
Rules.
TO BE USED IN TRADES WHERE HAGUE--VISBY RULES ARE COMPULSORY.
1. Definition of Merchant. Wherever the term "Merchant" is used in this Bill of Lading, it shall be deemed to include
the Shipper, the Receiver, the Consignee, the Holder of the Bill of Lading and the Owner of the goods.
2. Hague-Visby Paramount Clause. This Bill of Lading shall be deemed to incorporate the Rules generally known as
the Hague-Visby Rules, namely those Rules which are contained in the Bill of Lading Convention 1924, as amended by
the Protocol signed at Brussels on February 23rd, 1968, subject however to any enactment thereof which is
compulsorily applicable.
The Carrier's liability shall also be limited under the Rules contained the 1957 Brussels Convention or in Rev. Stat. sec.
4283 of the US Maritime Code or in any other similar legislation applicable in the circumstances.
Page 510
3. Identity of Carrier. The contract evidenced hereby is between the Merchant and the Owner or demise Charterer of
the vessel designated to carry the goods. No other person or legal entity shall be liable under this contract, and the
protection of Article IV bis of the Hague-Visby Rules and any other statutory exemption from or limitation of liability
shall inure also to the benefit of Stevedores and other Servants or Agents of the Carrier. For the purpose of this clause
all such persons and legal entitles are deemed to be parties to this contract, made on their behalf by the Carrier.
4. Period of Responsibility. The Carrier shall be liable for loss of or damage to the goods occurring between the time
when he receives the goods into his charge and time when the goods are placed at the disposal of the merchant or in any
storant not owned and/or controlled by the Carrier, whichever is the earlier.
5. Indirect Damage, Delay and Misdelivery; Time Bar. (a) The Carrier shall in no circumstances be responsible for
indirect or consequential loss or damage caused through misdelivery, delay or physical loss or damage to the goods.
(b) In the event of liability for delivery to the wrong person, the same time limitation of one year as is provided for in
Article III, 6 and 6 bis of the Hague- Visby Rules shall apply.
from the Merchant, may be carrier on or under deck without notice to the Merchant.
7. Liability for Deck Cargo and Live Animals. Goods covered by Clause 6 and deck cargo as well as live animals
shall be carried subject to the Hague-Visby Rules mentioned in Clause 2.
8. Scope of Voyage. As the vessel is engaged in liner service the intended voyage shall not be limited to the direct
9. Substitution and Transhipment. (a) The Carrier shall be entitled but not obliged to substitute any vessel or other
means of transport and to subcontract on any terms which are reasonable in the circumstances the whole or any part of
the carriage and the duties undertaken by the Carrier in relation to the goods.
(b) If the choice of On-carrier or Sub-contractor is a reasonable choice in the circumstances and if it is agreed or
understood that this option of substitution or sub-contracting will actually be used, the Carrier's responsibility shall be
limited to the part of the transport performed in his own vessel and the Carrier shall not be liable in respect of other
parts of the transport even if all freight has been collected by him.
10. Hindrances Affecting Performance. (a) Subject to the Carrier using reasonable endeavours to complete the
transport, if the commencement or completion of the transport or leaving the discharging port after discharge shall be
affected by any hindrance, risk or delay relating to this cargo or other cargo on board, or to the Vessel or any
on-carrying Vessel or their crews the Carrier may elect to treat the contract as fulfilled, subject to any goods in the
Carrier's care having been placed at Merchant's disposal at any safe and convenient place, where they will be at
Merchant's risk and cost, and subject to Clause 16.
(b) In any such event the Carrier shall be entitled to full freight and additional compensation for extra costs incurred
and services rendered.
(c) If any such event may be reasonably anticipated or does affect the Vessel's reaching loading port or if the Vessel
must undergo repairs, the contract may be terminated at any time after booking whether or not a Bill of Lading has been
Page 511
issued.
(d) Any party known to have an interest in the goods shall be informed if possible.
11. Option. If the Merchant is given an option to select port of discharge, such option must be declared to the Vessel's
agents at the first of the ports of discharge mentioned in this Bill of Lading not later than 48 hours before the Vessel's
arrival there. Failing such declaration, the Carrier shall be at liberty to discharge at any of the aforesaid ports and the
contract of carriage shall be considered fulfilled. Any option must be for the total quantity of goods under this Bill of
Lading.
12. Freight and Charges. (a) Prepayable freight, whether actually paid or not shall be considered as fully earned upon
loading and non-returnable in any event. The carrier's claim for any charges under this contract shall be considered
on board and expenses incurred in repairing damage to and replacing of packing due to excepted causes and for all
freight, weight of cargo or tonnage of the vessel shall be paid by the Merchant. If paid by the Carrier, any such charge
shall be refunded by the Merchant.
(f) Full freight shall be paid on damaged or unsound goods.
(g) Goods once shipped cannot be taken back except upon Carrier's consent and payment of full freight and any extra
expenses.
(h) If the currency in which freight and charges are quoted is devalued between the date of freight agreement and the
date of actual payment, then the amount payable shall be increased in proportion.
13. Carrier's Tariff. The terms of the Carrier's applicable Tariff at the date of shipment are incorporated herein.
Copies of the relevant provisions of the applicable Tariff are available from the Carrier upon request. In the case of
14. Loading, Discharge and Delivery of the cargo shall be arranged by the Carrier's Agent unless otherwise agreed.
The Merchant or his Assign shall tender the goods when the Vessel is ready to load and as fast as the Vessel can receive
Page 512
Otherwise the Carrier shall be relieved of any obligation to load such cargo and the vessel may leave the port of any
obligation to load such cargo and the vessel may leave the port without further notice and deadfreight is to be paid.
port. Otherwise the Carrier shall be at liberty to discharge the goods and any discharge to be deemed a true fulfillment
of the contract. If the goods are not applied for within a reasonable time, the Carrier may sell the same privately or by
auction.
The Merchant shall accept his reasonable proportion of damaged or unidentified loose cargo.
15. Demurrage. The Carrier shall be paid demurrage at the daily rate per ton of the Vessel's gross register tonnage as
indicated on Page 2 if the Vessel is not loaded or discharged with the dispatch set out in clause 14, any delay in waiting
for berth at or off port to count.
Provided that if the delay is due to causes beyond the control of the Merchant, 24 hours shall be deducted from the time
on demurrage.
No Merchant shall be liable in demurrage for any delay arisen solely in connection with goods belonging to other
Merchants.
The demurrage in respect of each parcel shall not exceed its value.
(This clause shall only apply if the Demurrage Box on Page 2 is filled in).
16. Lien. In respect of any amount, for which the Merchant is liable to the Carrier, the Carrier shall have a lien upon
the goods shipped hereunder including containers and similar articles of transport. The Carrier shall also be entitled to
sell or otherwise dispose of the property liened, and apply the proceeds towards satisfaction of such liability.
17. General Average. General Average shall be settled according to York-Antwerp Rules and be adjusted at any port
or place by one or more General Average adjuster(s) in the Carrier's choice.
All goods referred to in Clauses 6 and 7 shall also contribute to and receive contribution in General Average.
The Merchant shall be personally liable in respect of contribution whether or not average bond or other security has
been demanded.
Such security including a cash deposit as the Carrier may deem sufficient to cover the estimated contribution of the
goods and any salvage and special charges thereon, shall, if required be submitted to the Carrier prior to delivery of the
goods.
18. Amended Jason Clause and Both-to-Blame Collision Clause as adopted by The Baltic and International Maritime
Conference are hereby incorporated herein and shall remain in effect even if unenforceable in the United States of
America.
Page 513
19. Superseding Clause. Except as to deadfreight and demurrage all previous agreements and freight engagements for
this shipment are superseded by this Bill of Lading when issued.
20. Jurisdiction. Any dispute arising under this Bill of Lading shall be decided in the country where the Carrier has his
Legal Topics:
FOOTNOTES:
Page 514
78 of 129 DOCUMENTS

FORM No. 24-20 GENWAYBILLn1
One side of the waybill appears in a box layout which is illustrated on the following pages. The other
side has been reprinted to permit presentation in a readable format designed to facilitate research.
(1) All the terms, conditions, liberties, clauses and exceptions of the Voyage Charter Party, as dated overleaf, shall be
deemed to be incorporated in this Waybill and shall govern the transportation of the cargo described on the front page of
this Waybill. In addition, the provisions set out below shall apply to this Waybill.
(2) Paramount Clause. (a) This Waybill is a non-negotiable document. It is not a bill of lading and no bill of lading
will be issued. However, it is agreed that the Hague Rules contained in the International Convention for the Unification
of certain rules relating to Bills of Lading, dated Brussels the 25th August 1924 as enacted in the country of shipment
shall apply to this Waybill. When no such enactment is in force in the country of shipment, the corresponding
compulsorily applicable, the terms of the said Convention shall apply in exactly the same way.
of the respective legislation shall also apply to this Waybill.
Page 515
(d) It is agreed that whenever the Brussels Convention and the Brussels Protocol or statutes incorporating same use the
words "Bill of Lading" they shall be read and interpreted as meaning "Waybill."
any modification thereof at the place (if any) agreed in the Voyage Charter Party, as dated overleaf, otherwise in
London.
If the adjustment of General Average or the liability for any collision in which the Vessel is involved while performing
the carriage under the terms of the Voyage Charter Party, as dated overleaf, which govern the transportation of the cargo
described on the front page of this Waybill, falls to be determined in accordance with the law and practice of the United
States of America, the following clauses shall apply:
New Jason Clause. In the event of accident, danger, damage or disaster before or after the commencement of the
voyage, resulting from any cause whatsoever, whether due to negligence or not, for which or for the consequence of
cargo.
Both-to-Blame Collision Clause. If the Vessel comes into collision with another vessel as a result of the negligence of
the other vessel and any act, neglect or default of the Master, Mariner, Pilot or the Servants of the Carrier in the
against all loss or liability to the other or non-carrying vessel or her owners in so far as such loss or liability represents
loss of, or damage to, or any claim whatsoever of the owners of the said cargo, paid or payable by the other or
non-carrying vessel or her owners to the owners of the said cargo and set-off, recouped or recovered by the other or
Legal Topics:
FOOTNOTES:
Page 516
79 of 129 DOCUMENTS

FORM No. 24-21 BIMCO BLANK BACK LINER WAYBILLn1
The waybill appears in a box layout which is illustrated on the following pages.
Legal Topics:
FOOTNOTES:
Page 517
80 of 129 DOCUMENTS

2D-XXIV Benedict on Admiralty Form No. 24-22
[Reserved]
Page 518
81 of 129 DOCUMENTS

FORM No. 24-23 SHUBIL - 1994(A)
The Japan Shipping Exchange, Inc.
1. DEFINITIONS. The following words both on the face and back of this Bill of Lading have the
meanings hereby assigned:
"Carrier" means a party shown at the top of the face of this Bill of Lading including the
servants, agents and the Vessel and/or he Owner.
"Merchant" includes the shipper, consignor, consignee, owner and receiver of the Goods
and the holder of this Bill of Lading.
"Goods" means the cargo described on the face hereof and, if the cargo is packed into
container(s), loaded on pallet(s) or unitized into similar article(s) of transport no supplied
or furnished by or on behalf of the Carrier, includes such article(s) of transport as well.
"Vessel" means the Ocean Vessel named overleaf and includes any vessel, ship, craft,
lighter or other means of transport by sea or water which is or shall be substitute, in whole
or in part, for the vessel named on the face hereof.
"Sub-Contractor" includes owners and operators of vessels and space providers on

vessels (other than the Carrier), stevedores, terminal and groupage operators, their
Page 519
respective servants and agents, and anyone assisting the performance of the carriage
whomsoever.
2. CLAUSE PARAMOUNT. This Bill of Lading shall have effect subject to the International Carriage
of Goods by Sea Act, 1957 of Japan, as amended 3 June, 1992 giving effect to the Protocol to Amend the
International Convention for the Unification of Certain Rules relating to Bills of Lading, Brussels,
February 23, 1968 (Visby Rules) and the Protocol Amending the International Convention for the
Unification of Certain Rules relating to Bills of Lading (August 25, 1924, as Amended by the Protocol of
February 23, 1968), Brussels, December 21, 1979 (S.D.R. Protocol).
3. GOVERNING LAW/ARBITRATION.
(1) The contract evidenced by or contained in this Bill of Lading shall be governed by
Japanese law.
(2) Any dispute arising from this Bill of Lading shall be referred to arbitration in Tokyo
by the Tokyo Maritime Arbitration Commission (TOMAC) of the Japan Shipping
Exchange, Inc., in accordance with the Rules of TOMAC and any amendments thereto,
and the award given by the arbitrators shall be final and binding on both parties.
4. VALIDITY. In the event that anything herein contained is inconsistent with any applicable
international convention or national law which cannot be departed from by private contract, the
provisions hereof shall be null and void to the extent of such inconsistency but no further.
5. DEMISE CLAUSE. If the Vessel is not owned by, or chartered by demise to the Carrier (as may be
the case notwithstanding anything that appears to the contrary) This Bill of Lading shall take effect only
as a contract with the owner of demise charterer, as the case may be, as principal, made through the
agency of the Carrier which acts as agent only and shall be under no personal liability whatsoever in
respect thereof. If, despite the foregoing, it shall be adjudged that the Carrier and not the owner or
demise charterer is a party to this Bill of Lading and/or a bailee of the Goods, all limitations of and
exemptions from liability provided by law and by the terms hereof shall be available to the Carrier.
6. DEFENCE AND LIMITS.
(1) The defences and limits of liability provided for in this Bill of Lading shall apply in
any action against the Carrier for loss of or damage to the Goods or delay in delivery,
whether the action be founded in the contract or in tort.
(2) If an action is brought against any servant, agent or Sub-Contractor of the Carrier,
such person shall be entitled to avail himself of the defences and limits of liability which
the Carrier is entitled to invoke under this Bill of Lading.
(3) The aggregate of the amounts recoverable from the Carrier and his servants, agents or
Sub-Contractors shall in no case exceed the limits provided for in this Bill of Lading.
7. PERIOD OF RESPONSIBILITY. The Carrier shall not be liable in any capacity whatsoever for any
loss or damage to the Goods occurring before loading onto the Vessel at the Port of Loading or after
discharge from the Vessel at the Port of Discharge, whether the Goods are awaiting shipment, landed or
stored or put into craft, barge, lighter or other thing whether belonging to the Carrier or not or pending
transhipment at any stage of the carriage.
Page 520
8. SCOPE OF VOYAGE.
(1) The Carrier has liberty to deviate for the purpose of saving life or property, to call at
any port or ports in or out of the customary or advertised route, in any order whatsoever
for the purpose of discharging and loading goods and/or embarking and disembarking
passengers, or taking in fuel and other necessary supplies or for any other, purpose
whatsoever, to drydock, with or without pilots, and to tow and assist ships in all situations
and circumstances.
(2) Any action(s) taken by the Carrier under this Clause shall be deemed to be included
within the scope of the contractual carriage and such action(s) or delay resulting
therefrom shall not be deemed to be a deviation.
9. DELAY, CONSEQUENTIAL LOSS. In no event shall the Carrier be liable for any loss or damage.
Arrival times are not guaranteed by the Carrier.
10. UNKNOWN CLAUSE.
(1) Any reference on the face hereof to marks, numbers, description, quantity, gauge,
weight, measure, nature, kind, value and any other particulars of the Goods have been
furnished by the Merchant, and the Carrier shall not be responsible for the accuracy
thereof. The Merchant warrants to the Carrier that the particulars furnished by him are
correct and shall indemnify the Carrier against all loss, damage, expenses, liability,
penalties and fines arising out of or resulting from inaccuracy thereof. The Merchant
warrants to the Carrier that the particulars furnished by him are correct and shall
indemnify the Carrier against all loss, damage, expenses, liability, penalties and fines
arising out of or resulting from inaccuracy thereof.
(2) If the cargo received by the Carrier is packed into container(s), loaded on pallet(s) or
unitized into similar article(s) of transport by or on behalf of the Merchant, this Bill of
Lading is prima facie evidence only of the shipment of the number of such article(s) as
shown on the face hereof; and the order and condition of the contents and the marks,
numbers, number and kind of packages or pieces, description, quantity; gauge, measure,
nature, kind and value noted on the face hereof are unknown to the Carrier. The Carrier
shall accept no responsibility therefor.
11. MARKS AND DESCRIPTION.
(1) The Carrier shall not be liable for failure of or delay in delivery in accordance with
marks unless such marks shall have been clearly and durably stamped or marked upon the
Goods or package(s) by the Merchant before shipment in letters and numbers not less than
5 centimeters high, together with the names of the port of discharge and/or destination.
(2) In no circumstances shall the Carrier be responsible for delivery in accordance with
other than leading marks.
(3) The Merchant warrants to the Carrier that he marks on the Goods or package(s)
correspond to the marks shown on this Bill of Lading and also in all respects comply with
all laws and regulations in force at the port of discharge and/or destination, and shall
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indemnify the Carrier against all loss, damage, expenses, penalties and fines arising out of
or resulting from incorrectness or incompleteness thereof.
(4) Goods which cannot be identified by marks and numbers, cargo sweepings, liquid
residue and any unclaimed Goods not otherwise accounted for shall be allocated for the
purpose of completing delivery to the various merchants of goods of like character, in
proportion to any apparent shortage, loss of weight or damage, and such Goods or parts
thereof shall be accepted as full and complete delivery.
12. INSPECTION OF GOODS.
(1) The Carrier shall be entitled, but under no obligation, to open any container or
package at any time and to inspect, reweigh, remeasure, revalue or repack the Goods
without notice to the Merchant.
(2) If paragraph (1) above applies or if by order of the authorities at any place, a container
or package has to be opened, the Carrier will not be liable for any loss or damage incurred
as result of any opening, unpacking, inspection, reweighing, remeasurement, revaluation
or repacking. The Merchant shall indemnify the Carrier for the cost of all measures taken
as above.
13. DECK CARGO.
(1) The Carrier has the right to carry the Goods in container(s) under deck or on deck.
(2) When the Goods in containers(s) are carried on deck, the Carrier shall not be required
to specially note, mark or stamp any statement of "on deck stowage" on the face hereof,
any custom to be contrary notwithstanding. The Goods so carried shall be subject to the
applicable Hague Rules legislation as provided for in Clause 2 hereof, and the stowage of
such Goods shall be deemed to constitute under deck stowage for all purposes including
general average.
(3) The Carrier shall not be liable in any capacity whatsoever of r any nondelivery,
misdelivery, any delay or loss or damage to the Goods which are carried on deck and
specially stated herein to be so carried, whether or not caused by the Carrier's negligence
or the Vessel's unseaworthiness.
14. LIVE ANIMALS. Live animals are carried without responsibility on the part of the Carrier for any
accident, injury, illness, death, loss or damage arising at any time whether caused by unseaworthiness or
negligence or any other cause whatsoever.
15. DANGEROUS GOODS.
(1) The Carrier undertakes to carry Goods of an explosive, inflammable, radioactive,

corrosive, damaging, noxious, hazardous, poisonous, injurious or dangerous nature only
upon the Carrier's acceptance of a prior written application by the Merchant for the
carriage of such Goods. Such application must accurately state the nature, name, label and
classification of the Goods as well as the method of rendering them innocuous, with the
full names and addresses of the shipper and the consignee.
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(2) Whenever the Goods are discovered to have been shipped without complying with
paragraph (1) above or the Goods are found to be contraband or prohibited by any laws or
regulations of the port of loading, discharge or call or any place or waters during the
carriage, the Carrier shall be entitled to have such Goods rendered innocuous, thrown
overboard or discharged or otherwise disposed of at the Carrier's discretion without
compensation and the Merchant shall be liable for and indemnify the Carrier against any
kind of loss, damage or liability including loss of freight, and any expenses directly of
indirectly arising out of or resulting from such shipment.
(3) The Carrier may exercise or enjoy the right or benefit conferred upon the Carrier
under the preceding paragraph whenever it is apprehended that the Goods shipped in
compliance with paragraph (1) above have become dangerous to the Carrier, the Vessel,
other cargo, persons and/or other property.
16. VALUABLE GOODS. The Carrier shall not be liable for any loss of or damage to or in connection
with platinum, gold, silver, jewellery, precious stones other precious metals, radioisotopes, precious
chemicals, currency, negotiable instruments, securities, writings, documents, pictures, embroideries,
works of art, curios, heirlooms, collections of every nature or any other valuable goods whatsoever
including goods having particular value only for the Merchant, unless the true nature and value of the
Gods have been declared in writing by the Merchant before receipt of the Goods by the Carrier, and the
same is inserted in this Bill of Lading and ad valorem freight has been prepaid thereon.
17. HEAVY LIFT.
(1) The weight of a single piece or package exceeding 1 metric ton gross must be
declared by the Merchant in writing before receipt by the Carrier.
(2) In case of the Merchant's failure to make the above declaration, the Carrier shall not
be responsible for any loss of or damage to or in connection with the Goods, and at the
same time the Merchant shall be liable for loss of or damage to any property or for
personal injury arising as a result of the Merchants said failure and shall indemnify the
Carrier of against lost of liability of any kind suffered or incurred by the Carrier as a result
of such failure.
18. IRON AND STEEL. The term "apparent external good order and condition" when used in this Bill
of Lading with reference to iron, steel or metal products does not mean that the Goods, when received,
are free of visible rust or moisture. If the Merchant so requests, a substitute Bill of Lading will be issued
omitting the above definition and setting forth any notation as to rust or moisture which may appear on
the mates' or tally clerks' receipts.
19. DISCHARGE/DELIVERY.
(1) The Goods may be discharged, without notice, as soon as the Vessel is ready to
unload, continuously day and night, Sundays and holidays included.
(2) If the Merchant fails to take delivery of the Goods immediately after the Vessel is
ready to discharge them, the Carrier shall be at liberty to store the Goods at the risk and
expense of the Merchant.
(3) Optional delivery is only granted when arranged prior to the shipment of the Goods
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and expressed in this Bill of Lading. The Merchant desiring to avail himself of the option
so expressed must give notice to the Carrier's agent at the first port of the Vessel's call
named in the option, at least 48 hours prior to the Vessel's arrival there, otherwise the
Goods shall be discharged at any of the optional ports at the Carrier's choice and the
Carrier's responsibility shall then cease.
(4) If the Goods are unclaimed during a reasonable time, or whenever in the Carrier's
judgement the Goods will become deteriorated, decayed or worthless, the Carrier may, at
his discretion and without any responsibility attaching to him, sell, abandon or otherwise
dispose of the Goods solely at the risk and expense of the Merchant.
20. TRANSHIPMENT.
(1) (i) In case of through carriage under this Bill of Lading, the Merchant constitutes the
Carrier his agents to enter into contracts with others for the pre-carriage and/or
on-carriage of the Goods and/or for the storing, lightering, transhipment or other dealing
therewith, prior to, or in the course of or subsequent to the carriage in the Carrier's Vessel
without any liability attaching to him in respect of such agency.
(ii) The responsibility of each carrier acting as such is limited to that part of the transport
actually undertaken by him, and the Carrier shall not be under any liability for damage
and /or loss arising from whatsoever cause during an other part of the transport, even
though the freight for the whole transport has been collected by the Carrier.
(2) Any Statement of the port or place, whether littoral or inland, in the column "Final
Destination" on the face hereof is solely for the purpose of the Merchant's reference, and
in case the columns "(Local Vessel)" and "(From)" on the face gereof are filed up and this
Bill of Lading is issued at a place other than the port of loading onto the Vessel, any
statement herein as to the shipment of the Goods shall be construed to relate only to the
time when and place where the Goods were loaded on board the local vessel. The Carrier's
liability, in those events, shall be determined in accordance with paragraph (1) of this
Clause.
(3) The Carrier shall be at liberty, whether or not arranged beforehand or indicated on the
face hereof, to tranship the whole or any part of the Goods, with or without notice, at any
port or place for any purpose whatsoever, or to forward the same by any means of
transport by water, land or air, whether owned or operated by the Carrier or not. The
Carrier's liability shall, in this event, cease when the Goods leave the Vessel's tackle.
21. MATTERS AFFECTING PERFORMANCE.
(1) The Carrier shall use reasonable endeavours to complete the transport and to deliver
the goods at the place designated for delivery.
(2) If at any time the carriage is or is likely to be affected by any hindrance, risk, delay,
difficulty, or disadvantage of any kind and howsoever arising (even tough the
circumstances giving rise to such hindrance, risk, delay, difficulty or disadvantage existed
at the time this contract was entered into or when the goods were received for carriage),
the Carrier (whether or not the carriage is commenced) may, without prior notice to the
Merchant and at the sole discretion of the Carrier, either:
Page 524
(a) Carry the Goods to the named Port of Discharge by an alternative route to that
indicated in this Bill of Lading or that which is usual for goods consigned to that Port of
Discharge, (if the Carrier elects to invoke the terms of sub-paragraph (a), then
notwithstanding the provisions of Clause 7 hereof, the Carrier shall be entitled to charge
such additional freight as the Carrier may determine); or
(b) Suspend the carriage of the Goods and store them ashore or afloat upon the terms of
this Bill of Lading and endeavour to forward them as soon as possible, but eh Carrier
makes no representations as to the maximum period of suspension (if the Carrier elects to
invoke the terms of sub-paragraph (b) then the Carrier shall be entitled to such additional
freight as the carrier may determine); or
(c) Abandon the carriage of the Goods and place the Goods at the Merchant's disposal at
any place or port which the Carrier may deem safe and convenient, whereupon the
responsibility of the Carrier in respect of such Goods shall cease. The Carrier shall
nevertheless beenitled to full freight on the Goods received for carriage, and the Merchant
shall pay any additional costs of the carriage to, and delivery and storage at, such place or
port. If the Carrier elects to use an alternative route under sub-paragraph (a) or to suspend
the carriage under sub-paragraph (b) this shall not prejudice his right subsequently to
abandon the carriage.
(3) The Carrier may comply with any orders or recommendations given by an government or authority,
or any person acting or purporting to act as or on behalf of such government or authority, or having
under the terms of any insurance on any conveyance employed by the Carrier the right to give orders or
directions.
22. LIMITATION OF LIABILITY.
(1) When the Carrier is liable for compensation in respect of any loss of or damage to the Goods, such
compensation shall be calculated by reference to the value of the Goods at the place and time they are
discharged from the Vessel, or at the place and time they should have been discharged.
For the purpose of determining the extent of the Carrier's liability for loss of or damage to the Goods, the
value of the Goods is presumed to be the invoice plus freight and insurance premium, if paid.
(2) The Carrier shall in no event be liable for any loss of or damage to or in connection with the Goods
in an amount exceeding 666.67 Units of Account (Special Drawing Right) per package or unit or 2 Units
of Account per kilogram of gross weight of the Goods lost or damaged, whichever is the higher, unless
the value of the Goods is declare din writing by the shipper before shipment and the nature and value
hereof is inserted in this Bill of lading and extra freight is paid as agreed. In such case, even if the actual
value of the goods per package or unit exceeds such declared value, the value declared shall nevertheless
be deemed to be the value of the Goods. The Carrier's liability shall not exceed such declared value and
any partial loss or damage shall be adjusted pro rata on the basis of such declared value.
Where the cargo has been packed into container(s) or unitized into similar article(s) of transport by or on
behalf of the Merchant, and when the number of packages or units packed into container(s) or unitized
into similar article(s) of transport is not enumerated on the face hereof, each container or similar article
including the entire contents thereof shall be considered as one package for the purpose of the application
of the limitation of liability provided for herein.
Page 525
23. NOTICE OF CLAIM AND TIME BAR.
(1) Unless notice of loss or damage to the Goods indicating the general nature of such loss or damage be
given in writing to the Carrier or his agent at the port of discharge before or at the time of removal of the
Goods into the custody of the person entitled to take delivery thereof under this Bill of Lading or, if the
loss or damage is not apparent, within three days of the delivery of the Goods, such removal or delivery
shall be prima facie evidence of the delivery by the Carrier of the Goods in the amount and condition
described in this Bill of Lading.
(2) The Carrier shall be discharged from his liability for the Goods unless a legal suit is brought within
one year from the date of delivery of the Goods or the date when the Goods should have been delivered
in the case of the total loss or non-delivery of the Goods.
24. FREIGHT AND CHARGES.
(1) Freight and charges shall be deemed earned on receipt of the Goods by the Carrier and shall be paid
in any event, whether the Vessel and/or the goods be lost or not, or the transport be broken up or
frustrated or abandoned at any stage of the entire transit.
(2) The payment of freight and/or charges shall be made in full and in cash without any offset,
counterclaim or deduction. Where freight is payable at the port of discharge, destination or any other
place, such freight and all other charges shall be paid in the currency named in this Bill of lading, or at
the Carrier's option, in other currency subject to the regulations of the freight conference concerned or
custom at the place of payment.
(3) For the purpose of verifying the freight basis, the Carrier may at any time open any container or
other package or unit in order to ascertain the weight, measurement or value of the Goods. If the
particulars furnished by the Merchant are incorrect, it is agreed that a sum equal to either five times the
difference between the correct freight and the freight charged or to double the correct freight less the
freight charged, whichever sum is the smaller, shall be payable as liquidated damages to the Carrier.
(4) The Merchant shall pay all dues, taxes and charges including consular fees levied on the Goods and
all fines and/or losses sustained or incurred by the Carrier in connection with the laws and regulations of
any government or public authorities in connection with the Goods.
(5) The shipper, consignor, consignee, owner and receiver of the Goods and holder of this Bill of lading
shall be jointly and severally liable to the Carrier for the payment of all freight and charges and for the
performance of the obligation of each of them hereunder.
25. LIEN. The Carrier shall have a lien on the Goods for freight, dead freight, salvage, general average, demurrage or
loss caused by detention, and for all payments made and liabilities incurred in respect of any charges or expenditures
stipulated herein to be borne by the Merchant. The lien shall survive delivery of the Goods.
26. GENERAL AVERAGE. Any general average on a Vessel operated by the Carrier shall be adjusted according to
the York/Antwerp Rules of 1974, as amended 1990 or any modification thereof at any port or place and in any currency
at the option of the Carrier. Any general average on a vessel not operated by the Carrier (whether a seagoing or inland
waterways vessel) shall be adjusted according to the requirements of the operator of that vessel. In either case the
Merchant shall give such cash deposit or other security as the Carrier may deem sufficient to cover the estimated
general average contribution of the goods before delivery if the Carrier requires.
Page 526
27. NEW JASON CLAUSE / BOTH TO BLAME COLLISION CLAUSE. The New Jason Clause and the Both to
Blame Clause, as adopted by the Documentary Committee of The Japan Shipping Exchange, Inc. are deemed to be
incorporated herein. These clauses are available from the Carrier on request.
28. USA CLAUSE PARAMOUNT.
(1) If the carriage covered by this Bill of Lading includes carriage to or from a port or place in the
United States of America, this Bill of lading shall be subject to the United States Carriage of Goods by
Sea Act 1936 (US COGSA), the terms of which are deemed incorporated herein and shall govern
throughout the entire time during which the Goods are in the actual custody of the Carrier.
(2) If US COGSA applies as (1) above, neither the Carrier, nor the Vessel shall, in any event, be or
become liable for any loss or damage to or in connection with the Goods in an amount exceeding
$500.00 per package, lawful money of the United States, or in case the Goods are not shipped in
packages, per customary freight unit unless the value of the Goods has been declared and inserted in the
declared value box on the face hereof, in which case Clause 21(2) hereof shall apply.
Legal Topics:
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82 of 129 DOCUMENTS

FORM No. 24-24 JSE SHUBILn*
1. DEFINITIONS The following words both on the face and back of this bill of Lading have the meanings hereby
assigned:
"Carrier" means a party shown at the top of the face of this Bill of Lading including the servants, agents, and the Master,
and the Vessel and/or her Owner.
"Merchant" includes the shipper, consignor, consignee, owner and receiver of the Goods and the holder of this Bill of
Lading.
"Goods" means the cargo described on the face hereof and, if the cargo is packed into container(s), loaded on pallet(s)
or unitized into similar article(s) of transport not supplied or furnished by or on behalf of the Carrier, includes such
article(s) of transport as well.
"Vessel" means the Ocean Vessel named overleaf and includes any vessel, ship, craft, lighter or other means of
transport by sea or water which is or shall be substituted, in whole or in part, for the vessel named on the face hereof.
"Sub-Contractor" includes owners and operators of vessels and space providers on vessels (other than the Carrier),
stevedores, terminal and groupage operators, their respective servants and agents, and anyone assisting the performance
of the carriage whomsoever.
2. CLAUSE PARAMOUNT This Bill of Lading shall have effect subject to the International Carriage of Goods by Sea
Act, 1957 of Japan, as amended 3 June, 1992 giving effect to the Protocol to Amend the International Convention for
the Unification of Certain Rules relating to Bills of Lading, Brussels, February 23, 1968 (Visby Rules) and the Protocol
Page 528
Amending the International Convention for the Unification of Certain Rules relating to Bills of Lading (August 25,
1924, as Amended by the Protocol of February 23, 1968), Brussels, December 21, 1979 (S.D.R. Protocol).
3. GOVERNING LAW / ARBITRATION
(1) The contract evidenced by or contained in this Bill of Lading shall be governed by Japanese law.
(2) Any dispute arising from this Bill of Lading shall be referred to arbitration in Tokyo by the Tokyo Maritime
Arbitration Commission (TOMAC) of The Japan Shipping Exchange, Inc., in accordance with the Rules of TOMAC
and any amendments thereto, and the award given by the arbitrators shall be final and binding on both parties.
4. VALIDITY In the event that anything herein contained is inconsistent with any applicable international convention
or national law which cannot be departed from by private contract, the provisions hereof shall be null and void to the
extent of such inconsistency but no further.
5. DEFENCE AND LIMITS
(1) The defences and limits of liability provided for in this Bill of Lading shall apply in any action against the Carrier
for loss of or damage to the Goods or delay in delivery, whether the action be founded in contract or in tort.
(2) If an action is brought against any servant, agent or Sub-Contractor of the Carrier, such person shall be entitled to
avail himself of the defences and limits of liability which the Carrier is entitled to invoke under this Bill of Lading.
(3) The aggregate of the amounts recoverable from the Carrier and his servants, agents or Sub-Contractors shall in no
case exceed the limits provided for in this Bill of Lading.
6. PERIOD OF RESPONSIBILITY The Carrier shall not be liable in any capacity whatsoever for any loss or damage to
the Goods occurring before loading onto the Vessel at the Port of Loading or after discharge from the Vessel at the Port
of Discharge, whether the Goods are awaiting shipment, landed or stored or put into craft, barge, lighter or other thing
whether belonging to the Carrier or not or pending transhipment at any stage of the carriage.
7. SCOPE OF VOYAGE
(1) The Carrier has liberty to deviate for the purpose of saving life or property, to call at any port or ports in or out of
the customary or advertised route, in any order whatsoever for the purpose of discharging and loading goods and/or
embarking and disembarking passengers, or taking in fuel and other necessary supplies or for any other purpose
whatsoever, to drydock with or without Goods on board if thought necessary or convenient, to adjust compasses, to sail
without pilots, and to tow and assist ships in all situations and circumstances.
(2) Any action(s) taken by the Carrier under this Clause shall be deemed to be included within the scope of the
contractual carriage and such action(s) or delay resulting therefrom shall not be deemed to be a deviation.
8. DELAY, CONSEQUENTIAL LOSS In no event shall the Carrier be liable for any loss of profit or consequential loss
or damage. Arrival times are not guaranteed by the Carrier.
9. UNKNOWN CLAUSE
(1) Any reference on the face hereof to marks, numbers, description, quantity, gauge, weight, measure, nature, kind,
value and any other particulars of the Goods have been furnished by the Merchant, and the Carrier shall not responsible
for the accuracy thereof. The Merchant warrants to the Carrier that the particulars furnished by him are correct and shall
Page 529
indemnify the Carrier against all loss, damage, expenses, liability, penalties and fines arising out of or resulting from
inaccuracy there of.
(2) If the cargo received by the Carrier is packed into container(s), loaded on pallet(s) or unitized into similar article(s)
of transport by or on behalf of the Merchant, this Bill of Lading is prima facie evidence only of the shipment of the
number of such article(s) as shown on the face hereof; and the order and condition of the contents and the marks,
numbers, number and kind of packages or pieces, description, quality, quantity. gauge, measure, nature, kind and value
noted on the face hereof are unknown to the Carrier. The Carrier shall accept no responsibility therefor.
10. MARKS AND DESCRIPTION
(1) The Carrier shall not be liable for failure of or delay in delivery in accordance with marks unless such marks shall
have been clearly and durably stamped or marked upon the Goods or package(s) by the Merchant before shipment in
letters and numbers not less than 5 centimeters high, together with the names of the port of discharge and/or destination.
(2) In no circumstances shall the Carrier be responsible for delivery in accordance with other than leading marks.
(3) The Merchant warrants to the Carrier that the marks on the Goods or package(s) correspond to the marks shown on
this Bill of Lading and also in all respects comply with all laws and regulations in force at the port of discharge and/or
destination, and shall indemnify the Carrier against all loss, damage, expenses, penalties and fines arising out of or
resulting from incorrectness or incompleteness thereof.
(4) Goods which cannot be identified by marks and numbers, cargo sweepings, liquid residue and any unclaimed Goods
not otherwise accounted for shall be allocated for the purpose of completing delivery to the various merchants of goods
of like character, in proportion to any apparent shortage, loss of weight or damage, and such Goods or parts thereof shall
be accepted as full and complete delivery.
11. INSPECTION OF GOODS
(1) The Carrier shall be entitled, but under no obligation, to open any container or package at any time and to inspect,
reweigh, remeasure, revalue or repack the Goods without notice to the Merchant.
(2) If paragraph (1) above applies or if by order of the authorities at any place, a container or package has to be opened,
the Carrier will not be liable for any loss or damage incurred as a result of any opening, unpacking, inspection,
reweighing, remeasurement, revaluation or repacking. The Merchant shall indemnify the Carrier for the cost of all
measures taken as above.
12. DECK CARGO
(1) The Carrier has the right to carry the Goods in container(s) under deck or on deck.
(2) When the Goods in container(s) are carried on deck, the Carrier shall not be required to specially note, mark or
stamp any statement of "on deck stowage" on the face hereof, any custom to the contrary notwithstanding. The Goods
so carried shall be subject to the applicable Hague Rules legislation as provided for in Clause 2 hereof, and the stowage
of such Goods shall be deemed to constitute under deck stowage for all purposes including general average.
(3) The Carrier shall not be liable in any capacity whatsoever for any non-delivery, misdelivery, any delay or loss of or
damage to the Goods which are carried on deck and specially stated herein to be so carried, whether or not caused by
the Carrier's negligence or the Vessel's unseaworthiness.
Page 530
13. LIVE ANIMALS Live animals are carried without responsibility on the part of the Carrier for any accident, injury,
illness, death, loss or damage arising at any time whether caused by unseaworthiness or negligence or any other cause
whatsoever.
14. DANGEROUS GOODS
(1) The Carrier undertakes to carry Goods of an explosive, inflammable, radioactive, corrosive, damaging, noxious,
hazardous, poisonous, injurious or dangerous nature only upon the Carrier's acceptance of a prior written application by
the Merchant for the carriage of such Goods. Such application must accurately state the nature, name, label and
classification of the Goods as well as the method of rendering them innocuous, with the full names and addresses of the
shipper and the consignee.
(2) Whenever the Goods are discovered to have been shipped without complying with paragraph (1) above or the Goods
are found to be contraband or prohibited by any laws or regulations of the port of loading, discharge or call or any place
or waters during the carriage, the Carrier. shall be entitled to have such Goods rendered innocuous, thrown overboard or
discharged or otherwise disposed of at the Carrier's discretion without compensation and the Merchant shall be liable
for and indemnify the Carrier against any kind of loss, damage or liability including loss of freight, and any expenses
directly or indirectly arising out of or resulting from such shipment.
(3) The Carrier may exercise or enjoy the right or benefit conferred upon the Carrier under the preceding paragraph
whenever it is apprehended that the Goods shipped in compliance with paragraph (1) above have become dangerous to
the Carrier, the Vessel, other cargo, persons and/or other property.
15. VALUABLE GOODS The Carrier shall not be liable for any loss of or damage to or in connection with platinum,
gold, silver, jewellery, precious stones, other precious metals, radioisotopes, precious chemicals, currency, negotiable
instruments, securities, writings, documents, pictures, embroideries, works of art, curios, heirlooms, collections of every
nature or any other valuable goods whatsoever including goods having particular value only for the Merchant, unless
the true nature and value of the Goods have been declared in writing by the Merchant before receipt of the Goods by the
Carrier, and the same is inserted in this Bill of Lading and ad valorem freight has been prepaid thereon.
16. HEAVY LIFT
(1) The weight of a single piece or package exceeding 1 metric ton gross must be declared by the Merchant in writing
before receipt by the Carrier.
(2) In case of the Merchant's failure to make the above declaration, the Carrier shall not be responsible for any loss of or
damage to or in connection with the Goods, and at the same time the Merchant shall be liable for loss of or damage to
any property or for personal injury arising as a result of the Merchant's said failure and shall indemnify the Carrier
against loss or liability of any kind suffered or incurred by the Carrier as a result of such failure.
17. IRON AND STEEL The term 'apparent external good order and condition' when used in this Bill of Lading with
reference to iron, steel or metal products does not mean that the Goods, when received, are free of visible rust or
moisture. If the Merchant so requests, a substitute Bill of Lading will be issued omitting the above definition and setting
forth any notation as to rust or moisture which may appear on the mates' or tally clerks' receipts.
18. DISCHARGE / DELIVERY
(1) The Goods may be discharged, without notice, as soon as the Vessel is ready to unload, continuously day and night,
Sundays and holidays included.
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(2) If the Merchant fails to take delivery of the Goods immediately after the Vessel is ready to discharge them, the
Carrier shall be at liberty to store the Goods at the risk and expense of the Merchant.
(3) Optional delivery is only granted when arranged prior to the shipment of the Goods and expressed in this Bill of
Lading. The Merchant desiring to avail himself of the option so expressed must give notice to the Carrier's agent at the
first port of the Vessel's call named in the option, at least 48 hours prior to the Vessel's arrival there, otherwise the
Goods shall be discharged at any of the optional ports at the Carrier's choice and the Carrier's responsibility shall then
cease.
(4) If the Goods are unclaimed during a reasonable time, or whenever in the Carrier's judgement the Goods will become
deteriorated, decayed or worthless, the Carrier may, at his discretion and without any responsibility attaching to him,
sell, abandon or otherwise dispose of the Goods solely at the risk and expense of the Merchant.
19. TRANSHIPMENT
(1) (i) In case of through carriage under this Bill of Lading, the Merchant constitutes the Carrier his agents to enter into
contracts with others for the pre-carriage and/or on-carriage of the Goods and/or for the storing, lightering, transhipment
or other dealing therewith, prior to, or in the course of, or subsequent to the carriage in the Carrier's vessel without any
liability attaching to him in respect of such agency. (ii) The responsibility of each carrier acting as such is limited to that
part of the transport actually undertaken by him, and the Carrier shall not be under any liability for damage and/or loss
arising from whatsoever cause during any other part of the transport, even though the freight for the whole transport has
been collected by the Carrier.
(2) Any statement of the port or place, whether littoral or inland, in the column "Final Destination" on the face hereof is
solely for the purpose of the Merchant's reference, and in case the columns "(Local Vessel)" and "(From)" on the face
hereof are filled up and this Bill of Lading is issued at a place other than the port of loading onto the Vessel, any
statement herein as to the shipment of the Goods shall be construed to relate only to the time when and place where the
Goods were loaded on board the local vessel. The Carrier's liability, in those events, shall be determined in accordance
with paragraph (1) of this Clause.
(3) The Carrier shall be at liberty, whether or not arranged beforehand or indicated on the face hereof, to tranship the
whole or any part of the Goods, with or without notice, at any port or place for any purpose whatsoever, or to forward
the same by any means of transport by water, land or air, whether owned or operated by the Carrier or not. The Carrier's
liability shall, in this event, cease when the Goods leave the Vessel's tackle.
20. MATTERS AFFECTING PERFORMANCE
(1) The Carrier shall use reasonable endeavours to complete the transport and to deliver the goods at the place
designated for delivery.
(2) If at any time the carriage is or is likely to be affected by any hindrance, risk, delay, difficulty, or disadvantage of
any kind and howsoever arising (even though the circumstances giving rise to such hindrance, risk, delay, difficulty or
disadvantage existed at the time this contract was entered into or when the Goods were received for carriage), the
Carrier (whether or not the carriage is commenced) may, without prior notice to the Merchant and at the sole discretion
of the Carrier, either:
(a) Carry the Goods to the named Port of Discharge by an alternative route to that indicated in this Bill of Lading or that
which is usual for Goods consigned to that Port of Discharge, (if the Carrier elects to invoke the terms of sub-paragraph
(a), then notwithstanding the provisions of Clause 7 hereof, the Carrier shall be entitled to charge such additional freight
as the Carrier may determine); or
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(b) Suspend the carriage of the Goods and store them ashore or afloat upon the terms of this Bill of Lading and
endeavour to forward them as soon as possible, but the Carrier makes no representations as to the maximum period of
suspension (if the Carrier elects to invoke the terms of.Sub-paragraph (b) then the Carrier shall be entitled to such
additional freight as the Carrier may determine); or
(c) Abandon the carriage of the Goods and place the Goods at the Merchant's disposal at any place or port which the
Carrier may deem safe and convenient, whereupon the responsibility of the Carrier in respect of such Goods shall cease.
The Carrier shall nevertheless be entitled to full freight on the Goods received for carriage, and the Merchant shall pay
any additional costs of the carriage to, and delivery and storage at, such place or port. If the Carrier elects to use an
alternative route under sub-paragraph (a) or to suspend the carriage under sub-paragraph (b) this shall not prejudice his
right subsequently to abandon the carriage.
(3) The Carrier may comply with any orders or recommendations given by any government or authority, or any person
acting or purporting to act as or on behalf of such government or authority, or having under the terms of any insurance
on any conveyance employed by the Carrier the right to give orders or directions.
21. LIMITATION OF LIABILITY
(1) When the Carrier is liable for compensation in respect of any loss of or damage to the Goods, such compensation
shall be calculated by reference to the value of the Goods at the place and time they are discharged from the Vessel, or
at the place and time they should have been discharged.
For the purpose of determining the extent of the Carrier's liability for loss of or damage to the Goods, the value of the
Goods is presumed to be the invoice value plus freight and insurance premium, if paid.
(2) The Carrier shall in no event be liable for any loss of or damage to or in connection with the Goods in an amount
exceeding 666.67 Units of Account (Special Drawing Right) per package or unit or 2 Units of Account per kilogramme
of gross weight of the Goods lost or damaged, whichever is the higher, unless the value of the Goods is declared in
writing by the shipper before shipment and the nature and value thereof is inserted in this Bill of Lading and extra
freight is paid as agreed. In such case, even if the actual value of the Goods per package or unit exceeds such declared
value, the value declared shall nevertheless be deemed to be the value of the Goods. The Carrier's liability shall not
exceed such declared value and any partial loss or damage shall be adjusted pro rata on the basis of such declared value.
Where the cargo has been packed into container(s) or unitized into similar article(s) of transport by or on behalf of the
Merchant, and when the number of packages or units packed into container(s) or unitized into similar article(s) of
transport is not enumerated on the face thereof, each container or similar article including the entire contents thereof
shall be considered as one package for the purpose of the application of the limitation of liability provided for herein.
22. NOTICE OF CLAIM AND TIME BAR
(1) Unless notice of loss of or damage to the Goods indicating the general nature of such loss or damage be given in
writing to the Carrier or his agent at the port of discharge before or at the time of removal of the Goods into the custody
of the person entitled to take delivery thereof under this Bill of Lading or, if the loss or damage is not apparent, within
three days of the delivery of the Goods, such removal or delivery shall be prima facie evidence of the delivery by the
Carrier of the Goods in the amount and condition described in this Bill of Lading.
(2) In any event the Carrier shall be discharged from his liability for the Goods unless arbitration is filed pursuant to
Clause 3(2) hereof within one year from the date of delivery of the Goods or the date when the Goods should have been
delivered in the case of the total loss or non-delivery of the Goods.
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23. FREIGHT AND CHARGES
(1) Freight and charges shall be deemed fully earned on receipt of the Goods by the Carrier and shall be paid in any
event, whether the Vessel and/or the Goods be lost or not, or the transport be broken up or frustrated or abandoned at
any stage of the entire transit.
(2) The payment of freight and/or charges shall be made in full and in cash without any offset, counterclaim or
deduction. Where freight is payable at the port of discharge, destination or any other place, such freight and all other
charges shall be paid in the currency named in this Bill of Lading or, at the Carrier's option, in other currency subject to
the regulations of the freight conference concerned or custom at the place of payment.
(3) For the purpose of verifying the freight basis, the Carrier may at any time open any container or other package or
unit in order to ascertain the weight, measurement or value of the Goods. If the particulars furnished by the Merchant
are incorrect, it is agreed that a sum equal to either five times the difference between the correct freight and the freight
charged or to double the correct freight less the freight charged, whichever sum is the smaller, shall be payable as
liquidated damages to the Carrier.
(4) The Merchant shall pay all dues, taxes and charges including consular fees levied on the Goods and all fines and/or
losses sustained or incurred by the Carrier in connection with the laws and regulations of any government or public
authorities in connection with the Goods.
(5) The shipper, consignor, consignee, owner and receiver of the Goods and holder of this Bill of Lading shall be jointly
and severally liable to the Carrier for the payment of all freight and charges and for the performance of the obligation of
each of them hereunder.
24. LIEN The Carrier shall have a lien on the Goods for freight, dead freight, salvage, general average, demurrage or
loss caused by detention, and for all payments made and liabilities incurred in respect of any charges or expenditures
stipulated herein to be borne by the Merchant. The lien shall survive delivery of the Goods.
25. GENERAL AVERAGE Any general average on a Vessel operated by the Carrier shall be adjusted according to the
York-Antwerp Rules, 1994 or any modification thereof at any port or place and in any currency at the option of the
Carrier. Any general average on a vessel not operated by the Carrier (whether a seagoing or inland waterways vessel)
shall be adjusted according to the requirements of the operator of that vessel. In either case the Merchant shall give such
cash deposit or other security as the Carrier may deem sufficient to cover the estimated general average contribution of
the Goods before delivery if the Carrier requires.
26. NEW JASON CLAUSE / BOTH TO BLAME COLLISION CLAUSE The New Jason Clause and the Both to
Blame Collision Clause, as adopted by the Documentary Committee of The Japan Shipping Exchange, Inc. are deemed
to be incorporated herein. These clauses are available from the Carrier on request.
27. US CLAUSE PARAMOUNT
(1) If the carriage covered by this Bill of Lading includes carriage to or from a port or place in the United States of
America, this Bill of Lading shall be subject to the United States Carriage of Goods by Sea Act 1936 (US COGSA), the
terms of which are deemed incorporated herein and shall govern throughout the entire time during which the Goods are
in the actual custody of the Carrier.
(2) If US COGSA applies as (1) above, neither the Carrier, nor the Vessel shall, in any event, be or become liable for
any loss or damage to or in connection with the Goods in an amount exceeding $500.00 per package, lawful money of
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the United States, or in case the Goods are not shipped in packages, per customary freight unit unless the value of the
Goods has been declared and inserted in the declared value box on the face hereof, in which case Clause 21(2) shall
apply.
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83 of 129 DOCUMENTS

FORM No. 24-25 CHEMTANKWAYBILL 85n1
Conditions of Carriage.
(1) This Waybill, which is not a document of title to the cargo, is subject to the terms and conditions, liberties and
exceptions of the Voyage Charter Party dated as overleaf and to the provisions set out below.
(2) Paramount Clause. (a) This Waybill is not a bill of lading and no bill of lading will be issued. However, it is
agreed that the Hague Rules contained in the International Convention for the Unification of certain rules relating to
Bills of Lading, dated Brussels the 25th August 1924 as enacted in the country of shipment shall apply to this Waybill.
When no such enactment is in force in the country of shipment, the corresponding legislation of the country of
of the said Convention shall apply in exactly the same way.
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any modification thereof at the place agreed in the Charter Party.
the carriage under this contract falls to be determined in accordance with the law and practice of the United States of
America, the following clauses shall apply:
cargo.
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84 of 129 DOCUMENTS

[Reserved]
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85 of 129 DOCUMENTS

FORM No. 24-27 GASTANKWAYBILLn1
(1) This Waybill, which is not a document of title to the cargo, is subject to the terms and conditions, liberties and
exceptions of the Voyage Charter Party dated as overleaf and to the provisions set out below.
(2) Paramount Clause. (a) This Waybill is not a bill of lading and no bill of lading will be issued. However, it is
agreed that the Hague Rules contained in the International Convention for the Unification of certain rules relating to
Bills of Lading, dated Brussels the 25th August 1924 as enacted in the country of shipment shall apply to this Waybill.
When no such enactment is in force in the country of shipment, the corresponding legislation of the country of
of the said Convention shall apply in exactly the same way.
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any modification thereof at the place agreed in the Charter Party.
the carriage under this contract falls to be determined in accordance with the law and practice of the United States of
America, the following clauses shall apply:
cargo.
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86 of 129 DOCUMENTS

FORM No. 24-28 INTANKBILL 78
(1) PARAMOUNT CLAUSE
(a) The Hague Rules contained in the International Convention for the Unification of certain rules relating to Bills of
Lading, dated Brussels the 25th August 1924 as enacted in the country of shipment shall apply to this contract. When no
such enactment is in force in the country of shipment, the corresponding legislation of the country of destination shall
apply, but in respect of shipments to which no such enactments are compulsorily applicable, the terms of the said
Convention shall apply.
(b) In trades where the International Brussels Convention 1924 as amended by the Protocol signed at Brussels on
February 23rd, 1968 - The Hague-Visby Rules - apply compulsorily, the provisions of the respective legislation shall be
considered incorporated in this Bill of Lading.
(c) In any event, as regards the period before loading and after discharge and while the cargo is in the charge of another
carrier, the Carrier makes all reservations possible under such legislation.
(2) GENERAL AVERAGE
(a) General Average, if any, shall be adjusted, stated and settled in accordance with York-Antwerp Rules 1974, at the
place agreed in the Charter Party, otherwise in London.
(b) Cargo's contribution to General Average shall be paid to the Carrier even when such average is the result of a fault,
neglect or error of the Master, Pilot or the Crew. The Charterer, Shipper and Consignee expressly renounce the
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(c) If the adjustment of General Average or the liability for any collision in which the vessel is involved while
performing the carriage under this Bill of Lading falls to be determined in accordance with the law and practice of the
United States of America, the following clauses shall apply:
NEW JASON CLAUSE
responsible, by statute, contract or otherwise, the cargo, Shippers, Consignees or owners of the cargo shall contribute
with the Carrier in General Average to the payment of any sacrifices, losses or expenses of a General Average nature
that may be made or incurred and shall pay salvage and special charges incurred in respect of the cargo.
of the cargo and any salvage and special charges thereon shall, if required, be made by the cargo, Shippers, Consignees
or owners of the cargo to the Carrier before delivery.
BOTH-TO-BLAME COLLISION CLAUSE
default of the Master, Mariner, Pilot or the servants of the Carrier in the navigation or in the Management of the Vessel,
non-carrying ship or her Owners in so far as such loss or liability represents loss of, or damage to, or any claim
whatsoever of the owners of said cargo, paid or payable by the other or non-carrying ship or her Owners to the owners
of said cargo and set-off, recouped or recovered by the other or non-carrying ship or her Owners as part of their claim
against the carrying Vessel or Carrier. The foregoing provisions shall also apply where the Owners, Operators or those
in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect
of a collision or contact.
For the purpose of this Bill of Lading; SHIPPER means the person consigning the cargo for the carriage on
Charterer's behalf; CHARTERER means the person entering the Charter Party contract with the Carrier; CARRIER is
equivalent to terms like Shipowner, Owner, Chartered Owner, Disponent Owner, whichever is used in the Charter
Party referred to in this Bill of Lading to define a person undertaking the carriage.
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87 of 129 DOCUMENTS

FORM No. 24-28A BIMCO C-TPAT CLAUSES (U.S. Security)
U.S. Customs-Trade Partnership Against Terrorism (C-TPAT) Clause
The Charterers have voluntarily signed the C-TPAT Agreement with the U.S. Customs Service.
The Owners, Master and Crew will use reasonable efforts to assist the Charterers to comply with their obligations under
the C-TPAT Agreement. However, under no circumstances shall the Owners, Master and Crew be liable for any delays,
losses or damages howsoever arising out of any failure to meet the requirements of the C-TPAT Agreement signed by
the Charterers.
The Charterers agree to indemnify and hold the Owners, Master and Crew harmless for any claims made against the
Owners, Master and Crew or for any delays, losses, damages, expenses or penalties suffered by the Owners arising out
of the C-TPAT Agreement signed by the Charterers.
U.S. Security Clause for Voyage Chartering
If the Vessel calls in the United States, including any U.S. territory, the following provisions shall apply with respect to
any applicable security regulations or measures:
Reporting
The Vessel or its agents shall report and send all notices as required to obtain entry and exit clearances from the relevant
U.S. authorities.
Any delay caused by the failure to so report shall be for the Owners' account, unless such failure to report is caused by
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or attributable to the Charterers or their representatives or agents including but not limited to the shipper and/or receiver
of the cargo.
Clearances
Unless caused by the Owners' negligence, any delay suffered or time lost in obtaining the entry and exit clearances from
the relevant U.S. authorities shall count as laytime or time on demurrage.
Expenses
Any expenses or additional fees relating to the cargo, even if levied against the Vessel, that arise out of security
measures imposed at the loading and/or discharging port and/or any other port to which the Charterers order the Vessel,
shall be for the Charterers' account.
Notice of Readiness
Notwithstanding anything to the contrary contained in this Charter Party the Vessel shall be entitled to tender Notice of
Readiness whether cleared for entry or not by any relevant U.S. authority.
U.S. Security Clause for Time Chartering
If the Vessel calls in the United States, including any U.S. territory, the following provisions shall apply with respect to
Notwithstanding anything else contained in this Charter Party all costs or expenses arising out of or related to security
regulations or measures required by any U.S. authority including, but not limited to, security guards, launch services,
tug escorts, port security fees or taxes and inspections, shall be for the Charterers' account, unless such costs or expenses
result solely from the Owners' negligence.
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88 of 129 DOCUMENTS

FORM No. 24-29 TANKWAYBILL 81n1
(1) Paramount Clause. (a) This is not a bill of lading, but it is agreed that the liability of the Carrier and Shipper shall
be the same as if the Hague Rules contained in the Brussels Bill of Lading Convention dated 25th August, 1924, as
enacted in the country of shipment, did apply to this contract.
When no such enactment is in force in the country of shipment, the liability shall be the same as if the corresponding
legislation of the country of destination did apply, but in respect of shipments to which no such enactments are in force,
the liability shall follow the terms of the said Convention.
(b) In trades where the International Brussels Convention 1924 as amended by the Protocol signed at Brussels on
February 23rd, 1968--The Hague-Visby Rules--apply compulsorily, the provisions of the respective legislation shall be
considered incorporated herein.
(c) In any event, as regards the period before loading and after discharge and while the cargo is in the charge of another
carrier, the Carrier makes all reservations possible under such legislation.
(2) General Average. (a) General Average, if any, shall be adjusted, stated and settled in accordance with
York-Antwerp Rules 1974, at the place agreed in the Charter Party, otherwise in London.
(b) Cargo's contribution to General Average shall be paid to the Carrier even when such average is the result of a fault,
neglect or error of the Master, Pilot, or the Crew. The Charterer, Shipper and Consignee expressly renounce the
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(c) If the adjustment of General Average or the liability for any collision in which the vessel is involved while
performing the carriage under this contract falls to be determined in accordance with the law and practice of the United
States of America, the following clauses shall apply:
which, the Carrier is not responsible, by statute, contract or otherwise, the cargo, Shippers, Consignees or owners of the
General Average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of
the cargo.
of the cargo and any salvage and special charges thereon shall, if required, be made by the cargo, Shippers, Consignees
or owners of the cargo to the Carrier before delivery.
Both-to-Blame Collision Clause. If the Vessel comes into collision with another ship as a result of the negligence of
the other ship and any act, neglect or default of the Master, Mariner, Pilot or the servants of the Carrier in the navigation
or in the management of the Vessel, the owners of the cargo carried hereunder will indemnify the Carrier against all loss
or liability to the other or non-carrying ship or her Owners in so far as such loss or liability represents loss of, or damage
to, or any claim whatsoever of the owners of said cargo and set-off, recouped or recovered by the other or non-carrying
ship or her Owners as part of their claim against the carrying Vessel or Carrier. The foregoing provisions shall also
apply where the Owners, Operators or those in charge of any ship or ships or objects other than, or in addition to, the
colliding ships or objects are at fault in respect of a collision or contact.
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89 of 129 DOCUMENTS

FORM No. 24-30 MULTIMODAL TRANSPORT BILL OF LADING
CODE NAME: "MULTIDOC 95"
1. Applicability
The provisions of this Contract shall apply irrespective of whether there is a unimodal or a Multimodal Transport
Contract involving one or several modes of transport.
2. Definitions
"Multimodal Transport Contract" means a single Contract for the carriage of Goods by at least two different modes of
transport.
"Multimodal Transport Bill of Lading" (MT Bill of Lading) means this document evidencing a Multimodal Transport
Contract and which can be replaced by electronic data interchange messages insofar as permitted by applicable law and
is issued in a negotiable form.
"Multimodal Transport Operator" (MTO) means the person named on the face hereof who concludes a Multimodal
Transport Contract and assumes responsibility for the performance thereof as a Carrier.
"Carrier" means the person who actually performs or undertakes to perform the carriage, or part thereof, whether he is
identical with the Multimodal Transport Operator or not.
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"Merchant" includes the Shipper, the Receiver, the Consignor, the Consignee, the holder of this MT Bill of Lading and
the owner of the Goods.
"Consignor" means the person who concludes the Multimodal Transport Contract with the Multimodal Transport
Operator.
"Consignee" means the person entitled to receive the Goods from the Multimodal Transport Operator.
"Taken in charge" means that the Goods have been handed over to and accepted for carriage by the MTO.
"Delivery" means
(i) the handing over of the Goods to the Consignee; or
(ii) the placing of the Goods at the disposal of the Consignee in accordance with the Multimodal
Transport Contract or with the law or usage of the particular trade applicable at the place of delivery; or
(iii) the handing over of the Goods to an authority or other third party to whom, pursuant to the law or
regulations applicable at the place of delivery, the Goods must be handed over.
"Special Drawing Rights" (SDR) means the unit of account as defined by the International Monetary Fund.
"Goods" means any property including live animals as well as containers, pallets or similar articles of transport or
packaging not supplied by the MTO, irrespective of whether such property is to be or is carried on or under deck.
3. MTO's Tariff
The terms of the MTO's applicable tariff at the date of shipment are incorporated herein. Copies of the relevant
provisions of the applicable tariff are available from the MTO upon request. In the case of inconsistency between this
MT Bill of Lading and the applicable tariff, this MT Bill of Lading shall prevail.
4. Time Bar
The MTO shall, unless otherwise expressly agreed, be discharged of all liability under this MT Bill of Lading unless
suit is brought within nine months after:
(i) the Delivery of the Goods; or
(ii) the date when the Goods should have been delivered; or
(iii) the date when, in accordance with sub-clause 10 (e) failure to deliver the Goods would give the
Consignee the right to treat the Goods as lost.
5. Law and Jurisdiction
Disputes arising under this MT Bill of Lading shall be determined by the courts and in accordance with the law at the
place where the MTO has his principal place of business.
6. Methods and Routes of Transportation

Page 548
(a) The MTO is entitled to perform the transport in any reasonable manner and by any reasonable means, methods and
routes.
(b) In accordance herewith, for instance, in the event of carriage by sea, vessels may sail with or without pilots, undergo
repairs, adjust equipment, drydock and tow vessels in all situations.
7. Optional Stowage
(a) Goods may be stowed by the MTO by means of containers, trailers, transportable tanks, flats, pallets, or similar
articles of transport used to consolidate Goods.
(b) Containers, trailers, transportable tanks and covered flats, whether stowed by the MTO or received by him in a
stowed condition, may be carried on or under deck without notice to the Merchant.
8. Delivery of the Goods to the Consignee
The MTO undertakes to perform or to procure the performance of all acts necessary to ensure Delivery of the Goods:
(i) when the MT Bill of Lading has been issued in a negotiable form "to bearer", to the person
surrendering one original of the document; or
(ii) when the MT Bill of Lading has been issued in a negotiable form "to order", to the person
surrendering one original of the document duly endorsed; or
(iii) when the MT Bill of Lading has been issued in a negotiable form to a named person, to that person
upon proof of his identity and surrender of one original document; if such document has been transferred
"to order" or in blank, the provisions of (ii) above apply.
(a) The MTO shall use reasonable endeavours to complete the transport and to deliver the Goods at the place designated
for Delivery.
(b) If at any time the performance of the Contract as evidenced by this MT Bill of Lading is or will be affected by any
hindrance, risk, delay, difficulty or disadvantage 2of whatsoever kind, and if by virtue of sub-clause 9 (a) the MTO has
no duty to complete the performance of the Contract, the MTO (whether or not the transport is commenced) may elect
to
(i) treat the performance of this Contract as terminated and place the Goods at the Merchant's disposal at
any place which the MTO shall deem safe and convenient; or
(ii) deliver the Goods at the place designated for Delivery.
(c) If the Goods are not taken Delivery of by the Merchant within a reasonable time after the MTO has called upon him
to take Delivery, the MTO shall be at liberty to put the Goods in safe custody on behalf of the Merchant at the latter's
risk and expense.
(d) In any event the MTO shall be entitled to full freight for Goods received for transportation and additional
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III. LIABILITY OF THE MTO
10. Basis of Liability
(a) The responsibility of the MTO for the Goods under this Contract covers the period from the time the MTO has taken
the Goods into his charge to the time of their Delivery.
(b) Subject to the defences set forth in Clauses 11 and 12, the MTO shall be liable for loss of or damage to the Goods,
as well as for delay in Delivery, if the occurrence which caused the loss, damage or delay in Delivery took place while
the Goods were in his charge as defined in sub-clause 10 (a), unless the MTO proves that no fault or neglect of his own,
his servants or agents or any other person referred to in sub-clause 10 (c) has caused or contributed to the loss, damage
or delay in Delivery. However, the MTO shall only be liable for loss following from delay in Delivery if the Consignor
has made a written declaration of interest in timely Delivery which has been accepted in writing by the MTO.
(c) The MTO shall be responsible for the acts and omissions of his servants or agents, when any such servant or agent is
acting within the scope of his employment, or of any other person of whose services he makes use for the performance
of the Contract, as if such acts and omissions were his own.
(d) Delay in Delivery occurs when the Goods have not been delivered within the time expressly agreed upon or, in the
absence of such agreement, within the time which it would be reasonable to require of a diligent MTO, having regard to
the circumstances of the case.
(e) If the Goods have not been delivered within ninety (90) consecutive days following the date of Delivery determined
according to Clause 10 (d) above, the claimant may, in the absence of evidence to the contrary, treat the Goods as lost.
11. Defences for Carriage by Sea or Inland Waterways
Notwithstanding the provisions of Clause 10 (b), the MTO shall not be responsible for loss, damage or delay in
Delivery with respect to Goods carried by sea or inland waterways when such loss, damage or delay during such
carriage results from:
(i) act, neglect or default of the master, mariner, pilot or the servants of the Carrier in the navigation or in
the management of the vessel;
(ii) fire, unless caused by the actual fault or privity of the Carrier;
(iii) the causes listed in the Hague-Visby Rules article 4.2 (c) to (p);
however, always provided that whenever loss or damage has resulted from unseaworthiness of the vessel, the MTO can
prove that due diligence has been exercised to make the vessel seaworthy at the commencement of the voyage.
12. Limitation of Liability
(a) Unless the nature and value of the Goods have been declared by the Consignor before the Goods have been taken in
charge by the MTO and inserted in the MT Bill of Lading, the MTO shall in no event be or become liable for any loss
of or damage to the Goods in an amount exceeding:
(i) when the Carriage of Goods by Sea Act of the United States of America, 1936 (US COGSA) applies
USD 500 per package or customary freight unit; or
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(ii) when any other law applies, the equivalent of 666.67 SDR per package or unit or two SDR per
kilogramme of gross weight of the Goods lost or damaged, whichever is the higher.
(b) Where a container, pallet, or similar article of transport is loaded with more than one package or unit, the packages
or other shipping units enumerated in the MT Bill of Lading as packed in such article of transport are deemed packages
or shipping units. Except as aforesaid, such article of transport shall be considered the package or unit.
(c) Notwithstanding the above-mentioned provisions, if the Multimodal Transport does not, according to the Contract,
include carriage of Goods by sea or by inland waterways, the liability of the MTO shall be limited to an amount not
exceeding 8.33 SDR per kilogramme of gross weight of the Goods lost or damaged.
(d) In any case, when the loss of or damage to the Goods occurred during one particular stage of the Multimodal
Transport, in respect of which an applicable international convention or mandatory national law would have provided
another limit of liability if a separate contract of carriage had been made for that particular stage of transport, then the
limit of the MTO's liability for such loss or damage shall be determined by reference to the provisions of such
convention or mandatory national law.
(e) If the MTO is liable in respect of loss following from delay in Delivery, or consequential loss or damage other than
loss of or damage to the Goods, the liability of the MTO shall be limited to an amount not exceeding the equivalent of
the freight under the Multimodal Transport Contract for the Multimodal Transport.
(f) The aggregate liability of the MTO shall not exceed the limits of liability for total loss of the Goods.
(g) The MTO is not entitled to the benefit of the limitation of liability if it is proved that the loss, damage or delay in
Delivery resulted from a personal act or omission of the MTO done with the intent to cause such loss, damage or delay,
or recklessly and with knowledge that such loss, damage or delay would probably result.
13. Assessment of Compensation
(a) Assessment of compensation for loss of or damage to the Goods shall be made by reference to the value of such
Goods at the place and time they are delivered to the Consignee or at the place and time when, in accordance with the
Multimodal Transport Contract, they should have been so delivered.
(b) The value of the Goods shall be determined according to the current commodity exchange price or, if there is no
such price, according to the current market price or, if there is no commodity exchange price or current market price, by
reference to the normal value of Goods of the same kind and quality.
14. Notice of Loss of or Damage to the Goods
(a) Unless notice of loss of or damage to the Goods, specifying the general nature of such loss or damage, is given in
writing by the Consignee to the MTO when the Goods are handed over to the Consignee, such handing over is prima
facie evidence of the Delivery by the MTO of the Goods as described in the MT Bill of Lading.
(b) Where the loss or damage is not apparent, the same prima facie effect shall apply if notice in writing is not given
within six consecutive days after the day when the Goods were handed over to the Consignee.
15. Defences and Limits for the MTO, Servants, etc.
(a) The provisions of this Contract apply to all claims against the MTO relating to the performance of the Multimodal
Transport Contract, whether the claim be founded in contract or in tort.
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(b) The Merchant undertakes that no claim shall be made against any servant, agent or other persons whose services the
MTO has used in order to perform the Multimodal Transport Contract and if any claim should nevertheless be made, to
indemnify the MTO against all consequences thereof.
(c) However, the provisions of this Contract apply whenever claims relating to the performance of the Multimodal
Transport Contract are made against any servant, agent or other person whose services the MTO has used in order to
perform the Multimodal Transport Contract, whether such claims are founded in contract or in tort. In entering into this
Contract, the MTO, to the extent of such provisions, does so not only on his own behalf but also as agent or trustee for
such persons. The aggregate liability of the MTO and such persons shall not exceed the limits in Clause 12.
16. MTO's Responsibility
The information in the MT Bill of Lading shall be prima facie evidence of the taking in charge by the MTO of the
Goods as described by such information unless a contrary indication, such as "shipper's weight, load and count",
"shipper-packed container" or similar expressions, have been made in the printed text or superimposed on the
document. Proof to the contrary shall not be admissible when the MT Bill of Lading has been transferred, or the
equivalent electronic data interchange message has been transmitted to and acknowledged by the Consignee who in
good faith has relied and acted thereon.
17. Consignor's Responsibility
(a) The Consignor shall be deemed to have guaranteed to the MTO the accuracy, at the time the Goods were taken in
charge by the MTO, of all particulars relating to the general nature of the Goods, their marks, number, weight, volume
and quantity and, if applicable, to the dangerous character of the Goods as furnished by him or on his behalf for
insertion in the MT Bill of Lading.
(b) The Consignor shall indemnify the MTO for any loss or expense caused by inaccuracies in or inadequacies of the
particulars referred to above.
(c) The right of the MTO to such indemnity shall in no way limit his liability under the Multimodal Transport Contract
to any person other than the Consignor.
(d) The Consignor shall remain liable even if the MT Bill of Lading has been transferred by him.
18. Return of Containers
(a) Containers, pallets or similar articles of transport supplied by or on behalf of the MTO shall be returned to the MTO
in the same order and condition as when handed over to the Merchant, normal wear and tear excepted, with interiors
clean and within the time prescribed in the MTO's tariff or elsewhere.
(b)
(i) The Consignor shall be liable for any loss of, damage to, or delay, including demurrage, of such
articles, incurred during the period between handing over to the Consignor and return to the MTO for
carriage.
(ii) The Consignor and the Consignee shall be jointly and severally liable for any loss of, damage to, or
delay, including demurrage, of such articles, incurred during the period between handing over to the
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Consignee and return to the MTO.
19. Dangerous Goods
(a) The Consignor shall comply with all internationally recognised requirements and all rules which apply according to
national law or by reason of international convention, relating to the carriage of Goods of a dangerous nature, and shall
in any event inform the MTO in writing of the exact nature of the danger before Goods of a dangerous nature are taken
in charge by the MTO and indicate to him, if need be, the precautions to be taken.
(b) If the Consignor fails to provide such information and the MTO is unaware of the dangerous nature of the Goods
and the necessary precautions to be taken and if, at any time, they are deemed to be a hazard to life or property, they
may at any place be unloaded, destroyed or rendered harmless, as circumstances may require, without compensation and
the Consignor shall be liable for all loss, damage, delay or expenses arising out of their being taken in charge, or their
The burden of proving that the MTO knew the exact nature of the danger constituted by the carriage of the said Goods
shall rest upon the person entitled to the goods.
(c) If any Goods shipped with the knowledge of the MTO as to their dangerous nature shall become a danger to the
vessel or cargo, they may in like manner be landed at any place or destroyed or rendered innocuous by the MTO
without liability on the part of the MTO except to General Average, if any.
(a) If a container has not been filled, packed or stowed by the MTO, the MTO shall not be liable for any loss of or
damage to its contents and the Consignor shall indemnify any loss or expense incurred by the MTO if such loss, damage
or expense has been caused by:
(i) negligent filling, packing or stowing of the container;
(ii) the contents being unsuitable for carriage in container; or
(iii) the unsuitability or defective condition of the container unless the container has been supplied by the
MTO and the unsuitability or defective condition would not have been apparent upon reasonable
inspection at or prior to the time when the container was filled, packed or stowed.
(b) The provisions of sub-clause (a) of this Clause also apply with respect to trailers, transportable tanks, flats and
pallets which have not been filled, packed or stowed by the MTO.
(c) The MTO does not accept liability for damage due to the unsuitability or defective condition of reefer equipment or
trailers supplied by the Merchant.
V. FREIGHT AND LIEN
21. Freight
(a) Freight shall be deemed earned when the Goods have been taken into charge by the MTO and shall be paid in any
event.
(b) The Merchant's attention is drawn to the stipulations concerning currency in which the freight and charges are to be
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conditions. If no such stipulation as to devaluation exists or is applicable the following provision shall apply:
immediately changed in proportion to the extent of the devaluation or revaluation of the said currency. When the MTO
has consented to payment in other currency than the above mentioned currency, then all freight and charges
shall--subject to the preceding paragraph--be paid at the highest selling rate of exchange for banker's sight draft current
on the day when such freight and charges are paid. If the banks are closed on the day when the freight is paid the rate to
be used will be the one in force on the last day the banks were open.
(c) For the purpose of verifying the freight basis, the MTO reserves the right to have the contents of containers, trailers
or similar articles of transport inspected in order to ascertain the weight, measurement, value, or nature of the Goods. If
difference between the correct freight and the freight charges or to double the correct freight less the freight charges,
whichever sum is the smaller, shall be payable as liquidated damages to the MTO notwithstanding any other sum
having been stated on this MT Bill of Lading as the freight payable.
(d) All dues, taxes and charges levied on the Goods and other expenses in connection therewith shall be paid by the
Merchant.
22. Lien
The MTO shall have a lien on the Goods for any amount due under this Contract and for the costs of recovering the
same, and may enforce such lien in any reasonable manner, including sale or disposal of the Goods.
23. General Average
(a) General Average shall be adjusted at any port or place at the MTO's option, and to be settled according to the
York-Antwerp Rules 1994, or any modification thereof, this covering all Goods, whether carried on or under deck. The
New Jason Clause as approved by BIMCO to be considered as incorporated herein.
(b) Such security including a cash deposit as the MTO may deem sufficient to cover the estimated contribution of the
Goods and any salvage and special charges thereon, shall, if required, be submitted to the MTO prior to Delivery of the
Goods.
The Both-to-Blame Collision Clause as adopted by BIMCO shall be considered incorporated herein.
25. U.S. Trade
In case the Contract evidenced by this MT Bill of Lading is subject to U.S. COGSA, then the provisions stated in said
Act shall govern before loading and after discharge and throughout the entire time the Goods are in the Carrier's
custody.
Legal Topics:
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90 of 129 DOCUMENTS

FORM No. 24-30A MULTIMODAL TRANSPORT WAYBILL
CODE NAME: "MULTIWAYBILL 95"
1. Applicability
The provisions of this Contract shall apply irrespective of whether there is a unimodal or a Multimodal Transport
Contract involving one or several modes of transport.
2. Definitions
"Multimodal Transport Contract" means a single Contract for the carriage of Goods by at least two different modes of
transport.
"Multimodal Transport Waybill" (MT Waybill) means this document evidencing a Multimodal Transport Contract and
which can be replaced by electronic data interchange messages insofar as permitted by applicable law and is issued in a
negotiable form.
"Multimodal Transport Operator" (MTO) means the person named on the face hereof who concludes a Multimodal
Transport Contract and assumes responsibility for the performance thereof as a Carrier.
"Carrier" means the person who actually performs or undertakes to perform the carriage, or part thereof, whether he is
identical with the Multimodal Transport Operator or not.
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"Merchant" includes the Shipper, the Receiver, the Consignor, the Consignee, the holder of this MT Bill of Lading and
the owner of the Goods.
"Consignor" means the person who concludes the Multimodal Transport Contract with the Multimodal Transport
Operator.
"Consignee" means the person entitled to receive the Goods from the Multimodal Transport Operator.
"Taken in charge" means that the Goods have been handed over to and accepted for carriage by the MTO.
"Delivery" means
(i) the handing over of the Goods to the Consignee; or
(ii) the placing of the Goods at the disposal of the Consignee in accordance with the Multimodal
Transport Contract or with the law or usage of the particular trade applicable at the place of delivery; or
(iii) the handing over of the Goods to an authority or other third party to whom, pursuant to the law or
regulations applicable at the place of delivery, the Goods must be handed over.
"Special Drawing Rights" (SDR) means the unit of account as defined by the International Monetary Fund.
"Goods" means any property including live animals as well as containers, pallets or similar articles of transport or
packaging not supplied by the MTO, irrespective of whether such property is to be or is carried on or under deck.
3. MTO's Tariff
The terms of the MTO's applicable tariff at the date of shipment are incorporated herein. Copies of the relevant
provisions of the applicable tariff are available from the MTO upon request. In the case of inconsistency between this
MT Waybill and the applicable tariff, this MT Waybill shall prevail.
4. Time Bar
The MTO shall, unless otherwise expressly agreed, be discharged of all liability under this MT Waybill unless suit is
brought within nine months after:
(i) the Delivery of the Goods; or
(ii) the date when the Goods should have been delivered; or
(iii) the date when, in accordance with sub-clause 10 (e) failure to deliver the Goods would give the
Consignee the right to treat the Goods as lost.
5. Law and Jurisdiction
Disputes arising under this MT Waybill shall be determined by the courts and in accordance with the law at the place
where the MTO has his principal place of business.
6. Methods and Routes of Transportation

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(a) The MTO is entitled to perform the transport in any reasonable manner and by any reasonable means, methods and
routes.
(b) In accordance herewith, for instance, in the event of carriage by sea, vessels may sail with or without pilots, undergo
repairs, adjust equipment, drydock and tow vessels in all situations.
7. Optional Stowage
(a) Goods may be stowed by the MTO by means of containers, trailers, transportable tanks, flats, pallets, or similar
articles of transport used to consolidate Goods.
(b) Containers, trailers, transportable tanks and covered flats, whether stowed by the MTO or received by him in a
stowed condition, may be carried on or under deck without notice to the Merchant.
8. Delivery of the Goods to the Consignee
The MTO undertakes to perform or to procure the performance of all acts necessary to ensure Delivery of the Goods,
upon proof of his identity, to the person named as Consignee in the document or a person as instructed by the Consignor
or by a person who has acquired the Consignor's or the Consignee's rights under the Multimodal Transport Contract to
give such instructions.
(a) The MTO shall use reasonable endeavours to complete the transport and to deliver the Goods at the place designated
for Delivery.
(b) If at any time the performance of the Contract as evidenced by this MT Waybill is or will be affected by any
hindrance, risk, delay, difficulty or disadvantage of whatsoever kind, and if by virtue of sub-clause 9 (a) the MTO has
no duty to complete the performance of the Contract, the MTO (whether or not the transport is commenced) may elect
to
(i) treat the performance of this Contract as terminated and place the Goods at the Merchant's disposal at
any place which the MTO shall deem safe and convenient; or
(ii) deliver the Goods at the place designated for Delivery.
(c) If the Goods are not taken Delivery of by the Merchant within a reasonable time after the MTO has called upon him
to take Delivery, the MTO shall be at liberty to put the Goods in safe custody on behalf of the Merchant at the latter's
risk and expense.
(d) In any event the MTO shall be entitled to full freight for Goods received for transportation and additional
III. LIABILITY OF THE MTO
10. Basis of Liability
(a) The responsibility of the MTO for the Goods under this Contract covers the period from the time the MTO has taken
the Goods into his charge to the time of their Delivery.
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(b) Subject to the defences set forth in Clauses 11 and 12, the MTO shall be liable for loss of or damage to the Goods,
as well as for delay in Delivery, if the occurrence which caused the loss, damage or delay in Delivery took place while
the Goods were in his charge as defined in sub-clause 10 (a), unless the MTO proves that no fault or neglect of his own,
his servants or agents or any other person referred to in sub-clause 10 (c) has caused or contributed to the loss, damage
or delay in Delivery. However, the MTO shall only be liable for loss following from delay in Delivery if the Consignor
has made a written declaration of interest in timely Delivery which has been accepted in writing by the MTO.
(c) The MTO shall be responsible for the acts and omissions of his servants or agents, when any such servant or agent is
acting within the scope of his employment, or of any other person of whose services he makes use for the performance
of the Contract, as if such acts and omissions were his own.
(d) Delay in Delivery occurs when the Goods have not been delivered within the time expressly agreed upon or, in the
absence of such agreement, within the time which it would be reasonable to require of a diligent MTO, having regard to
the circumstances of the case.
(e) If the Goods have not been delivered within ninety (90) consecutive days following the date of Delivery determined
according to Clause 10 (d) above, the claimant may, in the absence of evidence to the contrary, treat the Goods as lost.
11. Defences for Carriage by Sea or Inland Waterways
Notwithstanding the provisions of Clause 10 (b), the MTO shall not be responsible for loss, damage or delay in
Delivery with respect to Goods carried by sea or inland waterways when such loss, damage or delay during such
carriage results from:
(i) act, neglect or default of the master, mariner, pilot or the servants of the Carrier in the navigation or in
the management of the vessel;
(ii) fire, unless caused by the actual fault or privity of the Carrier;
(iii) the causes listed in the Hague-Visby Rules article 4.2 (c) to (p);
however, always provided that whenever loss or damage has resulted from unseaworthiness of the vessel, the MTO can
prove that due diligence has been exercised to make the vessel seaworthy at the commencement of the voyage.
12. Limitation of Liability
(a) Unless the nature and value of the Goods have been declared by the Consignor before the Goods have been taken in
charge by the MTO and inserted in the MT Waybill, the MTO shall in no event be or become liable for any loss of or
damage to the Goods in an amount exceeding:
(i) when the Carriage of Goods by Sea Act of the United States of America, 1936 (US COGSA) applies
USD 500 per package or customary freight unit; or
(ii) when any other law applies, the equivalent of 666.67 SDR per package or unit or two SDR per
kilogramme of gross weight of the Goods lost or damaged, whichever is the higher.
(b) Where a container, pallet, or similar article of transport is loaded with more than one package or unit, the packages
or other shipping units enumerated in the MT Waybill as packed in such article of transport are deemed packages or
shipping units. Except as aforesaid, such article of transport shall be considered the package or unit.
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(c) Notwithstanding the above-mentioned provisions, if the Multimodal Transport does not, according to the Contract,
include carriage of Goods by sea or by inland waterways, the liability of the MTO shall be limited to an amount not
exceeding 8.33 SDR per kilogramme of gross weight of the Goods lost or damaged.
(d) In any case, when the loss of or damage to the Goods occurred during one particular stage of the Multimodal
Transport, in respect of which an applicable international convention or mandatory national law would have provided
another limit of liability if a separate contract of carriage had been made for that particular stage of transport, then the
limit of the MTO's liability for such loss or damage shall be determined by reference to the provisions of such
convention or mandatory national law.
(e) If the MTO is liable in respect of loss following from delay in Delivery, or consequential loss or damage other than
loss of or damage to the Goods, the liability of the MTO shall be limited to an amount not exceeding the equivalent of
the freight under the Multimodal Transport Contract for the Multimodal Transport.
(f) The aggregate liability of the MTO shall not exceed the limits of liability for total loss of the Goods.
(g) The MTO is not entitled to the benefit of the limitation of liability if it is proved that the loss, damage or delay in
Delivery resulted from a personal act or omission of the MTO done with the intent to cause such loss, damage or delay,
or recklessly and with knowledge that such loss, damage or delay would probably result.
13. Assessment of Compensation
(a) Assessment of compensation for loss of or damage to the Goods shall be made by reference to the value of such
Goods at the place and time they are delivered to the Consignee or at the place and time when, in accordance with the
Multimodal Transport Contract, they should have been so delivered.
(b) The value of the Goods shall be determined according to the current commodity exchange price or, if there is no
such price, according to the current market price or, if there is no commodity exchange price or current market price, by
reference to the normal value of Goods of the same kind and quality.
14. Notice of Loss of or Damage to the Goods
(a) Unless notice of loss of or damage to the Goods, specifying the general nature of such loss or damage, is given in
writing by the Consignee to the MTO when the Goods are handed over to the Consignee, such handing over is prima
facie evidence of the Delivery by the MTO of the Goods as described in the MT Waybill.
(b) Where the loss or damage is not apparent, the same prima facie effect shall apply if notice in writing is not given
within six consecutive days after the day when the Goods were handed over to the Consignee.
15. Defences and Limits for the MTO, Servants, etc.
(a) The provisions of this Contract apply to all claims against the MTO relating to the performance of the Multimodal
Transport Contract, whether the claim be founded in contract or in tort.
(b) The Merchant undertakes that no claim shall be made against any servant, agent or other persons whose services the
MTO has used in order to perform the Multimodal Transport Contract and if any claim should nevertheless be made, to
indemnify the MTO against all consequences thereof.
(c) However, the provisions of this Contract apply whenever claims relating to the performance of the Multimodal
Transport Contract are made against any servant, agent or other person whose services the MTO has used in order to
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perform the Multimodal Transport Contract, whether such claims are founded in contract or in tort. In entering into this
Contract, the MTO, to the extent of such provisions, does so not only on his own behalf but also as agent or trustee for
such persons. The aggregate liability of the MTO and such persons shall not exceed the limits in Clause 12.
16. MTO's Responsibility
The information in the MT Waybill shall be prima facie evidence of the taking in charge by the MTO of the Goods as
described by such information unless a contrary indication, such as "shipper's weight, load and count", "shipper-packed
container" or similar expressions, have been made in the printed text or superimposed on the document. As between the
Carrier and the Consignee the information in the MT Waybill shall be conclusive evidence of receipt of the Goods as so
stated and proof to the contrary shall not be permitted provided always that the Consignee has acted in good faith.
17. Consignor's Responsibility
(a) The Consignor shall be deemed to have guaranteed to the MTO the accuracy, at the time the Goods were taken in
charge by the MTO, of all particulars relating to the general nature of the Goods, their marks, number, weight, volume
and quantity and, if applicable, to the dangerous character of the Goods as furnished by him or on his behalf for
insertion in the MT Waybill.
(b) The Consignor shall indemnify the MTO for any loss or expense caused by inaccuracies in or inadequacies of the
particulars referred to above.
(c) The right of the MTO to such indemnity shall in no way limit his liability under the Multimodal Transport Contract
to any person other than the Consignor.
(d) The Consignor shall remain liable even if the Goods have been delivered.
18. Return of Containers
(a) Containers, pallets or similar articles of transport supplied by or on behalf of the MTO shall be returned to the MTO
in the same order and condition as when handed over to the Merchant, normal wear and tear excepted, with interiors
clean and within the time prescribed in the MTO's tariff or elsewhere.
(b)
(i) The Consignor shall be liable for any loss of, damage to, or delay, including demurrage, of such
articles, incurred during the period between handing over to the Consignor and return to the MTO for
carriage.
(ii) The Consignor and the Consignee shall be jointly and severally liable for any loss of, damage to, or
delay, including demurrage, of such articles, incurred during the period between handing over to the
Consignee and return to the MTO.
19. Dangerous Goods
(a) The Consignor shall comply with all internationally recognised requirements and all rules which apply according to
national law or by reason of international convention, relating to the carriage of Goods of a dangerous nature, and shall
in any event inform the MTO in writing of the exact nature of the danger before Goods of a dangerous nature are taken
in charge by the MTO and indicate to him, if need be, the precautions to be taken.
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(b) If the Consignor fails to provide such information and the MTO is unaware of the dangerous nature of the Goods
and the necessary precautions to be taken and if, at any time, they are deemed to be a hazard to life or property, they
may at any place be unloaded, destroyed or rendered harmless, as circumstances may require, without compensation and
the Consignor shall be liable for all loss, damage, delay or expenses arising out of their being taken in charge, or their
The burden of proving that the MTO knew the exact nature of the danger constituted by the carriage of the said Goods
shall rest upon the Claimant.
(c) If any Goods shipped with the knowledge of the MTO as to their dangerous nature shall become a danger to the
vessel or cargo, they may in like manner be landed at any place or destroyed or rendered innocuous by the MTO
without liability on the part of the MTO except to General Average, if any.
(a) If a container has not been filled, packed or stowed by the MTO, the MTO shall not be liable for any loss of or
damage to its contents and the Consignor shall indemnify any loss or expense incurred by the MTO if such loss, damage
or expense has been caused by:
(i) negligent filling, packing or stowing of the container;
(ii) the contents being unsuitable for carriage in container; or
(iii) the unsuitability or defective condition of the container unless the container has been supplied by the
MTO and the unsuitability or defective condition would not have been apparent upon reasonable
inspection at or prior to the time when the container was filled, packed or stowed.
(b) The provisions of sub-clause (a) of this Clause also apply with respect to trailers, transportable tanks, flats and
pallets which have not been filled, packed or stowed by the MTO.
(c) The MTO does not accept liability for damage due to the unsuitability or defective condition of reefer equipment or
trailers supplied by the Merchant.
V. FREIGHT AND LIEN
21. Freight
(a) Freight shall be deemed earned when the Goods have been taken into charge by the MTO and shall be paid in any
event.
(b) The Merchant's attention is drawn to the stipulations concerning currency in which the freight and charges are to be
conditions. If no such stipulation as to devaluation exists or is applicable the following provision shall apply:
immediately changed in proportion to the extent of the devaluation or revaluation of the said currency. When the MTO
has consented to payment in other currency than the above mentioned currency, then all freight and charges
shall--subject to the preceding paragraph--be paid at the highest selling rate of exchange for banker's sight draft current
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on the day when such freight and charges are paid. If the banks are closed on the day when the freight is paid the rate to
be used will be the one in force on the last day the banks were open.
(c) For the purpose of verifying the freight basis, the MTO reserves the right to have the contents of containers, trailers
or similar articles of transport inspected in order to ascertain the weight, measurement, value, or nature of the Goods. If
difference between the correct freight and the freight charges or to double the correct freight less the freight charges,
whichever sum is the smaller, shall be payable as liquidated damages to the MTO notwithstanding any other sum
having been stated on this MT Waybill as the freight payable.
(d) All dues, taxes and charges levied on the Goods and other expenses in connection therewith shall be paid by the
Merchant.
22. Lien
The MTO shall have a lien on the Goods for any amount due under this Contract and for the costs of recovering the
same, and may enforce such lien in any reasonable manner, including sale or disposal of the Goods.
23. General Average
(a) General Average shall be adjusted at any port or place at the MTO's option, and to be settled according to the
York-Antwerp Rules 1994, or any modification thereof, this covering all Goods, whether carried on or under deck. The
New Jason Clause as approved by BIMCO to be considered as incorporated herein.
(b) Such security including a cash deposit as the MTO may deem sufficient to cover the estimated contribution of the
Goods and any salvage and special charges thereon, shall, if required, be submitted to the MTO prior to Delivery of the
Goods.
The Both-to-Blame Collision Clause as adopted by BIMCO shall be considered incorporated herein.
25. U.S. Trade
In case the Contract evidenced by this MT Waybill of Lading is subject to U.S. COGSA, then the provisions stated in
said Act shall govern before loading and after discharge and throughout the entire time the Goods are in the Carrier's
custody.
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91 of 129 DOCUMENTS

FORM No. 24-31 WORLDFOODRECEIPT 99n*
World Food Programme Non-Negotiable Cargo Receipt
One side of the receipt appears in a box layout which is illustrated on the following page. The other side
has been reprinted to permit presentation in a readable format designed to facilitate research.
(1) This document serves as a Cargo Receipt as per Clause 20 of the "Worldfood 99" Voyage Charter Party dated as
indicated on the front page of this Cargo Receipt. All the terms, conditions, liberties, clauses and exceptions of the said
"Worldfood 99" Voyage Charter Party, including the Law and Arbitration Clause, shall be deemed to be incorporated in
this Cargo Receipt and shall govern the transportation of the cargo described on the front page of this Cargo Receipt. In
addition, the provisions set out below shall apply to this Cargo Receipt.
(2) Paramount Clause.
(a) This Cargo Receipt is a non-negotiable document. It is not a Bill of Lading and no Bill of Lading will be issued.
However, it is agreed that the International Convention for the Unification of Certain Rules of Law relating to Bills of
Lading signed at Brussels on 24 August 1924 ("the Hague Rules") as amended by the Protocol signed at Brussels on 23
February 1968 ("the Hague-Visby Rules") and as enacted in the country of shipment shall apply to this Contract. When
the Hague-Visby Rules are not enacted in the country of shipment, the corresponding legislation of the country of
destination shall apply, irrespective of whether such legislation may only regulate outbound shipments.
(b) When there is no enactment of the Hague-Visby Rules in either the country of shipment or in the country of
Page 564
destination, the Hague-Visby Rules shall apply to this Contract save where the Hague Rules as enacted in the country of
shipment or, if no such enactment is in place, the Hague Rules as enacted in the country of destination apply
compulsorily to this Contract.
(c) The Protocol signed at Brussels on 21 December 1979 ("the SDR Protocol 1979") shall apply where the
Hague-Visby Rules apply, whether mandatorily or by this Contract.
(d) The Carrier shall in no case be responsible for loss of or damage to cargo arising prior to loading, after discharging,
or while the cargo is in the charge of another carrier, or with respect to deck cargo and live animals.
(e) It is agreed that whenever the Hague Rules and the Hague-Visby Rules or statutes incorporating same use the words
"Bill of Lading" they shall be read and interpreted as meaning "Cargo Receipt."
General Average shall be adjusted, stated and settled according to York-Antwerp Rules 1994 or any modification
thereof at the place agreed in the said "Worldfood 99" Voyage Charter Party.
neglect or error of the Master, Pilot or Crew.
If the adjustment of General Average or the liability for any collision in which the vessel is involved while performing
the carriage under the terms of the "Worldfood 99" Voyage Charter Party, as dated overleaf, which govern the
transportation of the cargo described on the front page of this Cargo Receipt fails to be determined in accordance with
the law and practice of the United States of America, the following clauses shall apply:
New Jason Clause.
responsible, by Statute, contract or otherwise, the cargo, shippers, consignees or owners of the cargo shall contribute
with the Carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that
may be made or incurred and shall pay salvage and special charges incurred in respect of the cargo. If a salving vessel is
owned or operated by the Carrier, salvage shall be paid for as fully as if the said salving vessel or vessels belonged to
strangers. Such deposit as the Carrier, or his agent, may deem sufficient to cover the estimated contribution of the cargo
and any salvage and special charges thereon shall, if required, be made by the cargo, shippers, consignees or owners of
the cargo to the Carrier before delivery.
Both-to-Blame Collision Clause.
neglect or default of the Master, Mariner, Pilot or the Servants of the Carrier in the navigation or in the management of
the Vessel, the owners of the cargo carried hereunder will indemnify the Carrier against all loss or liability to the other
or non-carrying vessel or her owners in so far as such loss or liability represents loss of, or damage to, or any claim
whatsoever of the owners of the said cargo, paid or payable by the other or non-carrying vessel or her owners to the
owners of the said cargo and set-off. recouped or recovered by the other or non-carrying vessel or her owners as part of
their claim against the carrying vessel or the Carrier. The foregoing provisions shall also apply where the owners,
operators or those in charge of any vessel or vessels or objects other than, or in addition to, the colliding vessels or
Page 565
objects are at fault in respect of a collision or contact.

destination, etc., see overleaf.
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92 of 129 DOCUMENTS

FORM No. 24-32 WORLDFOODWAYBILLn1
1989
1. Definition. (a) Wherever the term "Merchant" is used in this Liner Waybill, it shall mean U.N./F.A.O. World Food
Programme.
(b) Whenever the term "Carrier" is used in this Liner Waybill it shall mean the Owner of the vessel named herein
and/or the Liner Operator.
2. Carrier's Undertaking. The Carrier undertakes to transport the cargo shipped under this Liner Waybill from port of
loading to the port of discharge in accordance with the terms of this Liner Waybill, The Carrier shall be responsible in
accordance with the terms of this Liner Waybill for the acts or omissions of any person including but not limited to
sub-contractors of whose services the Carrier makes use in order to perform such carriage.
3. Paramount Clause. This Liner Waybill is a contract of carriage and a non-negotiable receipt. It is not a Bill of
Lading and no Bill of Lading will be issued. However it is agreed that:
(a) Unless the Hague Rules apply pursuant to sub-paragraph (b) hereof, the Hague-Visby Rules contained in the
International Convention for the Unification of Certain Rules relating to Bills of Lading dated Brussels 1924 as
amended by the Protocol signed at Brussels on 23rd February 1968 are to govern the contract for the carriage of goods
whether on deck or under deck contained in or evidenced by this Liner Waybill as if the Liner Waybill were a Bill of
Page 567
Lading. It is agreed that whenever the Brussels Convention and the Brussels Protocol or any statute incorporating the
same uses the words "Bill(s) of Lading" such words shall be read and interpreted as meaning "Liner Waybill(s)";
(b) Subject to sub-paragraph (c) hereof in circumstances where the Hague-Visby Rules as implemented in
sub-paragraph (a) are not applicable, the Hague Rules contained in the International Convention for the Unification of
Certain Rules relating to Bills of Lading dated Brussels 25th August 1924 as enacted in the country of shipment shall
apply to the contract of carriage of cargo whether on deck or under deck contained in this Liner Waybill as if the Liner
Waybill were a Bill of Lading. When no such legislation is in force in the country of shipment the corresponding
legislation of the country of destination shall apply and when no such enactment is in force in the country of destination
the terms fo the said Convention shall apply. It is agreed that wherever the Brussels Convention or any statute
incorporating the same uses the words"Bill(s) of Lading" such words shall be read and interpreted as meaning "Liner
Waybill(s)"
(c) Carriage to or from the U.S.A. The carriage of cargo whether on deck or under deck to or from the United States of
America shall be subject to the Hague-Visby Rules as implemented in sub-paragraph (a) hereof but to the extent that the
Hague-Visby Rules as implemented in sub-paragraph (a) hereof are not applicable such as carriage shall be subject to
the Carriage of Goods by Sea Act 1936 of the United States as if this Liner Waybill were a Bill of Lading in which case
such Act shall be deemed to be incorporated herein. It is agreed that whenever the Carriage of Goods by Sea Act of the
United States (whichever is applicable) shall govern before the goods are loaded on and after they are discharged from
the vessel and throughout the entire time the goods are in the custody of the Carrier, their servants or agents or
independent contractors including but not limited to the Master, Officers and crew of the vessel, all employees and
representatives, all terminal operators, warehousemen, stevedores, watchmen and all other sub-contractors and
independent contractors of the Carrier whatsoever.
4. Law and Arbitration. This Liner Waybill shall be governed by English law and any dispute arising out of it shall be
referred to arbitration in London in accordance with the provisions of the Arbitration Acts 1950-1979 and any statutory
amendment or re-enactment from time to time in force. One arbitrator to be nominated by the Merchant and the other by
the Carrier and/or Liner Operator as the case may be and in case the arbitrators shall not agree then to the decision of an
umpire to be appointed by the two arbitrators nominated by the parties, the award of the arbitrators or the umpire to be
final and binding upon both parties. If one party fails to appoint an arbitrator for fourteen clear days after the other
party, having appointed his arbitrators, has served the party making default with notice to make the appointment, the
party who has appointed an arbitrator may appoint that arbitrator to act as sole arbitrator in the reference and his award
shall be binding on both parties as if he had been appointed by consent.
Any claim must be made in writing and claimant's arbitrator appointed within twelve months of final discharge and
where this provision is not complied with the claim shall be deemed to be waived and absolutely barred.
5. Period of Responsibility. Subject to Clause 3 hereof, the Carrier or his Agent shall not be liable for loss of or
damage to the goods during the period before loading and after discharge from the vessel, howsoever such loss or
damage arises.
7. Substitution of Vessel, Transhipment and Forwarding. Provided expressly arranged beforehand or mutually
agreed, the Carrier shall be at liberty to carry the goods to their port of destination by the said or other vessel or vessels
either belonging to the Carrier or others, or by other means of transport, proceeding either directly or indirectly to such
port and to carry the goods or part of them beyond their port of destination, and to tranship, land and store the goods
either on shore or afloat and reship and forward the same at Carrier's expense and subject to the terms of this Liner
Page 568
Waybill.
Landing, storing and delivery shall be for the Merchant's account unless performed for the Carrier's convenience or
otherwise agreed.
and--but only if mutually agreed between the Merchant and the Carrier--also outside ordinary working hours
notwithstanding any custom of the port. Otherwise the Carrier shall be relieved of any obligation to lead such cargo and
the vessel may leave the port without further notice and deadfreight is to be paid.
deliver and--but only if mutually agreed between the Merchant and the Carrier--also outside ordinary working hours
notwithstanding any custom of the port. Otherwise the Carrier shall be at liberty to discharge the goods and any
discharge to be deemed a true fulfilment of the contract, or alternatively to act under Clause 14.
fulfilled. Any option can be exercised for the total quantity under this Liner Waybill only.
(b) The Merchant shall be liable for the cost of fumigating, gathering, sorting and weighing on board of loose cargo
and of repairing and/or replacing packing if caused by excepted perils unless such costs or a proportion thereof are
recoverable in general average.
(c) Any dues, duties, taxes and charges which under any denomination may be levied on freight or cargo shall be paid
by the Merchant.
non-observance by the Merchant of Custom House and/or import or export regulations.
claim the amount of freight which whould have been due if such declaration had been correctly given. For the purpose
of ascertaining the actual facts, the Carrier reserves the right to obtain from the Merchant the original invoice and to
have the contents inspected and the weight, measurement or value verified.
12. General Average. General Average shall be adjusted, stated and settled according to York-Antwerp Rules 1974 or
any modification thereof at any port or place at Carrier's option.
Page 569
13. New Jason Clause and Both-to-Blame Collision Clause. If the adjustment of General Average or the liability for
any collision in which the vessel is involved while performing the carriage under the terms of this Liner Waybill, which
govern the transportation of the cargo described on the front page of this Liner Waybill, falls to be determined in
accordance with the law and practice of the United States of America, the following clauses shall apply:
cargo.
Both-to-Blame Collision Clause. If the vessel comes into collision with another vessel as a result of the negligence of
navigation or in the management of the vessel, the owners of the cargo carried hereunder will indemnify the Carrier
non-carrying vessel or her owners as part of their claim against the carrying vessel or the Carrier. The foregoing
provisions shall also apply where the owners, operators or those in charge of any vessel or vessels or objects other than,
or in addition to, the colliding vessels or objects are at fault in respect of a collision or contact.
14. Government Directions, War, Epidemics, Ice, Strikes, etc. (a) The Master and the Carrier shall have liberty to
cargo at port of loading or any other safe and convenient port to be agreed between the Carrier and the Merchant.
loading or reaching or entering the port of discharge or there discharging in the usual manner and leaving again, all of
which safely and without delay, the Master may discharge the cargo at port of loading or any other safe and convenient
port to be agreed between the Carrier and the Merchant.
(d) The discharge under the provisions of this clause of any cargo for which a Liner Waybill has been issued shall be
Page 570
without delay reach or enter the loading port or must undergo repairs, the Carrier may cancel the contract before the
Liner Waybill is issued.
(f) The Merchant shall be informed as soon as possible.
in any circumstances whatsoever be under any liability whatsoever to the Merchant for any loss, damage or delay
available and shall extend to protect every such servant or agent of the Carrier acting as provisions of this clause the
Carrier is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or
might be his servants or agents from time to time (including independent contractors as aforesaid) and all such persons
shall to this extent be or be deemed to be parties to the contract evidenced by this Liner Waybill.
The Carrier shall be entitled to be paid by the Merchant on demand any sum recoverable by the Merchant or any other
from such servant or agent of the Carrier for any such loss, damage or delay or otherwise.
(c) Notwithstanding the fact that the goods are being carried on deck, the goods shall contribute to general average and
17. Title to Cargo Clause. It is mutually accepted and agreed that the Merchant has full rights to claim and receive
substantial and not merely nominal damages for any damage to and/or loss of cargo carried under this Liner Waybill
and for any losses or liabilities incurred by the Merchant arising in connection with such carriage.
Legal Topics:
FOOTNOTES:
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93 of 129 DOCUMENTS

FORM No. 24-33 BALTIMORE FORM C
BERTH TERM GRAIN BILL OF LADING
SHIPPED, in apparent good order and condition, by on board the good steamship or motor vessel, called the now lying
in the port of ___________________________________ and bound for ______________________
via: ______________________
Being marked and numbered as herein, and to be delivered in like good order and condition at the aforesaid Port of
___________________________________ (the dangers of the Seas only excepted), unto
___________________________________
or to his or their Assigns, he or they paying freight for the said goods at the rate of ______________________
QUANTITY, DESCRIPTION AND STOWAGE
ALL TERMS, CONDITIONS AND EXCEPTIONS AS PER CHARTER PARTY DATED ______________________
AND ANY ADDENDA THERETO TO BE CONSIDERED AS INCORPORATED HEREIN AS IF FULLY

WRITTEN, ANYTHING TO THE CONTRARY CONTAINED IN THIS BILL OF LADING NOTWITHSTANDING.
1. This Bill of Lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United
States approved April 16, 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be
deemed a surrender by the carrier of any of its rights of immunities or an increase of any of its responsibilities or
liabilities under said Act. If any term of the Bill of Lading be repugnant to said Act to any extent, such term shall be
void to that extent but no further.
Page 572
2. Each Bill of Lading covering the hold or holds enumerated herein to bear its proportion of shortage and/or damage if
any incurred.
3. Shipper's weight, quantity and quality unknown.
4. It is also mutually agreed that the Carrier shall not be liable for loss or damage occasioned by causes beyond his
control, by the perils of the seas or other waters, by fire from any cause wheresoever occurring, by barratry of the
master or crew, by enemies, pirates or robbers by arrests and restraint of Princes, rulers or people, by explosion,
bursting of boilers, breakage of shafts or any latent defect in hull, machinery or appurtenance, by collisions, stranding or
other accidens of navigation of whatsoever kind (even when occasioned by the negligence, default or error in judgment
of the pilot, master, mariners, or other servants of the ship owner, not resulting, however, in any case, from want of due
diligence by the owners of the ship or any of them, or by the Ship's Husband or Manager.
5. General Average shall be payable according to the York/Antwerp Rules, 1974 Average Bond with values declared
therein to be signed, also sufficient security to be given as required by Master or Agents. If the owner shall have
exercised due diligence to make the Steamer in all respects seaworthy and to have her properly manned, equipped and
supplied, it is hereby agreed that in case of danger, damage or disaster, resulting from faults or errors in navigation, or
in the management of the steamer, or from any latent defect in the steamer, her machinery or appurtenances, or from
unseaworthiness, whether existing at the time of shipment or at the beginning of the voyage (provided the latent defect
or the unseaworthiness was not discoverable by the exercise of due diligence), the consignees or owners of the cargo
shall, nevertheless pay salvage, and any special charges incurred in respect of the cargo, and shall contribute with the
shipowner in General Average to the payment of any sacrifices, losses or expenses of a General Average nature that
may be made or incurred for the common benefit or to relieve the adventure from any common peril, all with the same
force a effect, and to the same extent, as if such danger, damage or disaster had not resulted from, or been occasioned by
faults or errors in navigation or in the management of the vessel, or any latent defect or unseaworthiness.
In Witness Whereof, the Master or Agent of said vessel hath affirmed to .....Bills of Lading, all of this tenor and date;
one of which being accomplished, the others to stand void.
6. New Jason Clause: Where the adjustment is made in accordance with the law and practice of the United States of
America, the following clause shall apply: - "In the event of accident, danger, damage or disaster before or after the
commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for
the consequence of which, the carrier is not responsible, by statute, contract or otherwise, the goods, shippers,
consignees or owners of the goods shall contribute with the carrier in general average to the payment of any sacrifices,
losses or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges
incurred in respect of the goods.
"If a salving ship is owned or operated by the carrier, salvage shall be paid or for as fully as if the said salving ship or
ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated
contribution of the goods and any salvage and special charges thereon shall, if required, be made by the goods, shippers,
consignees or owners of the goods to the carrier before delivery."
7. New Both to Blame Collision Clause: If the ship comes into collision with another ship as a result of the negligence
of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the Carrier in the
navigation or in the management of the ship, the owners of the goods carried hereunder will indemnify the carrier
against all loss or liability to the other or non-carrying ship or her owners insofar as such loss or liability represent loss
of, or damage to, or any claim whatsoever of the owners of the said goods, paid or payable by the other or non-carrying
ship or her owners to the owners of the said goods and set off, recouped or recovered by the other or non-carrying ship
or her owners as part of their claim against the carrying ship or Carrier. The foregoing provisions shall also apply where
Page 573
the Owners, Operators, or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships
or objects are at fault in respect to a collision or contact.
8. If discharged in the United Kingdom cargo to be received at destination at the average rate of 1000 tons per weather
working day, Sundays and Holidays excepted, or for Cereals, and at the average rate of 750 tons per weather working
day, Sunday and Holidays excepted, or for Flour, but receivers of the cargo are in no case obligated to take delivery at
night without their consent. Time counting from notice of readiness whether in berth or not.
If vessel discharges on the Continent, conditions as per charter party or addendum, if any, to apply.
9. Charterers to have the liberty of ordering vessel to discharge at a second wharf or berth if required, cost of shifting
including bunker coal used to be or for charterers account and time occupied in shifting to count.
10. All terms, conditions and provisions of the Strike, Lighterage Clause No. 26 and Arbitration Clause of the
"Centrocon" charter-party to apply.
11. Vessel to have the privilege of coaling en route or for this and subsequent voyage.
WAR RISKS CLAUSE
1. "No Bills of Lading to be signed or for any blockaded port and if the port of discharge be declared blockaded after
Bills of Lading have been signed, or if the port to which the ship has been ordered to discharge either on signing Bills of
Lading or thereafter be one to which the ship is or shall be prohibited from going by the Government of the Nation
under whose flag the ship sails or by any other Government, the owner shall discharge the cargo at any other port
covered by this Charter Party as ordered by the Charterers (provided such other port is not a blockaded or prohibited
port as above mentioned) and shall be entitled to freight as if the ship had discharged at the port or ports of discharge to
which she was originally ordered."
2. "The Ship shall have liberty to comply with any orders or directions as to departure, arrival, routes, ports of call,
stoppages, destination, delivery or otherwise howsoever given by the Government of the Nation under whose flag the
vessel sails or any department thereof, or by any committee or person having, under the terms of the War Risks
Insurance on the ship the right to give such orders or directions and if by reason of and in compliance with any such
orders or directions anything is done or is not done the same shall not be deemed a deviation, and delivery in
accordance with such orders or directions shall be a fulfillment of the contract voyage and the freight shall be payable
accordingly."
P & I BUNKERING CLAUSE
"The vessel in addition to all other liberties shall have liberty as part of the contract voyage and at any stage thereof to
proceed to any port or ports whatsoever whether such ports are on or off the direct and/or customary route or routes to
the ports of loading or discharge named in the Charter and there take oil bunkers in any quantity in the discretion of
owners even to the full capacity of fuel tanks, deep tanks and any other compartment in which oil can be carried
whether such amount is or is not required or for the charter voyage."
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94 of 129 DOCUMENTS

FORM No. 24-34 FUELCON
Standard Marine Fuels Purchasing Contract
(Issued 1995)
One side of the contract appears in a box layout which is illustrated on the following page. The other side
has been reprinted to permit presentation in a readable format designed to facilitate research.
Part II Terms and Conditions
It is agreed on the date shown in Box 1 between the party named in Box 3 (defined hereunder as "the Sellers") and the
party named in Box 4 (defined hereunder as "the Buyers"), that the Sellers shall sell and deliver to the Vessel named in
Box 2 and the Buyers shall purchase the Marine Fuels (as defined hereunder) on the following terms and conditions:
Marginal headings used hereinafter are for identification purposes only and shall not be deemed to be part hereof or be
taken into consideration int he interpretation or construction of this Contract. Unless the Contract otherwise requires,
any words denoting the singular number shall include the plural and vice-versa.
1. Definitions. Throughout this Contract, save where the context otherwise requires, the following
definitions shall be applied:
"Marine Fuels" means products, derived from crude oil, delivered or to be delivered to
the Vessel.
Page 575
"Sellers" means the party contracting to sell and deliver Marine Fuels, and
"Buyers" means the party contracting to purchase, take delivery of and pay for the
Marine Fuels.
2. Grades/Quality.
(a) The Buyers shall have the sole responsibility for the nomination of the grades of
Marine Fuels suitable to the Vessel, and shall state the grades required in Box 5.
(b) The Sellers warrant that the Marine Fuels shall be of a homogeneous and stable
nature, shall comply with the grades nominated by the Buyers and be of satisfactory
quality. Unless otherwise agreed and stated in Box 7 the Marine Fuels shall in all other
respects comply with ISO Standard 8217: 1987 or any subsequent amendment thereof as
well as with the relevant provisions of MARPOL.
3. Quantities. The quantities of Marine Fuels nominated to be delivered are those state in Box 6.
4. Measurements.
(a) Subject to the provisions of Clauses 7 (d) and 10 hereunder the quantities of Marine
Fuels shall be determined from the official gauge or meter of the bunkering barge or tank
truck effecting delivery or of the shore-tank in case of delivery ex wharf.
(b) The Buyers and the Sellers shall both have the right to be present or represented when
such measurements are taken and shall be given sufficient information and facilities to
verify the volume delivered.
(c) The Marine Fuels to be delivered under this Contract shall be measured and
calculated in accordance with the ASTM-API-IP Petroleum Measurement Tables.
5. Sampling.
(a) The Sellers shall arrange for four (4) identical representative samples of each grade of
Marine Fuels to be drawn throughout the entire bunkering operation in the presence of
both the Sellers and the Buyers of their respective representatives.
(b) The samples shall be drawn at a point, to be mutually agreed between the Sellers and
the Buyers or their respective agents, closest to the Vessel's bunker manifold.
(c) The samples shall be drawn using a mutually accepted sampling device which shall be
constructed, secured and sealed in such a way so as to prevent the sampling device and
the samples being tampered with throughout the transfer period.
(d) The aforementioned samples shall be securely sealed and provided with labels
showing the Vessel's name, identify of delivery facility, product name, delivery date ad
place and seal number, authenticated with the Vessel's stamp and signed by the Sellers'
representative and the Master of the Vessel or his authorized representative.
(e) Two (2) samples shall be retained by the Sellers for ninety (90) days after delivery of
Page 576
the Marine Fuels to the Vessel or, on being requested in writing by the Buyers, for as long
as the Buyers require, and the other two (2) samples shall be retained by the Vessel.
6. Delivery.
(a) The Marine Fuels shall be delivered to the Vessel at the port or place stated in Box 8.
Subject to the custom of the port, delivery shall be made day and night, Sundays and
holidays included.
(b) The Vessel's estimated time of arrival shall be as stated in Box 9.
(c) The Buyers, or their agents at the port or place of delivery, shall give the Sellers', or
their representatives at the port or place of delivery, 72 and 48 hours approximate and
24-hours definite written notice of arrival ad the exact location and time at which
deliveries are required.
(d) The Marine Fuels shall be delivered:

[*(i)] at the Seller's terminal;
[*(ii)] by tank trucks;
[*(iii)] by bunkering barge with a minimum pumping capacity as stated in Box 11.
[*] (i), (ii) and (iii) are alternatives; state alternative agreed in Box 10.
(e) The Sellers shall:
(i) be in possession of all permits required to comply with all relevant regulations pertaining to delivery
of Marine Fuels at the port or place of delivery;
(ii) subject to local laws permitting, be responsible to make all connections and disconnections between
the delivery hose(s) and the Vessel's intake pipe and to ensure that the hose(s) are properly secured to the
Vessel's manifold prior to the commencement of delivery.
(f) The Buyers shall ensure that the Vessel is in possession of all certificates required to comply with all relevant
regulations pertaining to delivery of the Marine Fuels at the port or place of delivery and shall instruct the Master of the
Vessel to:
(i) advise the Sellers in writing, prior to delivery, of the maximum allowable pumping rate and pressure
and to agree on communication and emergency shut-down procedures;
(ii) notify the Sellers in writing prior to delivery, of any special conditions, difficulties peculiarities,
deficiencies or defects in respect of and particular to the Vessel which might adversely affect the delivery
of the Marine Fuels;
(iii) provide a free side to receive the Marine Fuels and to render all necessary assistance which may
reasonably be required to moor or unmoor the delivery vessel or to connect or disconnect the delivery
hose(s).
(g) If possible, the Vessel shall provide segregated tankage to receive the contracted quantity of Marine Fuels.
Page 577
7. Documentation.
(a) Before commencement of delivery the Sellers shall present for acknowledgment by the Master of the
vessel or his representative, a bunker requisition or similar document, duly signed by the Sellers or their
representative, which shall contain the quantities to be delivered and all information required in
accordance with IMO/ISO recommendations and specification, including, in particular, actual values for:
-viscosity
-density
-water content
-sulphur content
-flash point
-delivery temperature
-pour point
In addition, and if available, similar information shall be provided for vanadium and ash content.
(b) Once the delivery is completed the quantities measured, a receipt shall be signed and stamped by the Master of the
Vessel or his representative, and returned to the Sellers, or their representative, as acknowledgment of the delivery and a
duplicate copy shall contain the following minimum information which is warranted by the Sellers:
-delivered quantity in volume units
-density in kg/m at 15 degreesC
as per ISO 3675
-temperature
-flash point
-sulphur content in % m/m as per
ISO 8754
(c) It is understood that the Master, or his representative, shall sign and stamp the receipt referred in Clause 7(b) for the
actual volume and the actual delivery temperature only. Verification of the information provided under Clause 7(b) may
be obtained by analysis of the Vessel's retained sample
(d) In the event the Master is not satisfied with the Marine Fuels, sampling, quality, quantity or any other matter
concerning the Marine Fuels or their delivery, he shall make appropriate remarks in the receipt either detailing the
complaints or referring to a separate letter of protest to be issued and delivered immediately.
8. Price.
(a) The price of the Marine Fuels shall be in the amount expressed per unit and in the currency stated in
Box 12 for each grade of Marine Fuels delivered in to the Vessel's tanks free delivered/ex wharf as
applicable and stated in Box 12. The price shall be valid for the range of days stated in Box 13.
In the event the price is quoted in n volume units, conversion to standard volume shall be at 60 degrees
Fahrenheit or at 15 degrees Celsius.
Page 578
(b) Any and all additional charges, if applicable, shall be specified in the Sellers' quotation and in Box
12 and shall include but not be limited to:
(i) Wharfage charges, barging charges or other similar charges;
(ii) Mooring charges or port duties incurred by the Sellers which are for Buyers' account;
(ii) Duties, taxes, charges, freights or other costs in the country where delivery takes
place, for which the Sellers are accountable but which are for the Buyers' account.
9. Payment.
(a) Payment for the Marine Fuels shall be made by the Buyers within the number of days stated in Box
14 after the completion of delivery or ten (10) running days after the date of the Sellers' invoice,
whichever is the later.
In the event payment has been made in advance of delivery, same shall be adjusted on the basis of the
actual quantities of Marine Fuels agreed to have been delivered and additional payment/refund, as the
case may be, shall be made within the number of days stated in Box 14.
(b) Payment shall be made in full, without set-off, counterclaim, deduction and/or discount, free of bank
charges in the manner and at the place indicated in Box 15.
(c) Payment shall be deemed to have been made on the date the payment is credited to the counter of the
bank designated by the Sellers. If payment falls on a non-business day, then payment shall be made on or
before the business day nearest to the due date. If the preceding and succeeding business day are equally
near to the due date, then payment shall be made on or before the preceding business day.
(d) Any delay in payment shall entitle the Sellers to interest at the rate of 1% per month or any party
thereof.
10. Claims.
(a) Any dispute as to the quantity delivered must be noted at the time of delivery in the receipt or in the
letter of protest referred to in Clause 7(d) above. Any claim as to short delivery shall be presented by the
Buyers in writing within 15 days from the date of delivery, failing which any such claim shall be deemed
to be waived and absolutely barred.
(b)(i) Any claim as to the quality or description of the Marine Fuels must be notified in writing, as per
Clause 7(d) or promptly after the circumstances giving rise to such claim have been discovered. If the
Buyers do not notify the Sellers of any such claim within 30 days of the date of delivery, then those
circumstances shall be presumed not to have been caused by any deficiency in the quality or description
of the Marine Fuels supplied and any such claim shall be deemed to be waived and absolutely barred.
(ii) In such event the parties hereto shall have the quality of the Marine Fuels analyzed by a mutually
agreed, qualified and Independent laboratory. The Sellers shall provide the laboratory with one of the
samples retained by them as per Clause 5(e). If ISO grades have been specified the analysis shall be
established by test in accordance with ISO 8217; 1987 and ISO 4259 or any subsequent amendments
thereof. If accordance with standards corresponding to the aforementioned ISO standards. Unless
Page 579
otherwise agreed the expenses of the analysis shall be borne equally by the Sellers and the Buyers.
(c) In the event of any delay resulting from:
(i) the Buyer's failure to give proper notices and/or to comply with the notices given
pursuant to Clause 6(c) above and/or the Buyers' Vessel failing to receive Marine Fuels at
the pumping rate referred to in Clause 6(f)(i) above, or
(ii) the Sellers' failure to commence delivery of the Marine Fuels promptly in accordance
with the Buyers' required delivery time as notified pursuant to Clause 6(c) above and/or
the Sellers' failure to deliver the Marine Fuels in accordance with the minimum hourly
pumping rate referred in Clause 6 (d) (iii) above,
then the party suffering such delay shall be entitled to compensation from the other party for that delay,
at the agreed rates per day, or pro rata, stated in Box 16.
11. Risk/Title. Risk in the Marine Fuels shall pass to the Buyers once the Marine Fuels have passed the flange
connecting the Vessel's bunker manifold with the delivery facilities provided by the Sellers. Title to the Marine Fuels
shall pass to the Buyers upon payment for the value of the Marine Fuels delivered, pursuant to the terms of Clause 9
hereof. Until such payment has been made, the Sellers shall have a right of lien over the Marine Fuels delivered. In the
event that the Marine Fuels have been commingled with other bunkers on board the Vessel, the Sellers shall have the
right of lien to such part of the commingled bunkers as corresponds to the quantity of the Marine Fuels delivered.
12. Termination. Without prejudice to accrued rights hereunder, either party shall be entitled to terminate this Contract
in the event of:
(a) any application being made or any proceedings being commenced, or any order or judgement being
given by any court, for
(i) the liquidation, winding up, bankruptcy, insolvency, dissolution, administration or

re-organization or similar, or
(ii) the appointment of a receiver, liquidator, trustee, administrator, administrative

receiver or similar functionary of the other party or all or a substantial part of its assets
(otherwise than for the purpose of a reconstruction or amalgamation);
(b) the other party suspending payment, ceasing to carry on business or compounding or making any
special arrangement with its creditors;
(c) any act being done or event occurring which, under the applicable law hereof, has a substantially
similar effect to any of the said acts or events described above.
13. Indemnity.
(a) Without prejudice to any other claims arising hereunder or in connection herewith, if loss is suffered
or a liability is incurred by either party hereto as a direct result of compliance with directions given by
the other party hereto, during or for the purposes of the parties' obligations hereunder, then the injured
party is to be indemnified by the other in respect of such loss or liability.
(b) Where claims arise under Clause 10(c) and Clause 13, compensation payable in accordance with
Page 580
Clause 10(c) shall be taken into account in assessing sums payable under sub-clause (a) above.
14. Force Majeure. Neither party shall be responsible for any loss, damage, delay or failure in performance under this
Contract resulting from an act of God, or the port of delivery being affected by war, civil commotion, riot, quarantine,
strikes, stoppages, lock-outs, arrests, restraints or detainments of kings, princes, rulers and people or any other event
whatsoever arising after agreeing the Contract which cannot be avoided or guarded against by the exercise of due
diligence, or the consequences of which, as may affect the performance of this Contract, cannot be avoided or guarded
against by the exercise of due diligence.
15. Safety and the Environment.
(a) In the event of any spillage (which for the purpose of this Clause shall mean any leakage, escape,
spillage or overflow of the Marine Fuels) causing or likely to cause pollution occurring at any stage of
the bunkering operation, the Buyers and the Sellers shall jointly, and regardless as to whether the Buyers
and the Sellers are responsible, immediately take such actions as are necessary to effect clean up and
which shall always be conducted in accordance with such local laws and regulations which may
compulsorily apply.
(b) Where it is a compulsory requirement of the Law of the port or place of delivery of the Marine Fuels
that the Sellers shall have in place their own oil spill contingency plans, the Sellers shall ensure that valid
oil spill contingency plans approved by the relevant authorities are in effect to the extent that is so
required.
(c) The Sellers hereby guarantee payment of and/or agree to indemnify and hold the Buyers harmless for
any claims, losses, damages, expenses, penalties or other liabilities incurred by the Buyers under the
United States Oil Pollution Act of 1990, or other pollution legislation of any state of the United States of
America or any other country or jurisdiction, as a result of any spillage occurring whist the Marine Fuels
are being transported directly or indirectly to or from the Buyers' Vessel's manifold save to the extent
that such spillage is caused by any fault on the part of the Buyers. The Buyers shall similarly indemnify
the Sellers where any such spillage occurs once risk in the Marine Fuels has passed to the Buyers save to
the extent that such spillage is caused by any fault on the part of the Sellers.
(d) The Sellers shall use their best endeavors to ensure that the barge company is insured for oil spill
damages up to the minimum amount per incident required by statutory rules or regulations. If such
coverage or insurance is not obtained by the barge company it shall be the sole responsibility of the
Sellers to establish such coverage for their account. Proof and conditions of such coverage, whether
established by the barge company or by the Sellers shall be made available to the Buyers at their request,
as soon as practically possible.
(e) The Buyers hereby advise the Sellers that they enforce a company drug and alcohol policy aboard
their ships, whereby the Sellers' personnel must not be intoxicated at any time on board. It is understood
and agreed that the selling, possession, distribution, use or being under the influence of any controlled
substance or dangerous drugs other than those prescribed is an offence.
16. Law and Arbitration.
[*(a)] This Contract shall be governed by and construed in accordance with English law and any dispute
arising out of this Contract shall be referred to arbitration in London in accordance with the Arbitration
Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force.
Unless the parties agree upon a sole arbitrator, one arbitrator shall be appointed by each party and the
Page 581
arbitrators so appointed shall appoint a third arbitrator, the decision of the three-man tribunal thus
constituted or any two of them, shall be final. On the receipt by on e 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 be final.
For disputes where the total amount claimed by either party does not exceed the amount stated in Box
18[**], the arbitration shall be conducted in accordance with the Small Claims Procedure of the London
Maritime Arbitrators Association.
[*(b)] This Contract shall be governed by and construed in accordance with Title 9 of the United States
Code and the Maritime Law of the United States and should any dispute arise out of this Contract, 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. The
proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.
For disputes where the total amount claimed by either party does not exceed the amount stated in Box
18[**], the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the
Society of Maritime Arbitrators, Inc.
[*(c)] Any dispute arising out of this Contract shall be referred to arbitration at the place indicated in
Box 17, subject to the procedures applicable there. The laws of the place indicated in Box 17 shall
govern this Contract.
(d) If Box 17 in Part 1 is not filled in, sub-clause (a) of the Clause shall apply.
[*] (a), (b) and (c) are alternatives; indicate alternative agreed in Box 17.
[**] Where no figure is supplied in Box 18 in Part l, this provision only shall be void but the other
provisions of this Clause shall remain in full force and effect.
Legal Topics:
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95 of 129 DOCUMENTS

FORM No. 24-34A "BIMCO Standard Bunker Contract"
"BIMCO Standard Bunker Contract" n*

General Terms and Conditions
Preamble
These General Terms and Conditions shall apply to all deliveries contracted for unless the Sellers
expressly confirm otherwise in the Confirmation Note. Each delivery shall constitute a separate contract.
1. Definitions
Throughout this Contract, except where the context otherwise requires, the following definitions shall be
applied:
"Marine Fuels" means products, derived from crude oil, delivered or to be delivered to the Vessel.
"Sellers" means the party contracting to sell and deliver Marine Fuels, and
"Buyers" means the party contracting to purchase, take delivery and pay for the Marine Fuels.
"Bunker Tanker" means bunker barge or tanker or tank truck supplying Marine Fuels to the Vessel.
2. Grades/Quality
(a) The Buyers shall have the sole responsibility for the nomination of the grades of
Marine Fuels fit for use by the Vessel.
Page 583
(b) The Sellers warrant that the Marine Fuels shall be of a homogeneous and stable nature,
shall comply with the grades nominated by the Buyers and be of satisfactory quality.
Unless otherwise agreed in the Confirmation Note, the Marine Fuels shall in all respects
comply with ISO Standard 8217:1996 or any subsequent amendments thereof.
3. Quantities/Measurements
(a) Subject to the provisions of sub-clause 6(c) and Clause 9 hereunder the quantities of
Marine Fuels delivered shall be determined from the official gauge or meter of the Bunker
Tanker effecting delivery, or in case of delivery ex wharf, of the shore-meter.
(b) The Buyers and the Sellers shall both have the right to be present or represented when
such measurements are taken and shall be given sufficient information and access to the
official gauge or meter of the Bunker Tanker or shore-meter and relevant documentation
to verify the volume delivered.
(c) The Marine Fuels to be delivered under this Contract shall be measured and calculated
in accordance with the ISO-ASTM-API-IP Petroleum Measurement Tables.
4. Sampling
(a) The Sellers shall arrange for a representative sample of each grade of Marine Fuels to
be drawn throughout the entire bunkering operation and that sample shall be thoroughly
mixed and carefully divided into four (4) identical samples. The sampling shall be
performed in the presence of both the Sellers and the Buyers or their respective
representatives. The absence of the Buyers or their representatives shall not prejudice the
validity of the samples taken.
(b) The sample shall be drawn at a point, to be mutually agreed between the Sellers and
the Buyers or their respective representatives, closest to the receiving Vessel's bunker
manifold.
(c) The sample shall be drawn using a mutually accepted sampling device which shall be
constructed, secured and sealed in such a way so as to prevent the sampling device and
the sample being tampered with throughout the transfer period.
(d) The four (4) identical samples referred to in subclause 4(a) shall be securely sealed
and provided with labels showing the Vessel's name, identity of delivery facility, product
name, delivery date and place and point of sampling and seal number, authenticated with
the Vessel's stamp and signed by the Sellers' representative and the Master of the Vessel
or his authorised representative.
(e) Two (2) samples shall be retained by the Sellers for minimum sixty (60) days after
delivery of the Marine Fuels to the Vessel or, on being requested in writing by the Buyers,
for as long as the Buyers may reasonably require, and the other two (2) samples shall be
retained by the Vessel.
(f) If the quantity is delivered by more than one Bunker Tanker, the sampling procedure
shall be repeated as outlined in this Clause 4.
Page 584
5. Delivery
(a) Delivery of the Marine Fuels shall be made day and night, Sundays and holidays
included, at the port or place of delivery, subject always to the custom of that port or
place.
(b) The Buyers, or their agents at the port or place of delivery, shall give the Sellers or
their representatives at the port or place of delivery, 72 and 48 hours approximate and 24
hours definite notice of the Vessel's arrival and the location and time at which deliveries
are required.
(c) The Sellers shall:

(i) be in possession of all permits required to comply with all relevant regulations
pertaining to delivery of Marine Fuels at the port or place of delivery, and;
(ii) subject to local laws, render all necessary assistance which may be reasonably
required to make connections and disconnections between the delivery hose(s) and the
Vessel's bunker manifold.
(d) The Buyers shall be responsible for making all connections and disconnections between the delivery
hose(s)'and the Vessel's bunker manifold and to ensure that the hose(s) are properly connected to the
Vessel's bunker manifold prior to the commencement of delivery.
(e) The Buyers shall ensure that the Vessel is in possession of all certificates required to comply with all
relevant regulations pertaining to delivery of the Marine Fuels at the port or place of delivery and that the
Master of the Vessel shall:
(i) advise the Sellers in writing, prior to delivery, of the maximum allowable pumping
rate and pressure and agree on communication and emergency shut-down procedures;
(ii) notify the Sellers in writing prior to delivery, of any special conditions, difficulties,
peculiarities, deficiencies or defects in respect of and particular to the Vessel which might
adversely affect the delivery of the Marine Fuels, and;
(iii) provide a free side to receive the Marine Fuels and render all necessary assistance
which may reasonably be required to moor or unmoor the Bunker Tanker, as applicable.
6. Documentation
(a) Before commencement of delivery the Sellers shall present for written acknowledgement by the
Master of the Vessel or his authorised representative, a bunker requisition form or similar document,
duly signed by the Sellers or their representative, which shall contain the quantities to be delivered and
all information required in accordance with ISO/TR 13739:1998 or any subsequent amendments thereof,
including, in particular, the values for:
- viscosity
- density
- sulphur content - flash point

Page 585
- delivery temperature
In addition, and if available, similar information shall be provided for vanadium, ash content, water
content and pour point.
(b) Once the delivery is completed and quantities measured, a receipt shall be signed and stamped by the
Master of the Vessel or his authorised representative, and returned to the Sellers, or their representative,
as acknowledgement of the actual volume and the actual delivery temperature only and a duplicate copy
shall be retained by the Master of the Vessel. This receipt shall contain the following minimum
information which is warranted by the Sellers:
- delivered quantity in volume units
- density in kg/ml[3] at 15 degrees C as per ISO 3675 - delivery temperature
- flash point
- sulphur content in % m/m as per ISO 8754
- viscosity
(c) In the event the Master of the Vessel is not satisfied with the sampling, quality, quantity or any other
matter concerning the Marine Fuels or their delivery, he shall make appropriate remarks in the receipt
either detailing the complaints or referring to a separate letter of protest to be issued and delivered
immediately. Verification of the information provided under sub-clause 6(b) may be obtained by analysis
of the Vessel's retained sample.
7. Price
(a) The price of the Marine Fuels shall be in the amount expressed per unit and in the currency stated in
the Confirmation Note for each grade of Marine Fuels delivered into the Vessel's tanks free delivered/ex
wharf as applicable and stated in the Confirmation Note.
In the event the price is quoted in volume units, conversion to standard volume shall be at 60 degrees
Fahrenheit or at fifteen (15) degrees Celsius.
(b) Any and all additional charges, if applicable, shall be specified in the Sellers' quotation and in the
Confirmation Note and shall include but not be limited to:
(i) Wharfage charges, barging charges or other similar charges;
(ii) Mooring charges or port dues incurred by the Sellers which are for Buyers' account,
and;
(iii) Duties, taxes, charges or other costs in the country where delivery takes place, for
which the Sellers are accountable but which are for the Buyers' account.
8. Payment
Page 586
(a) Payment for the Marine Fuels shall be made by the Buyers within thirty (30) days or, if otherwise
agreed, within the number of days stated in the Confirmation Note after the completion of delivery.
In the event payment has been made in advance of delivery, same shall be adjusted on the basis of the
actual quantities of Marine Fuels delivered and additional payment and/or refund shall be made within
thirty (30) days after the completion of delivery.
(b) Payment shall be made in full, without set-off, counterclaim, deduction and/or discount, free of bank
charges.
(c) Payment shall be deemed to have been made on the date the payment is credited to the counter of the
bank designated by the Sellers. If payment falls on a non-business day, then payment shall be made on or
before the business day nearest to the due date. If the preceding and succeeding business day are equally
near to the due date, then payment shall be made on or before the preceding business day.
(d) Any delay in payment and/or refund shall entitle either party to interest at the rate of two (2) per cent.
per month or any part thereof.
(e) In the event of non-payment, the Sellers reserve the right to pursue such legal remedies as may be
available to them to recover the amount owed.
9. Claims
(a) (i) Any dispute as to the quantity delivered must be noted at the time of delivery in the receipt or in
the letter of protest referred to in sub-clause 6(c). Any claim as to short delivery shall be presented by the
Buyers in writing within fifteen (15) days from the date of delivery, failing which any such claim shall
be deemed to be waived and barred.
(ii) The Buyers shall be charged for all proven additional expenses incurred by the Sellers
in connection with the Buyers' failure to take delivery of the full quantity of the Marine
Fuels ordered by the Buyers.
(b) (i) Any claim as to the quality or description of the Marine Fuels must be notified in writing, as per
subclause 6(c) or promptly after the circumstances giving rise to such claim have been discovered. If the
Buyers do not notify the Sellers of any such claim within thirty (30) days of the date of delivery, such
claim shall be deemed to be waived and barred.
(ii) In the event a claim is raised pursuant to sub-clause 9(b)(i), the parties hereto shall
have the quality of the Marine Fuels analysed by a mutually agreed, qualified and
independent laboratory. The Sellers shall provide the laboratory with one of the samples
retained by them as per sub-clause 4(e). If ISO grades have been specified the analysis
shall be established by tests in accordance with ISO Standard 8217:1996 and ISO 4259 or
any subsequent amendments thereof. If non-ISO grades have been agreed, tests will be
made in accordance with standards corresponding to the aforementioned ISO standards.
Unless otherwise agreed the expenses of the analysis shall be for the account of the party
whose claim is found wrong by the analysis.
(c) In the event of any delay resulting from:
(i) the Buyers' failure to give proper notices and/or to comply with the notices given
Page 587
pursuant to sub-clause 5(b) and/or the Buyers' Vessel failing to receive Marine Fuels at
the pumping rate referred to in sub-clause 5(e)(i), or;
(ii) the Sellers' failure to commence delivery of the Marine Fuels promptly in accordance
with the Buyers' required delivery time as notified pursuant to sub-clause 5(b) and/or the
Sellers' failure to deliver the Marine Fuels in accordance with the minimum hourly
pumping rate referred to in the Confirmation Note, then the party suffering such delay
shall be entitled to compensation from the other party for that delay, at the agreed rates
per day, or pro rata, stated in the Confirmation Note.
(d) Neither party hereto shall be liable for indirect or consequential loss and/or damage arising from this
Contract.
10. Risk/Title
Risk in the Marine Fuels shall pass to the Buyers once the Marine Fuels have passed the Sellers' flange connecting the
Vessel's bunker manifold with the delivery facilities provided by the Sellers. Title to the Marine Fuels shall pass to the
Buyers upon payment for the value of the Marine Fuels delivered, pursuant to the terms of Clause 8 hereof. Until such
time as payment is made, on behalf of themselves and the Vessel, the Buyers agree that they are in possession of the
Marine Fuels solely as Bailee for the Sellers. If, prior to payment, the Sellers' Marine Fuels are commingled with other
marine fuels on board the Vessel, title to the Marine Fuels shall remain with the Sellers corresponding to the quantity of
the Marine Fuels delivered. The above is without prejudice to such other rights as the Sellers may have under the laws
of the governing jurisdiction against the Buyers or the Vessel in the event of non-payment.
11. Termination
Without prejudice to accrued rights hereunder, either party hereto shall be entitled to terminate this Contract in the event
of:
(a) any application being made or any proceedings being commenced, or any order or judgement being
given by any court, for
(i) the liquidation, winding up, bankruptcy, insolvency, dissolution, administration or

re-organisation or similar, or
(ii) the appointment of a receiver, liquidator, trustee, administrator, administrative

receiver or similar functionary
of the other party of all or a substantial part of its assets (otherwise than for the purpose of
a reconstruction or amalgamation);
(b) the other party suspending payment, ceasing to carry on business or compounding or making any
special arrangement with its creditors, or;
(c) any act being done or event occurring which, under the applicable law thereof, has a substantially
similar effect to any of the said acts or events described above.
12. Indemnity
(a) Without prejudice to any other claims arising hereunder or in connection herewith and
Page 588
notwithstanding the provisions of sub-clause 9(d), if loss is suffered or a liability is incurred by either
party hereto as a direct result of compliance with directions given by the other party, during or for the
purposes of the parties' obligations hereunder, then the injured party is to be indemnified by the other in
respect of such loss or liability.
(b) Where claims arise under sub-clause 9(c) and subclause 12(a), compensation payable in accordance
with sub-clause 9(c) shall be taken into account in assessing sums payable under sub-clause 12(a).
13. Force Majeure
Neither party hereto shall be responsible for any loss, damage, delay or failure in performance under this Contract
resulting from an act of God, or the port of delivery being affected by war, civil commotion, riot, quarantine, strike,
stoppage, lock-out, arrest, restraint of princes, rulers and people, or any other event whatsoever which cannot be
avoided or guarded against by the exercise of due diligence.
14. Safety and the Environment
(a) In the event of any spillage (which for the purpose of this Clause shall mean any leakage, escape,
spillage or overflow of the Marine Fuels) causing or likely to cause pollution occurring at any stage of
the bunkering operation, the Buyers and the Sellers shall jointly, and regardless as to whether the Buyers
or the Sellers are responsible, immediately take such actions as are reasonably necessary to effect clean
up and which shall always be conducted in accordance with such local laws and regulations which may
compulsorily apply.
(b) Where it is a compulsory requirement of the law of the port or place of delivery of the Marine Fuels
that the Sellers shall have in place their own oil spill contingency Plans, the Sellers shall ensure that valid
oil spill contingency plans approved by the relevant authorities are in effect to the extent that is so
required.
(c) The Sellers hereby guarantee payment of and/or agree to indemnify and hold the Buyers harmless for
any claims, losses, damages, expenses, penalties or other liabilities incurred by the Buyers under the
United States Oil Pollution Act of 1990, or other state, national or international oil pollution legislation,
as a result of any spillage occurring whilst the Marine Fuels are being transported directly or indirectly to
or from the Vessel's bunker manifold except to the extent that such spillage is caused by any fault on the
part of the Buyers. The Buyers shall similarly indemnify the Sellers where any such spillage occurs once
risk in the Marine Fuels has passed to the Buyers except to the extent that such spillage is caused by any
fault on the part of the Sellers.
(d) The Sellers shall use their best endeavours to ensure that the bunker supplying company is fully
insured for oil spill liabilities as required by statutory rules or regulations. If such coverage or insurance
is not obtained by the bunker Supplying company it shall be the sole responsibility of the Sellers to
establish such coverage for their account. Proof and conditions of such coverage, whether established by
the bunker supplying company or by the Sellers shall be made available to the Buyers at their request, as
soon as practically possible.
(e) The Buyers hereby advise the Sellers that they enforce a company drug and alcohol policy on board
their vessels, whereby the Sellers' personnel must not be intoxicated at any time on board. It is
understood and agreed that the selling, possession, distribution, use or being under the influence of any
controlled substance or dangerous drugs other than those medically prescribed is prohibited.
Page 589
(f) The Sellers hereby advise the Buyers that they enforce a company drug and alcohol policy in their
facilities and on board their vessels, which the Buyers' personnel must comply with while in such
facilities or on board such vessels. It is understood and agreed that the selling, possession, distribution,
use or being under the influence of alcohol or any controlled substance or dangerous drugs other than
those medically prescribed is prohibited.
15. Dispute Resolution
*) (a) This Contract shall be governed by and construed in accordance with English law and any dispute
with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent
*) (b) This Contract shall be governed by and construed in accordance with Title 9 of the United States
Arbitrators, Inc.
*) (c) This Contract shall be governed by and construed in accordance with the laws of the place
Page 590
(d) Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any
difference and/or dispute arising out of or in connection with this Contract.
In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above,
the following shall apply:-
(ii) The other party shall thereupon within fourteen (14) calendar days of receipt of the
Mediation Notice confirm that they agree to mediation, in which case the parties shall
thereafter agree a mediator within a further fourteen (14) calendar days, failing which on
the application of either party a mediator will be appointed promptly by the'Arbitration
Tribunal ("the Tribunal") or such person as the Tribunal may designate for that purpose.
The mediation shall be conducted in such place and in accordance with such procedure
and on such terms as the parties may agree or, in the event of disagreement, as may be set
by the mediator.
(iv) The mediation shall not affect the right of either party to seek such relief or take such
steps as it considers necessary to protect its interest.
arbitration.
and expenses.
(Note: The parties should be aware that the mediation process may not necessarily interrupt time
limits.)
*) Sub-clauses (a), (b) and (c) are alternatives; if this Clause has been incorporated into the Contract
without an express choice of law and arbitration forum chosen from sub-clauses (a), (b) and (c), then
sub-clause (a) of this Clause shall apply. Sub-clause (d) shall apply in all cases.
Legal Topics:
Page 591

FOOTNOTES:
(n1)Footnote *. BIMCO's permission to republish is greatfully acknowledged.
Page 592
96 of 129 DOCUMENTS

FORM No. 24-35 YARA BILL OF LADING

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97 of 129 DOCUMENTS

FORM No. 24-36 QAFCOBILL (2000)
BILL OF LADING
TO BE USED FOR SHIPMENTS UNDER THE "QAFCOCHARTER" FERTILISER VOYAGE CHARTER PARTY
CODE NAME: "QAFCOBILL"
EDITION MAY 2000
(1) All terms and conditions, liberties and exceptions of the Charter Party, including the Law and Arbitration Clause
(Cl. 22), dated as overleaf, are herewith incorporated.
The International Convention for the Unification of Certain Rules of Law relating to Bills of Lading signed at Brussels
on 25 August 1924 ("the Hague Rules") as amended by the Protocol signed at Brussels on 23 February 1968 ("the
Hague-Visby Rules") and as enacted in the country of shipment shall apply to this Contract. When the Hague-Visby
Rules are not enacted in the country of shipment, the corresponding legislation of the country of destination shall apply,
irrespective of whether such legislation may only regulate outbound shipments.
When there is no enactment of the Hague-Visby Rules in either the country of shipment or in the country of destination,
the Hague-Visby Rules shall apply to this Contract save where the Hague Rules as enacted in the country of shipment or
if no such enactment is in place, the Hague Rules as enacted in the country of destination apply compulsorily to this
Contract.
Page 594
The Protocol signed at Brussels on 21 December 1979 ("the SDR Protocol 1979") shall apply where the Hague-Visby
Rules apply, whether mandatorily or by this Contract.
The Carrier shall in no case be responsible for loss of or damage to cargo arising prior to loading, after discharging, or
while the cargo is in the charge of another carrier, or with respect to dock cargo and live animals.
General Average shall be adjusted and settled according to the York-Antwerp Rules, 1994, or any subsequent
modification thereof.
If the adjustment of General Average or the liability for any collision in which the vessel is involved while performing
the carriage under the terms of the Charter Party, as dated overleaf, which govern the transportation of the cargo
described on the front page of this Bill of Lading, fails to be determined in accordance with the law and practice of the
United States of America, the following clauses shall apply:
responsible, by Statute, contract or otherwise, the cargo, shippers, consignees or owners of the cargo shall contribute
with the Carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that
may be made or incurred and shall pay salvage and special charges incurred in respect of the cargo.
neglect or default of the Master, Mariner, Pilot or the Servants of the Carrier in the navigation or in the management of
the Vessel, the owners of the cargo carried hereunder will indemnify the Carrier against all loss or liability to the other
or non-carrying vessel or her owners in so far as such loss or liability represents loss of, or damage to, or any claim
whatsoever of the owners of the said cargo, paid or payable by the other or non-carrying vessel or her owners to the
owners of the said cargo and set-off, recouped or recovered by the other or non-carrying vessel or her owners as part of
their claim against the carrying vessel or the Carrier.
Legal Topics:
Page 595

LadingCommercial Law (UCC)Documents of Title (Article 7)Bills of LadingAdmiralty
LawCharterpartiesTypesVoyage ChartersAdmiralty LawCharterpartiesCharter ContractsBills of Lading
Page 596
98 of 129 DOCUMENTS

FORM No. 24-37 BIMCO Bill Of Lading
CODE NAME: GRAINCONBILL
To be used for shipments chartered on the GRAINCON Charter
BILL OF LADING
TO BE USED FOR SHIPMENTS UNDER THE GRAINCON CHARTER
CODE NAME: GRAINCONBILL
EDITION 2003
(1) All terms and conditions, liberties and exceptions of the GRAINCON Charter, dated as per Page 1,
including the War Risks Clause (CI. 38) and the Dispute Resolution Clause (CI. 42), are hereby
expressly incorporated. If this Contract covers a transport for which no Charter Party has been agreed,
the terms of the GRAINCON Charter shall be deemed to be incorporated in this Bill of Lading.
Page 597
The International Convention for the Unification of Certain Rules of Law relating to Bills of Lading
signed at Brussels on 25 August 1924 ("the Hague Rules") as amended by the Protocol signed at Brussels
on 23 February 1968 ("the Hague-Visby Rules") and as enacted in the country of shipment shall apply to
this Bill of Lading. When the Hague-Visby Rules are not enacted in the country of shipment, the
corresponding legislation of the country of destination shall apply, irrespective of whether such
legislation may only regulate outbound shipments.
When there is no enactment of the Hague-Visby Rules in either the country of shipment or in the country
of destination, the Hague-Visby Rules shall apply to this Contract save where the Hague Rules as
enacted in the country of shipment or if no such enactment is in place, the Hague Rules as enacted in the
country of destination apply compulsorily to this Bill of Lading.
The Protocol signed at Brussels on 21 December 1979 ("the SDR Protocol 1979") shall apply where the
Hague-Visby Rules apply, whether mandatorily or by this Bill of Lading.
The Carrier shall in no case be responsible for loss of or damage to cargo arising prior to loading, after
discharging, or while the cargo is in the charge of another carrier, or with respect to deck cargo and live
animals.
General Average shall be adjusted, stated and settled according to York-Antwerp Rules 1994, or any
subsequent modification thereof.
If the adjustment of General Average or the liability for any collision in which the Vessel is involved
while performing the carriage under the terms of this Bill of Lading which govern the transportation of
the cargo described on Page 1 of this Bill of Lading, falls to be determined in accordance with the law
and practice of the United States of America, the following clauses shall apply:
In the event of accident, danger, damage or disaster before or after the commencement of the voyage,
resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence
of which, the Carrier is not responsible, by Statute, contract or otherwise, the cargo, shippers, consignees
or owners of the cargo shall contribute with the Carrier in general average to the payment of any
sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay
salvage and special charges incurred in respect of the cargo.
If a salving vessel is owned or operated by the Carrier, salvage shall be paid for as fully as if the said
salving vessel or vessels belonged to strangers. Such deposit as the Carrier, or his agent, may deem
sufficient to cover the estimated contribution of the cargo and any salvage and special charges thereon
shall, if required, be made by the cargo, shippers, consignees or owners of the cargo to the Carrier before
delivery.
If the Vessel comes into collision with another vessel as a result of the negligence of the other vessel and
Page 598
any act, neglect or default of the Master, Mariner, Pilot or the Servants of the Carrier in the navigation or
in the management of the Vessel, the owners of the cargo carried hereunder will indemnify the Carrier
against all loss or liability to the other or non-carrying vessel or her owners in so far as such loss or
liability represents loss of, or damage to, or any claim whatsoever of the owners of the said cargo, paid or
payable by the other or non-carrying vessel or her owners to the owners of the said cargo and set-off,
recouped or recovered by the other or non-carrying vessel or her owners as part of their claim against the
carrying vessel or the Carrier.
The foregoing provisions shall also apply where the owners, operators or those in charge of any vessel or
vessels or objects other than, or in addition to, the colliding vessels or objects are at fault in respect of a
collision or contact.
destination, etc., see Page 1.
Legal Topics:
Page 599
99 of 129 DOCUMENTS

FORM No. 24-38 BRITISH INTERNATIONAL FREIGHT ASSOCIATION (BIFA)

STANDARD TRADING CONDITIONSn*
British International Freight Association; printed with permission.
2000 EDITION
The Customer's attention is drawn to the Clauses hereof which exclude or limit the Company's liability and those which
require the Customer to indemnify the Company in certain circumstances.
DEFINITIONS AND APPLICATION
1 In these Conditions:
"Company" Is the BIFA Member trading under these Conditions.
"Person" Includes persons or any Body or Bodies Corporate.
"The Owner" Means the Owner of the goods (including any packaging, containers or
equipment) to which any business concluded under these Conditions relates and any other
person who is or may become interested in them.
"Customer" Means any person at whose request or on whose behalf the Company
undertakes any business or provides advice, information or services.
(A) Subject to Sub-Paragraph (B) below, all and any activities of the Company in the
Page 600
course of business whether gratuitous or not are undertaken subject to these Conditions.
(B) If any legislation is compulsorily applicable to any business undertaken, these

Conditions shall, as regards such business, be read as subject to such legislation and
nothing in these Conditions shall be construed as a surrender by the Company of any of its
rights or immunities or as an increase of any of its responsibilities or liabilities under such
legislation and if any part of these Conditions be repugnant to such legislation to any
extent such part shall as regards such business be overridden to that extent and no further.
3 The Customer warrants that he is either the Owner or the authorised Agent of the Owner and also that
he is accepting these Conditions not only for himself but also as Agent for and on behalf of the Owner.
THE COMPANY
(A) Subject to Clauses 11 and 12 below, the Company shall be entitled to procure any or
all of its services as an Agent or to provide those services as a Principal.
(B) The Company shall on demand by the Customer provide evidence of any Contract
entered into as Agent for the Customer. Insofar as the Company may be in default of this
obligation, it shall be deemed to have contracted with the Customer as a Principal for the
performance of the Customer's instructions.
5 When the Company contracts as a Principal for any services, it shall have full liberty a) to perform
such services itself or b) to subcontract the whole or any part of such services to third parties (including
the Company's own parent, subsidiary, or associated companies).
6 When the Company acts as an Agent on behalf of the Customer, The company shall be entitled (and
the Customer hereby expressly authorises the Company) to enter into all such Contracts on behalf of the
Customer as may be necessary or desirable to fulfil the Customer's instructions and subject to the trading
conditions of the parties with whom such contracts are made.
7 The Company reserves to itself a reasonable liberty as to the means, route and procedure to be
followed in the handling, storage and transportation of goods.
(A) Subject to Sub-Clause (B) hereof, the Company shall have a general lien on all goods
and documents relating to goods in its possession, custody or control for all sums due at
any time from the Customer or Owner, and shall be entitled to sell or dispose of such
goods or documents as Agent for and at the expense of the Customer and apply the
proceeds in or towards the payment of such sums on 28 days notice in writing to the
Customer. Upon accounting to the Customer for any balance remaining after payment of
any sum due to the Company and the costs of sale or disposal the Company shall be
discharged of any liability whatsoever in respect of the goods or documents.
(B) When the goods are liable to perish or deteriorate, the Company's right to sell or
dispose of the goods shall arise immediately upon any sum becoming due to the Company
subject only to the Company taking reasonable steps to bring to the Customer's attention
Page 601
its intention of selling or disposing of the goods before doing so.
9 The Company shall be entitled to retain and be paid all brokerages, commissions, allowances and other
remuneration's customarily retained by or paid to Freight Forwarders.
10
(A) If delivery of the goods or any part thereof is not taken by the Customer, Consignee
or Owner, at the time and place when and where the Company is entitled to call upon such
person to take delivery thereof, the Company shall be entitled to store the goods or any
part thereof at the sole risk of the Customer, whereupon the liability of the Company in
respect of the goods or that part thereof stored as aforesaid shall wholly cease and the cost
of such storage if paid for or payable by the Company or any Agent or Sub-Contractor of
the Company shall forthwith upon demand be paid by the Customer to the Company.
(B) The Company shall be entitled at the expense of the Customer to dispose of (by sale
or otherwise as may be reasonable in all the circumstances):
(i) on 28 days notice in writing to the Customer, or (where the Customer cannot be
traced and reasonable efforts have been made to contact any parties who may reasonably
be supposed by the Company to have any interest in the goods) without notice, any goods
which have been held by the Company for 90 days and which cannot be delivered as
instructed; and
(ii) without prior notice, goods which have perished, deteriorated or altered or are in
immediate prospect of doing so in a manner which has caused or may reasonably be
expected to cause loss or damage to the Company or Third Parties or to contravene any
applicable laws or regulations.
11
(A) No Insurance will be effected except upon express instructions given in writing by the Customer and
all Insurances effected by the Company are subject to the usual exceptions and conditions of the Policies
of the Insurance Company or Underwriters taking the risk. Unless otherwise agreed in writing the
Company shall not be under any obligation to effect a separate Insurance on each consignment but may
declare it on any open or general Policy held by the Company.
(B) Insofar as the Company agrees to arrange Insurance, the Company acts solely as Agent for the
Customer using its best endeavors to arrange such Insurance and does so subject to the limits of liability
contained in Clause 27 hereof.
12
(A) Except under special arrangements previously made in writing or under the terms of a printed
document signed by the Company, any instructions relating to the delivery or release of goods in
specified circumstances only, such as (but without prejudice to the generality of this Clause) against
payment or against surrender of a particular document, are accepted by the Company where the company
has to engage third parties to effect compliance with the instructions, only as Agents for the Customer.
(B) The Company shall not be under any liability in respect of such arrangements as are referred to
under Sub-Clause (A) hereof save where such arrangements are made in writing.
Page 602
(C) In any event, the Company's liability in respect of the performance or arranging the performance of
such instructions shall not exceed the limits set out in Clause 27(A) (ii) of these conditions.
13 Advice and information, in whatever form it may be given, is provided by the Company for the Customer only and
the Customer shall not pass such advice or information to any third party without the Company's written agreement. The
Customer shall indemnify the company against all loss and damage suffered as a consequence of any breach of this
Condition by the Customer.
14
(A) Except under special arrangement previously made in writing the Company will not accept or deal
with bullion, coin, precious stones, jewelry, valuables, antiques, pictures, human remains, livestock or
plants. Should any Customer nevertheless deliver any such goods to the Company or cause the Company
to handle or deal with any such goods otherwise than under special arrangements previously made in
writing the Company shall be under no liability whatsoever for or in connection with such goods
howsoever arising.
(B) The Company may at any time waive its rights and exemptions from liability under Sub-Clause (A)
above in respect of any one or more of the categories of goods mentioned herein or of any part of any
category. If such waiver is not in writing, the onus of proving such waiver shall be on the Customer.
15 Except following instructions previously received in writing and accepted by the Company, the Company will not
accept or deal with goods of a dangerous or damaging nature, nor with goods likely to harbour or encourage vermin or
other pests, nor with goods liable to taint or affect other goods. If such goods are accepted pursuant to a special
arrangement and then in the opinion of the Company they constitute a risk to other goods, property, life or health, the
Company shall where reasonably practicable contact the Customer, but reserves the right at the expense of the Customer
to remove or otherwise deal with the goods.
16 Where there is a choice of rates according to the extent or degree of the liability assumed by carriers, warehousemen
or others, no declaration of value where optional will be made except under special arrangements previously made in
writing.
THE CUSTOMER
17 The Customer warrants:
(A) that the description and particulars of any goods furnished by or on behalf of the
Customer are full and accurate.
(B) that all goods have been properly and sufficiently prepared, packed, stowed, labeled
and/or marked, and that the preparation, packing, stowage, labeling and marking are
appropriate to any operations or transactions affecting the goods and the characteristics of
the goods.
(C) that where the Company receives the goods from the Customer already stowed in or
on a container, trailer, tanker, or any other device specifically constructed for the carriage
of goods by land, sea or air (each hereafter individually referred to as "the transport unit"),
the transport unit is in good condition, and is suitable for the carriage to the intended
destination of the goods loaded therein or thereon.
Page 603
18 Should the Customer otherwise than under special arrangements previously made in writing as set out
in Clause 15 above deliver to the Company or cause the Company to deal with or handle goods of a
dangerous or damaging nature, or goods likely to harbour or encourage vermin or other pests, or goods
liable to taint or affect other goods, he shall be liable for all loss or damage arising in connection with
such goods and shall indemnify the Company against all penalties, claims, damages, costs and expenses
whatsoever arising in connection therewith, and the goods may be dealt with in such manner as the
Company or any other person in whose custody they may be at any relevant time shall think fit.
19 The Customer undertakes that no claim shall be made against any Director, Servant, or Employee of
the Company which imposes or attempts to impose upon them any liability in connection with any
services which are the subject of these Conditions and if any such claim should nevertheless be made, to
indemnify the Company against all consequences thereof.
20 The Customer shall save harmless and keep the Company indemnified from and against:
(A) All liability, loss, damage, costs and expenses whatsoever (including without
prejudice to the generality of the foregoing, all duties, taxes, imposts, levies, deposits and
outlays of whatsoever nature levied by any authority in relation to the goods) arising out
of the Company acting in accordance with the Customer's instructions or arising from any
breach by the Customer of any Warranty contained in these Conditions or from the
negligence of the Customer, and
(B) Without derogation from Sub-Clause (A) above, any liability assumed or incurred by
the Company when by reason of carrying out the Customer's instructions the Company
has reasonably become liable or may become liable to any other party, and
(C) All claims, costs and demands whatsoever and by whomsoever made or preferred in
excess of the liability of the Company under the terms of these Conditions regardless
whether such claims, costs and demands arise from or in connection with the negligence
or breach of duty of the Company, its Servants, Sub-Contractors or Agents, and
(D) Any claims of a General Average nature which may be made on the Company.
21
(A) The Customer shall pay to the Company in cash or as otherwise agreed all sums
immediately when due without reduction or deferment on account of any claim,
counterclaim or set-off.
(B) In respect of all sums which are overdue with reference to the Late Payments
(Interest) Act 1998 the Customer shall be liable to pay to the Company interest calculated
at 8% above the prevailing Base Rate of the London clearing banks.
22 Despite the acceptance by the Company of instructions to collect freight, duties, charges or other
expenses from the Consignee or any other person the Customer shall remain responsible for such freight,
duties, charges or expenses on receipt of evidence of proper demand and in the absence of evidence of
payment (for whatever reason) by such Consignee or other person when due.
23 Where liability for General Average arises in connection with the goods, the Customer shall promptly
Page 604
provide security to the Company or to any other party designated by the Company in a form acceptable
to the Company.
LIABILITY AND LIMITATION
24 The Company shall perform its duties with a reasonable degree of care, diligence, skill and
judgement.
25 The Company shall be relieved of liability for any loss or damage if and to the extent that such loss or
damage is caused by:
(A) strike, lock-out, stoppage or restraint of labour, the consequences of which the
Company is unable to avoid by the exercise of reasonable diligence;
(B) any cause or event which the Company is unable to avoid and the consequences
whereof the Company is unable to prevent by the exercise of reasonable diligence.
26
(A) Except under special arrangements previously made in writing the Company accepts
no responsibility for departure or arrival dates of goods
27
(A) Subject to clause 2(B) above and sub-clause (D) below the Company's liability
howsoever arising and notwithstanding that the cause of loss or damage be unexplained
shall not exceed
(i) in the case of claims for loss or damage to goods
(a) the value of any goods lost or damaged, or (b) a sum at the rate of two Special
Drawing Rights as defined by the International Monetary Fund (hereinafter referred to as
SDR's), per kilo of the gross weight of any goods lost or damaged whichever shall be the
least.
(ii) in the case of all other claims
(a) the value of the goods the subject of the relevant transaction between the Company
and its Customer, or
(b) a sum at the rate of two SDR's per kilo of the gross weight of the goods the subject
of the said transaction, or
(c) 75,000 SDR's in respect of any one transaction whichever shall be the least.
For the purposes of Clause 27(A) the value of the goods shall be their value when they were or should have been
shipped. The value of SDR's shall be calculated as at the date when the claim is received by the Company in writing.
(B) Subject to Clause 2(B) above, and Sub-Clause (D) below, the Company's liability for loss or damage as a result of
failure to deliver or arrange delivery of goods in a reasonable time or (where there is a special arrangement under
Clause 26) to adhere to agreed departure or arrival dates shall not in any circumstances whatever exceed a sum equal to
twice the amount of the Company's charges in respect of the relevant transaction.
Page 605
(C) Save in respect of such loss or damage as is referred to at Sub-Clause (B) and subject to Clause 2(B) above and
Sub-Clause (D) below, the Company shall not in any circumstances whatsoever be liable for indirect or consequential
loss such as (but not limited to) loss of profit, loss of market or the consequences of delay or deviation however caused.
(D) By special arrangement agreed in writing, the Company may accept liability in excess of the limits set out in
Sub-Clauses (A) to (C) above upon the Customer agreeing to pay the Company's additional charges for accepting such
increased liability. Details of the Company's additional charges will be provided upon request.
28
(A) Any claim by the Customer against the Company arising in respect of any service provided for the
Customer or which the Company has undertaken to provide shall be made in writing and notified to the
Company within 14 days of the date upon which the Customer became or should have become aware of
any event or occurrence alleged to give rise to such claim and any claim not made and notified as
aforesaid shall be deemed to be waived and absolutely barred except where the Customer can show that
it was impossible for him to comply with this Time Limit and that he has made the claim as soon as it
was reasonably possible for him to do so.
(B) Notwithstanding the provisions of Sub-Paragraph (A) above the Company shall in any event be
discharged of all liability whatsoever howsoever arising in respect of any service provided for the
Customer or which the Company has undertaken to provide unless suit be brought and written notice
thereof given to the Company within nine months from the date of the event or occurrence alleged to
give rise to a cause of action against the Company.
JURISDICTION AND LAW
29 These Conditions and any act or contract to which they apply shall be governed by English Law and
any dispute arising out of any act or contract to which these Conditions apply shall be subject to the
exclusive jurisdiction of the English Courts.
Legal Topics:
Transportation LawCarrier Duties & LiabilitiesGeneral OverviewAdmiralty LawShippingCarrier Duties &
ObligationsGeneral Overview
FOOTNOTES:
(n1)Footnote *. British International Freight Association; printed with permission.
Page 606
100 of 129 DOCUMENTS

FORM No. 24-39 CMI UNIFORM RULES FOR SEA WAYBILLS
1. Scope of Applications
(i) These Rules shall be called the "CMI Uniform Rules for Sea Waybills."
(ii) The shall apply when adopted by a contract of carriage which is not covered by a bill of lading or
similar document of title, whether the contract be in writing or not.
2. Definitions
In these Rules:
"Contract of carriage" shall mean any contract of carriage subject to these Rules which is
to be performed wholly or partly by sea.
"Goods" shall mean any goods carried or received for carriage under a contract of
carriage.
"Carrier" and "Shipper" shall mean the parties named in or identifiable as such from the
contract of carriage.
"Consignee" shall mean the party named in or identifiable as such from the contract of
carriage, or any person substituted as consignee in accordance with rule 6(i).
"Right of Control" shall mean the rights and obligations referred to in rule 6.
3. Agency
Page 607
(i) The shipper on entering into the contract of carriage does so not only on his own behalf but also as
agent for and on behalf of the consignee, and warrants to the carrier that he has authority so to do.
(ii) This rule shall apply if, and only if, it be necessary by the law applicable to the contract of carriage so
as to enable the consignee to sue and be sued thereon. The consignee shall be under no greater liability
than he would have been had the contract of carriage been covered by a bill of lading or similar
document of title.
4. Rights and Responsibilities
(i) The contract of carriage shall be subject to any International Convention or National Law which is, or
if the contract of carriage has been covered by a bill of lading or similar document of title would have
been, compulsorily applicable thereto. Such convention or law shall apply notwithstanding anything
inconsistent therewith in the contract of carriage.
(ii) Subject always to subrule (i), the contract of carriage is governed by:
(a) these Rules;
(b) unless otherwise agreed by the parties, the carrier's standard terms and conditions for
the trade, if any, including any terms and conditions relating to the non-sea part of the
carriage;
(c) any other terms and conditions agreed by the parties.
(iii) In the event of any inconsistency between the terms and conditions mentioned in subrule(ii)(b) or (c)
and these Rules, these Rules shall prevail.
5. Description of the Goods
(i) The shipper warrants the accuracy of the particulars furnished by him relating to the goods, and shall
indemnify the carrier against any loss, damage or expense resulting from any inaccuracy.
(ii) In the absence of reservation by the carrier, any statement in a sea waybill or similar document as to
the quantity or condition of the goods shall
(a) as between the carrier and the shipper be prima facie evidence of receipt of the goods
as so stated;
(b) as between the carrier and the consignee be conclusive evidence of receipt of the
goods as so stated, and proof to the contrary shall not be permitted, provided always that
the consignee has acted in good faith.
6. Right of Control
(i) Unless the shipper has exercised his option under subrule (ii) below, he shall be the only party entitled
to give the carrier instructions in relation to the contract of carriage. Unless prohibited by the applicable
law, he shall be entitled to change the name of the consignee at any time up to the consignee claiming
delivery of the goods after their arrival at destination, provided he gives the carrier reasonable notice in
Page 608
writing, or by some other means acceptable to the carrier, thereby undertaking to indemnify the carrier
against any additional expense caused thereby.
(ii) The shipper shall have the option, to be exercised not later than the receipt of the goods by the
carrier, to transfer the right of control to the consignee. The exercise of this option must be noted on the
sea waybill or similar document, if any. Where the option has been exercised the consignee shall have
such rights as are referred to in subrule (i) above and the shipper shall cease to have such rights.
7. Delivery
(i) The carrier shall deliver the goods to the consignee upon production of proper identification.
(ii) The carrier shall be under no liability for wrong delivery if he can prove that he has exercised
reasonable care to ascertain that the party claiming to be the consignee is in fact that party.
8. Validity
In the event of anything contained in these Rules or any such provisions as are incorporated into the contract of carriage
by virtue of rule 4, being inconsistent with the provisions of any International Convention or National Law
compulsorily applicable to the contract of carriage, such Rules and provisions shall to that extent but no further be null
and void.
Page 609

FORM No. 24-40 CMI RULES FOR ELECTRONIC BILLS OF LADING
1. Scope of Application
These rules shall apply whenever the parties so agree.
2. Definitions
a. "Contract of Carriage" means any agreement by carry goods wholly or partly by sea.
b. "EDI"means Electronic Data Interchange, i.e. the interchange of trade data effected by
teletransmission.
c. "UN/EDIFACT"means the United Nations Rules for Electronic Data Interchange for
Administration, Commerce and Transport.
d. "Transmission" means one or more messages electronically sent together as one unit of
dispatch which includes heading and terminating data.
e. "Confirmation" means a Transmission which advises that the content of a

Transmission appears to be complete and correct, without prejudice to any subsequent
consideration or action that the content may warrant.
f. "Private Key" means any technically appropriate form, such as a combination of

numbers and/or letters, which the parties may agree for securing the authenticity and
integrity of a Transmission.
g. "Holder" means the party who is entitled to the rights described in Article 7(a) by
Page 610
virtue of its possession of a valid Private Key.
h. "Electronic Monitoring System" means the device by which a computer system can be
examined for the transactions that it recorded, such as a Trade Data Log or an Audit Trail.
i. "Electronic Storage" means any temporary, intermediate or permanent storage of

electronic data including the primary and the back-up storage of such data.
3. Rules of Procedure
a. When not in conflict with these Rules, the Uniform Rules of Conduct for Interchange
of Trade Data by Teletransmission, 1987 (UNCID) shall govern the conduct between the
parties.
b. The EDI under these Rules should conform with the relevant UN/EDIFACT standards.
However, the parties may use any other method of trade data interchange acceptable to all
of the users.
c. Unless otherwise agreed, the document format for the Contract of Carriage shall
conform to the UN Layout Key or compatible national standard for bills of lading.
d. Unless otherwise agreed, a recipient of a Transmission is not authorised to act on a

Transmission unless he has sent a Confirmation.
e. In the event of a dispute arising between the parties as to the data actually transmitted,
an Electronic Monitoring System may be used to verify the data received. Data
concerning other transactions not related to the data in dispute are to be considered as
trade secrets and thus not available for examination. If such data are unavoidably revealed
as part of the examination of the Electronic Monitoring System, they must be treated as
confidential and not released to any outside party or used for any other purpose.
f. Any transfer of rights to the goods shall be considered to be private information, and
shall not be released to any outside party not connected to the transport or clearance of the
goods.
4. Form and content of the receipt message
a. The carrier, upon receiving the goods from the shipper, shall give notice of the receipt
of the goods to the shipper by a message at the electronic address specified by the shipper.
b. This receipt message shall include:

(i) the name of the shipper;
(ii) the description of the goods, with any representations and reservations, in the same
tenor as would be required if a paper bill of lading were issued;
(iii) the date and place of the receipt of the goods;
(iv) a reference to the carrier's terms and conditions of carriage; and

Page 611
(v) the Private Key to be used in subsequent Transmissions.
The shipper must confirm this receipt message to the carrier, upon which Confirmation the shipper shall
be the Holder.
c. Upon demand of the Holder, the receipt message shall be updated with the date and place of shipment
as soon as the goods have been loaded on board.
d. The information contained in (ii), (iii) and (iv) of paragraph (b) above including the date and place of
shipment if updated in accordance with paragraph (c) of this Rule, shall have the same force and effect as
if the receipt message were contained in a paper bill of lading.
5. Terms and conditions of the Contract of Carriage
a. It is agreed and understood that whenever the carrier makes a reference to its terms and conditions of
carriage, these terms and conditions shall form part of the Contract of Carriage.
b. Such terms and conditions must be readily available to the parties to the Contract of Carriage.
c. In the event of any conflict or inconsistency between such terms and conditions and these Rules, these
Rules shall prevail.
6. Applicable Law
The Contract of Carriage shall be subject to any international convention or national law which would have been
compulsorily applicable if a paper bill of lading had been issued.
7. Right of Control and Transfer
a. The Holder is the only party who may, as against the carrier:
(1) claim delivery of the goods;
(2) nominate the consignee or substitute a nominated consignee for any other party,
including itself;
(3) transferthe Right of Control and Transfer to another party;
(4) instruct the carrier on any other subject concerning the goods, in accordance with the
terms and conditions of the Contract of Carriage, as if he were the holder of a paper bill of
lading.
b. A transfer of the Right of Control and Transfer shall be effected: (i) by notification of the current
Holder to the carrier of its intention to transfer its Right of Control and Transfer to a proposed new
Holder, and (ii) confirmation by the carrier of such notification message, whereupon (iii) the carrier shall
transmit the information as referred to in article 4 (except for the Private Key) to the proposed new
Holder, whereafter (iv) the proposed new Holder shall advise the carrier of its acceptance of the Right of
Control and Transfer, whereupon (v) the carrier shall cancel the current Private Key and issue a new
Private Key to the new Holder.
Page 612
c. If the proposed new Holder advises the carrier that it does not accept the Right of Control and
Transfer or fails to advise the carrier of such acceptance within a reasonable time, the proposed transfer
of the Right of Control and Transfer shall not take place. The carrier shall notify the current Holder
accordingly and the current Private Key shall retain its validity.
d. The transfer of the Right of Control and Transfer in the manner described above shall have the same
effects as the transfer of such rights under a paper bill of lading.
8. The Private Key
a. The Private Key is unique to each successive Holder. It is not transferable by the Holder. The carrier
and the Holder shall each maintain the security of the Private Key.
b. The carrier shall only be obliged to send a Confirmation of an electronic message to the last Holder to
whom it issued a Private Key, when such Holder secures the Transmission containing such electronic
message by the use of the Private Key.
c. The Private Key must be separate and distinct from any means used to identify the Contract of
Carriage, and any security password or identification used to access the computer network.
9. Delivery
a. The carrier shall notify the Holder of the place and date of intended delivery of the goods. Upon such
notification the Holder has a duty nominate a consignee and to give adequate delivery instructions to the
carrier with verification by the Private Key. In the absence of such nomination, the Holder will be
deemed to be the consignee.
b. The carrier shall delivery the goods to the consignee upon production of proper identification in
accordance with the delivery instructions specified in paragraph (a) above; such delivery shall
automatically cancel the Private Kay.
c. The carrier shall be under no liability for misdelivery if it can prove that it exercised reasonable care
to ascertain that the party who claimed to be the consignee was in fact that party.
10. Option to receive a paper document
a. The Holder has the option at any time prior to delivery of the goods to demand from the carrier a
paper bill of lading. Such document shall be made available at a location to be determined by the Holder,
provided that no carrier shall be obliged to make such document available at a place where it has no
facilities and in such instance the carrier shall only be obliged to make the document available at the
facility nearest to the location determined by the Holder. The carrier shall not be responsible for delays in
delivering the goods resulting from the Holder exercising the above option.
b. The carrier has the option at any time prior to delivery of the goods to issue to the Holder a paper bill
of lading unless the exercise of such option could result in undue delay or disrupts the delivery of the
goods.
c. A bill of lading issued under Rules 10(a) or (b) shall include: the information set out in the receipt
message referred to in Rule 4 (except for the Private Key); and (ii) a statement to the effect that the bill
of lading has been issued upon termination of the procedures for EDI under the CMI Rules for Electronic
Page 613
Bills of Lading. The aforementioned bill of lading shall be issued at the option of the Holder either to the
order of the Holder whose name for this purpose shall then be inserted in the bill of lading or "to bearer."
d. The issuance of a paper bill of lading under Rule 10(a) or (b) shall cancel the Private Key and
terminate the procedures for EDI under these Rules. Termination of these procedures by the Holder or
the carrier will not relieve any of the parties to the Contract of Carriage of their rights, obligations or
liabilities while performing under the present Rules nor of their rights, obligations or liabilities under the
Contract of Carriage.
e. The Holder may demand at any time the issuance of a print-out of the receipt message referred to in
Rule 4 (except for the Private Key) marked as "non-negotiable copy." The issuance of such a print-out
shall not cancel the Private Key nor terminate the procedures for EDI.
11. Electronic data is equivalent to writing
The carrier and the shipper and all subsequent parties utilizing these procedures agree that any national or local law,
custom or practice requiring the Contract of Carriage to be evidenced in writing and signed, is satisfied by the
transmitted and confirmed electronic data residing on computer data storage media displayable in human language on a
video screen or as printed out by a computer. In agreeing to adopt these Rules, the parties shall be taken to have agreed
not to raise the defence that this contract is not in writing.
Legal Topics:
Page 614

FORM No. 24-41 DANGEROUS GOODS DECLARATIONn1
The declaration appears in a box layout which is illustrated on the following pages.
Legal Topics:
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FOOTNOTES:
Page 615

FORM No. 24-42 U.S. APPLICATION FOR CERTIFICATE OF FINANCIAL RESPONSIBILITY
The Application is reprinted on the following pages.

Page 616

FORM No. 24-43 U.S. CERTIFICATE OF FINANCIAL RESPONSIBILITY (COFR)
The Certificate is reprinted on the following pages.
OMB NO. 2115-0545
CONDITIONS
1. Upon invalidation of this Certificate, it shall be returned to the Chief, Vessel Certification (NPFC-cv), National
Pollution Funds Center, 4200 Wilson Blvd., Suite 1000, Arlington, VA 22203-1804. Except as permitted by 33 CFR
138, no alterations to this Certificate are permitted after issuance by the U.S. Coast Guard. If the vessel's name is
changed, the operator changes its name (but remains the same company), or the expiration date falls due, a new
Certificate will be necessary. However, the underlying insurance guaranty or other evidence of financial responsibility
will not be cancelled by such invalidation of this Certificate.
2. If the Certificant named on the face of this Certificate ceases to be the responsible operator of the vessel, the
Certificant shall complete the notice below and return this Certificate to the above address.
Notice is hereby given that on ___________________ (date), for the reason set forth below, the operator named on this
Certificate ceased to be responsible for the vessel named on this Certificate. The Certificant is no longer the responsible
operator due to (check one)
[ ] sale of the vessel, [ ] termination of the demise charter, [ ] other
(please specify) ______________________

Page 617
______________________
______________________
The location of the vessel on the date of cessation was: ___________________ The new party responsible for the vessel
is: ___________________
By: ______________________
Signature and date
______________________
Typed Name of Signer
______________________
Title
______________________
Company
NOTE:
This information is required to assure coverage of the correct vessel owner and operator as required
under 33 CFR 138. Failure to comply with 33 CFR 138 concerning the carriage of a valid Certificate
may result in one or more of the following sanctions: (1) detainment; (2) denial of entry into U.S. waters
or port; (3) OPA civil penalty, not to exceed $25,000 per day; (4) CERCLA Class I administrative
penalty, not to exceed $25,000 per violation; (5) CERCLA Class II administrative penalty of $25,000 per
day of violation (or $75,000 per day if a second or subsequent violation); (6) refusal of clearance to leave
U.S. waters; (7) seizure and forfeiture of vessel.
DEPT. of TRANSP., USCG CG-5586-5 (7-94)
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StatutesLicensing & RegistrationAdmiralty LawShippingCarrier Duties & ObligationsCargo Care &
StowageDangerous Cargo
Page 618

FORM No. 24-44 BIMCO GENERAL CLAUSE PARAMOUNT
The Baltic and International Maritime Council
No. 4, 29 October 1997
BIMCO General Clause Paramount - revised
The greater adherence on a worldwide basis to the Hague-Visby Rules prompted BIMCO's Documentary Committee in
1996 to initiate a review of its General Clause Paramount as applied to a number of bills of lading, waybills and voyage
charter parties issued by BIMCO.
The new edition of the General Clause Paramount as reproduced below and endorsed by the International Group of P&I
Clubs was officially adopted by BIMCO's Documentary Committee in June 1997.
General Clause Paramount
The International Convention for the Unification of Certain Rules of Law relating to Bills of Lading signed at Brussels
on 24 August 1924 ("the Hague Rules") as amended by the Protocol signed at Brussels on 23 February 1968 ("the
Hague-Visby Rules") and as enacted in the country of shipment shall apply to this Contract. When the Hague-Visby
Rules are not enacted in the country of shipment, the corresponding legislation of the country or destination shall apply,
irrespective of whether such legislation may only regulate outbound shipments.
When there is no enactment of the Hague-Visby Rules in either the country of shipment or in the country of destination,
the Hague-Visby Rules shall apply to this Contract save where the Hague Rules are enacted in the country of shipment
or if no such enactment is in place, the Hague Rules as enacted in the country of destination apply compulsorily to this
Contract.
Page 619
The Protocol signed at Brussels on 21 December 1979 ("the SDR Protocol 1979") shall apply where the Hague-Visby
Rules apply, whether mandatorily or by this Contract.
The Carrier shall in no case be responsible for loss of or damage to cargo arising prior to loading, after discharging, or
while the cargo is in the charge or another carrier, or with respect to deck cargo and live animals.
Legal Topics:
Admiralty LawShippingBills of LadingStipulationsAdmiralty LawShippingRegulations & StatutesCarriage of Goods by
Sea ActChoice of Law
Page 620

FORM No. 24-45 BIMCO STANDARD LAW & ARBITRATION CLAUSES 1998
English Law, London Arbitration
This Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in
connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or
any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this
Clause.
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrators
and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator
sole arbitrator.
In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties
Page 621
U.S. Law, New York Arbitration
This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime
Law of the United States and any dispute arising out of or in connection with this Contract 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
rules of the Society of Maritime Arbitrators, Inc. In cases where neither the claim nor any counterclaim exceeds the sum
of USD50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the
Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration
Law and Place of Arbitration as Mutually Agreed
This Contract shall be governed by and construed in accordance with the laws of the place mutually agreed by the
parties and any dispute arising out of or in connection with this Contract shall be referred to arbitration at a mutually
Legal Topics:
Admiralty LawArbitrationGeneral OverviewAdmiralty LawShippingRegulations & StatutesCarriage of Goods by Sea
ActChoice of Law
Page 622

FORM No. 24-46 US Customs-Trade Partnership Against Terrorism (C-TPAT) Clausen*
The Charterers have voluntarily signed the C-TPAT Agreement with the US Customs Service.
The Owners, Master and Crew will use reasonable efforts to assist the Charterers to comply with their obligations under
the C-TPAT Agreement. However, under no circumstances shall the Owners, Master and Crew be liable for any delays,
losses, or damages howsoever arising out of any failure to meet the requirements of the C-TPAT Agreement signed by
the Charterers.
The Charterers agree to indemnify and hold the Owners, Master and Crew harmless for nay claims made against the
Owners, Master and Crew or for any delays, losses, damages, expenses or penalties suffered by the Owners arising out
of the C-TPAT Agreement signed by the Charterers.
Legal Topics:
Admiralty LawCharterpartiesCharter ContractsGeneral Overview
FOOTNOTES:
Page 623

FORM No. 24-47 U.S. Security Clause for Voyage Charteringn*
If the Vessel calls in the United States, including any U.S. Territory, the following provisions shall apply with respect to
Reporting
The Vessel or its agents shall report and send all notices as required to obtain entry and exit clearances from the relevant
U.S. authorities.
Any delay caused by the failure to so report shall be for the Owners' account, unless such failure to report is caused by
or attributable to the Charterers or their representatives or agents including but not limited to the shipper and/or receiver
of the cargo.
Clearances
Unless caused by the Owners' negligence, any delay suffered or time lost in obtaining the entry and exit clearances from
the relevant U.S. authorities shall count as laytime or time on demurrage.
Expenses
Any expenses or additional fees relating to the cargo, even if levied against the Vessel, that arise out of security
measures imposed at the loading and/or discharging port and/or any other port to which the Charterers order the Vessel,
shall be for the Charterers' account.
Notice of Readiness
Notwithstanding anything to the contrary contained in this Charter Party the Vessel shall be entitled to tender Notice of
Page 624
Readiness whether cleared for entry or not by any relevant U.S. authority.
U.S. Security Clause for Time Chartering
If the Vessel calls in the United States including any U.S. Territory, the following provisions shall apply with respect to
Notwithstanding anything else contained in this Charter Party all costs or expenses arising out of or related to security
regulations or measures required by any U.S. authority including, but not limited to, security guards, launch service, tug
escorts, port security fees or taxes and inspections, shall be for the Charterers' account unless such costs or expenses
result solely from the Owners' negligence.
U.S. Customs 24 Hours Rule Clause for Voyage Charter Parties
(a) If loading cargo destined for the US or passing through US ports in transit, the Charterers shall:
(i) Provide all necessary information, upon request by the Owners, to the Owners and/or
their agents to enable them to submit a timely and accurate cargo declaration directly to
the US Customs; or
(ii) If permitted by US Customs Regulations (19 CFR 4.7) or any subsequent

amendments thereto, submit a cargo declaration directly to the US Customs and provide
the Owners with a copy thereof.
In all circumstances, the cargo declaration must be submitted to the U. S. Customs latest 24 hours in
advance of loading.
(b) The Charterers assume liability for and shall indemnify, defend and hold harmless the Owners against
any loss and/or damage whatsoever (including consequential loss and/or damage) and any expenses,
fines, penalties and all other claims of whatsoever nature, including but not limited to the legal costs,
arising from Charterers' failure to comply with the provisions of sub-clause (a).
(c) If the Vessel is detained, attached, seized or arrested as a result of the Charterers' failure to comply
with the provisions of sub-clause (a), the Charterers shall provide a bond or other security to ensure the
prompt release of the Vessel. All time used or lost until the Vessel is free to leave any port of call shall
count as laytime or, if the vessel is already on demurrage, time on demurrage.
U.S. Customs 24 Hours Rule Clause for Time Charter Parties
(a) If loading cargo destined for the US or passing through US ports in transit, the Charterers shall:
(i) Provide all necessary information, upon request by the Owners, to the Owners and/or
their agents to enable them to submit a timely and accurate cargo declaration directly to
the US Customs; or
(ii) If permitted by US Customs Regulations (19 CFR 4.7) or any subsequent

amendments thereto, submit a cargo declaration directly to the US Customs and provide
the Owners with a copy thereof.
In all circumstances, the cargo declaration must be submitted to the U. S. Customs latest 24 hours in
Page 625
advance of loading.
(b) The Charterers assume liability for and shall indemnify, defend and hold harmless the Owners against
any loss and/or damage whatsoever (including consequential loss and/or damage) and any expenses,
fines, penalties and all other claims of whatsoever nature, including but not limited to the legal costs,
arising from Charterers' failure to comply with the provisions of sub-clause (a).
(c) If the Vessel is detained, attached, seized or arrested as a result of the Charterers' failure to comply
with the provisions of sub-clause (a), the Charterers shall provide a bond or other security to ensure the
prompt release of the Vessel. Notwithstanding any other provision in this Charter Party to the contrary,
the Vessel shall remain on hire.
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ChartersAdmiralty LawCharterpartiesTypesVoyage ChartersAdmiralty LawShippingRegulations & StatutesLicensing
& RegistrationAdmiralty LawCharterpartiesCharter ContractsGeneral Overview
FOOTNOTES:
Page 626

FORM No. 24-48 BIMCO ISPS CLAUSE FOR TIME CHARTER PARTIESn*
(a)(i) From the date of coming into force of the International Code for the Security of Ships and of Port Facilities and
the relevant amendments to Chapter XI of SOLAS (ISPS Code) in relation to the Vessel and thereafter during the
currency of this Charter Party, the Owners shall procure that both the Vessel and "the Company" (as defined by the
ISPS Code) shall comply with the requirements of the ISPS Code relating to the Vessel and "the Company". Upon
request the Owners shall provide a copy of the relevant International Ship Security Certificate (or the Interim
International Ship Security Certificate) to the Charterers. The Owners shall provide the Charterers with the full style
contact details of the Company Security Officer (CSO).
(ii) Except as otherwise provided in this Charter Party, loss, damage, expense or delay, excluding consequential loss,
caused by failure on the part of the Owners or "the Company" to comply with the requirements of the ISPS Code or this
Clause shall be for the Owners' account.
(b)(i) The Charterers shall provide the CSO and the Ship Security Officer (SSO)/Master with their full style contact
details and, where sub-letting is permitted under the terms of this Charter Party, shall ensure that the contact details of
all sub-Charterers are likewise provided to the CSO and the SSO/Master. Furthermore, the Charterers shall ensure that
all sub-charter parties they enter into during the period of this Charter Party contain the following provision:
"The Charterers shall provide the Owners with their full style contact details and, where sub-letting is permitted under
the terms of the charter party, shall ensure that the contact details of all sub-charterers are likewise provided to the
Owners".
caused by failure on the part of the Charterers to comply with this Clause shall be for the Charterers' account.
(c) Notwithstanding anything else contained in this Charter Party all delay, costs or expenses whatsoever arising out of
Page 627
or related to security regulations or measures required by the port facility or any relevant authority in accordance with
the ISPS Code including, but not limited to, security guards, launch services, tug escorts, port security fees or taxes and
inspections, shall be for the Charterers' account, unless such costs or expenses result solely from the Owners'
negligence. All measures required by the Owners to comply with the Ship Security Plan shall be for the Owners'
account.
(d) If either party makes any payment which is for the other party's account according to this Clause, the other party
BIMCO ISPS CLAUSE FOR VOYAGE CHARTER PARTIES
(A) (i) From the date of coming into force of the International Code for the Security of Ships and of Port Facilities and
the relevant amendments to Chapter XI of SOLAS (ISPS Code) in relation to the Vessel, the Owners shall procure that
both the Vessel and "the Company" (as defined by the ISPS Code) shall comply with the requirements of the ISPS Code
relating to the Vessel and "the Company". Upon request the Owners shall provide a copy of the relevant International
Ship Security Certificate (or the Interim International Ship Security Certificate) to the Charterers. The Owners shall
provide the Charterers with the full style contact details of the Company Security Officer (CSO).
(B) (i) The Charterers shall provide the CSO and the Ship Security Officer (SSO)/Master with their full style contact
details and any other information the Owners require to comply with the ISPS Code.
(ii) Except as otherwise provided in this Charter Party, loss, damage, expense, excluding consequential loss, caused by
failure on the part of the Charterers to comply with this Clause shall be for the Charterers' account and any delay caused
by such failure shall be compensated at the demurrage rate.
(C) Provided that the delay is not caused by the Owners' failure to comply with their obligations under the ISPS Code,
(i) Notwithstanding anything to the contrary provided in this Charter Party, the Vessel shall be entitled to tender Notice
of Readiness even if not cleared due to applicable security regulations or measures imposed by a port facility or any
relevant authority under the ISPS Code.
(ii) Any delay resulting from measures imposed by a port facility or by any relevant authority under the ISPS Code shall
count as laytime or time on demurrage if the Vessel is on laytime or demurrage. If the delay occurs before laytime has
started or after laytime or time on demurrage has ceased to count, it shall be compensated by the Charterers at the
demurrage rate.
(D) Notwithstanding anything to the contrary provided in this Charter Party, any additional costs or expenses
whatsoever solely arising out of or related to security regulations or measures required by the port facility or any
relevant authority in accordance with the ISPS Code including, but not limited to, security guards, launch services, tug
escorts, port security fees or taxes and inspections, shall be for the Charterers' account, unless such costs or expenses
result solely from the Owners' negligence. All measures required by the Owners to comply with the Ship Security Plan
shall be for the Owners' account.
(E) If either party makes any payment which is for the other party's account according to this Clause, the other party
Page 628
Legal Topics:
Admiralty LawCharterpartiesTypesTime ChartersAdmiralty LawCharterpartiesTypesVoyage Charters
FOOTNOTES:
Page 629

FORM No. 24-49 BIMCO ISPS CLAUSE FOR VOYAGE CHARTER PARTIESn*
(a)(i) From the date of coming into force of the International Code for the Security of Ships and of Port Facilities and
the relevant amendments to Chapter XI of SOLAS (ISPS Code) in relation to the Vessel, the Owners shall procure that
both the Vessel and "the Company" (as defined by the ISPS Code) shall comply with the requirements of the ISPS Code
relating to the Vessel and "the Company". Upon request the Owners shall provide a copy of the relevant International
Ship Security Certificate (or the Interim International Ship Security Certificate) to the Charterers. The Owners shall
provide the Charterers with the full style contact details of the Company Security Officer (CSO).
(b)(i) The Charterers shall provide the CSO and the Ship Security Officer (SSO)/Master with their full style contact
details and any other information the Owners require to comply with the ISPS Code.
(ii) Except as otherwise provided in this Charter Party, loss, damage, expense, excluding consequential loss, caused by
failure on the part of the Charterers to comply with this Clause shall be for the Charterers' account and any delay caused
by such failure shall be compensated at the demurrage rate.
(c) Provided that the delay is not caused by the Owners' failure to comply with their obligations under the ISPS Code,
(i) Notwithstanding anything to the contrary provided in this Charter Party, the Vessel shall be entitled to tender Notice
of Readiness even if not cleared due to applicable security regulations or measures imposed by a port facility or any
relevant authority under the ISPS Code.
Page 630
(ii) Any delay resulting from measures imposed by a port facility or by any relevant authority under the ISPS Code
shall count as laytime or time on demurrage if the Vessel is on laytime or demurrage. If the delay occurs before laytime
has started or after laytime or time on demurrage has ceased to count, it shall be compensated by the Charterers at the
demurrage rate.
(d) Notwithstanding anything to the contrary provided in this Charter Party, any additional costs or expenses
whatsoever solely arising out of or related to security regulations or measures required by the port facility or any
relevant authority in accordance with the ISPS Code including, but not limited to, security guards, launch services, tug
escorts, port security fees or taxes and inspections, shall be for the Charterers' account, unless such costs or expenses
result solely from the Owners' negligence. All measures required by the Owners to comply with the Ship Security Plan
shall be for the Owners' account.
(e) If either party makes any payment which is for the other party's account according to this Clause, the other party
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ChartersAdmiralty LawCharterpartiesTypesVoyage ChartersAdmiralty LawShippingRegulations & StatutesLicensing
& Registration
FOOTNOTES:
Page 631

FORM No. 24-50 BIMCO AMS Clause for Time Charter Partiesn*
(a) If the Vessel loads or carries cargo destined for the US or passing through US ports in transit, the Charterers shall
comply with the current US Customs regulations (19 CFR 4.7) or any subsequent amendments thereto and shall
undertake the role of carrier for the purposes of such regulations and shall, in their own name, time and expense:
i) Have in place a SCAC (Standard Carrier Alpha Code);
ii) Have in place an ICB (International Carrier Bond);
iii) Provide the Owners with a timely confirmation of i) and ii) above; and
iv) Submit a cargo declaration by AMS (Automated Manifest System) to the US Customs and provide the Owners at
the same time with a copy thereof.
(b) The Charterers assume liability for and shall indemnify, defend and hold harmless the Owners against any loss
and/or damage whatsoever (including consequential loss and/or damage) and/or any expenses, fines, penalties and all
other claims of whatsoever nature, including but not limited to legal costs, arising from the Charterers' failure to comply
with any of the provisions of sub-clause (a). Should such failure result in any delay then, notwithstanding any provision
in this Charter Party to the contrary, the Vessel shall remain on hire.
(c) If the Charterers' ICB is used to meet any penalties, duties, taxes or other charges which are the responsibility of the
Owners, the Owners shall promptly reimburse the Charterers for those amounts.
(d) The assumption of the role of carrier by the Charterers pursuant to this Clause and for the purpose of the US
Customs Regulations (19 CFR 4.7) shall be without prejudice to the identity of carrier under any bill of lading, other
contract, law or regulation.
Page 632
Legal Topics:
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TaxesCustom Duties
FOOTNOTES:
Page 633

FORM No. 24-51 BIMCO AMS Clause for Voyage Charter Partiesn*
(a) If the Vessel loads or carries cargo destined for the US or passing through US ports in transit, the Owners shall
comply with the current US Customs regulations (19 CFR 4.7) or any subsequent amendments thereto and shall
undertake the role of carrier for the purposes of such regulations and shall, in their own name, time and expense:
i) Have in place a SCAC (Standard Carrier Alpha Code);
ii) Have in place an ICB (International Carrier Bond); and
iii) Submit a cargo declaration by AMS (Automated Manifest System) to the US Customs.
(b) The Charterers shall provide all necessary information to the Owners and/or their agents to enable the Owners to
submit a timely and accurate cargo declaration.
The Charterers shall assume liability for and shall indemnify, defend and hold harmless the Owners against any loss
and/or damage whatsoever (including consequential loss and/or damage) and/or any expenses, fines, penalties and all
other claims of whatsoever nature, including but not limited to legal costs, arising from the Charterers' failure to comply
with any of the provisions of this sub-clause. Should such failure result in any delay then, notwithstanding any provision
in this Charter Party to the contrary, all time used or lost shall count as laytime or, if the Vessel is already on demurrage,
time on demurrage.
(c) The Owners shall assume liability for and shall indemnify, defend and hold harmless the Charterers against any loss
and/or damage whatsoever (including consequential loss and/or damage) and any expenses, fines, penalties and all other
claims of whatsoever nature, including but not limited to legal costs, arising from the Owners' failure to comply with
any of the provisions of sub-clause (a). Should such failure result in any delay then, notwithstanding any provision in
this Charter Party to the contrary, all time used or lost shall not count as laytime or, if the Vessel is already on
Page 634
demurrage, time on demurrage.
(d) The assumption of the role of carrier by the Owners pursuant to this Clause and for the purpose of the US Customs
Regulations (19 CFR 4.7) shall be without prejudice to the identity of carrier under any bill of lading, other contract,
law or regulation.
Legal Topics:
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TaxesCustom Duties
FOOTNOTES:
Page 635

FORM No. 24-52 BIMCO Fuel Sulphur Content Clause for time Charter Partiesn*
Notwithstanding anything else contained in this Charter Party, the Charterers shall supply fuels of such specifications
and grades to permit the Vessel, at all times, to meet the maximum sulphur content requirements of any emission
control zone when the Vessel is trading within that zone. The Charterers shall indemnify, defend and hold harmless the
Owners in respect of any loss, liability, delay, fines, costs or expenses arising or resulting from the Charterers' failure to
comply with this Clause.
For the purpose of this Clause, "emission control zone" shall mean zones as stipulated in MARPOL Annex VI and/or
zones regulated by regional and/or national authorities such as, but not limited to, the EU and the US Environmental
Agency.
Legal Topics:
Environmental LawAir QualityGeneral OverviewAdmiralty LawCharterpartiesTypesTime ChartersAdmiralty
LawCharterpartiesCharter ContractsGeneral Overview
FOOTNOTES:
Page 636

FORM No. 24-53 BOXCHANGE Standard Container Interchange Agreement
1. Definitions n*
Depreciated Value means the amount agreed to be paid by the User to the Supplier as replacement for Equipment lost
or damaged beyond repair. Depreciation shall commence from the date that the Equipment was manufactured as stated
on the International Convention for Safe Containers (CSC) Safety Approval Plate.
Direct Interchange means the transfer of Leased Equipment between the Supplier and User both having a lease
agreement with the same Lessor whereby at the time of transfer the User assumes the responsibility for such Equipment
under its own lease agreement with the Lessor.
Equipment means freight containers as defined by the International Organization for Standardization (ISO) and/or
related equipment, such as clip-ons.
Latent Defect means any defect that is not, or was not, apparent at the time of interchange of the Equipment, arising
from any event occurring before interchange, including but not limited to a defect in the design, material, manufacture,
workmanship, modification or maintenance.
Leased Equipment means Equipment on lease to the Supplier or the User from a third party Lessor.
Lessor means a third party who has entered into a lease agreement with the Supplier and/or User in respect of
Equipment.
Owned Equipment means Equipment owned by the Supplier and/or User or by any of their affiliated companies.
Replacement Value means the purchase value of new Equipment of the same type on the date of replacement.
Page 637
Supplier means the party supplying the Equipment to the other party.
User means the party utilizing the Equipment supplied by the Supplier.
Wear and Tear means the unavoidable loss or deterioration in value or damage sustained to Equipment in the course of
continued normal use and which may affect the cosmetic appearance of Equipment and by accumulation or degree may
eventually affect the integrity of Equipment. Wear and Tear shall include, but not be limited to
(i) Corrosion of metal components not due to contact with foreign substances;
(ii) Delamination or rot of wooden components, such as general deterioration of floor, including
expansion, shrinkage or warping;
(iii) Colour fading or adhesion failure of decals;
(iv) Loose or missing parts or marking, except those that are normally removable, in the absence of
evidence or accompanying damage;
(v) General paint failure or fading not due to contamination;
(vi) General wear and deterioration at corner fittings;
(vii) General deterioration at door gasket and fitting, including loose and corroded fittings or loose
fittings arising from normal deterioration of doors;
(viii) Scratches to metal.
2. Duration of the Agreement
(a) All terms and conditions of this Agreement shall take effect from the date stated in Box 1 and shall remain in force
until all Equipment has been redelivered or has been found damaged beyond economical repair (estimate exceeding the
Depreciated Value) or has been declared physically lost and the Depreciated Value has been paid by the User.
(b) Unless otherwise agreed by the Parties, the Equipment is to be used on a trip basis to counter-balance the mutual
Equipment demand and surplus situation.
3. Condition of Equipment on Delivery
(a) The Supplier warrants that at the time of delivery the Equipment shall be in a good and serviceable condition and
shall have been designed, manufactured, tested and maintained in compliance with the regulations and standards
detailed hereinafter:
(i) InternationalOrganization for Standardization (ISO)--Specifications and Classification Series 1

Freight Containers;
(ii) International Convention for Safe Containers (CSC) of 1972 or any amendment thereof;
(iii) Customs Convention on Containers of 1956 and 1972 or any amendment thereof;
Page 638
(iv) Australian Quarantine Regulations in respect of Timber Component Treatment;
(v) Unified Container Inspection and Repair Criteria/ Refrigerated Container Inspection and Repair
Criteria (UCIRC/RCIRC) or any amendments thereto or as may otherwise be agreed in Box 5.
(b) The Supplier warrants that the Equipment is delivered free from all liens and encumbrances.
(c) The Supplier warrants that all Equipment delivered is operated under CSC Approved Continuous Examination
Programme (ACEP).
(d) The User may appoint a surveyor to inspect the Equipment prior to the interchange. The Supplier shall make the
Equipment available for this inspection. The surveyor shall apply the standards set out in the latest edition of
UCIRC/RCIRC or as may otherwise be agreed in Box 5. The surveyor's report of the condition of the Equipment prior
to the interchange shall be prima facie evidence of the condition of the Equipment at the time of the interchange.
(e) In the event of mis-picks or interchange of loaded Equipment, this Equipment shall be interchanged on "as is" basis
and sub-clause 3(a)(v) shall not apply.
4. Condition of Equipment on Redelivery
(a) The Equipment shall be redelivered in UCIRC/ RCIRC condition or as may be otherwise agreed in accordance with
in Box 5, Wear and Tear excepted, and unless advised by the Supplier to the contrary in accordance with sub-clause
4(b), the Equipment shall be deemed to have been redelivered in undamaged condition.
Except for Equipment interchanged loaded with cargo, the User shall be responsible for cleaning Equipment prior to
redelivery or for the costs of cleaning. The User shall not be responsible for internal damage to Equipment interchanged
loaded with cargo.
(b) In the event Equipment is redelivered in a damaged condition, the Supplier shall within the number of working days
stated in Box 6 give notice to the User by providing a detailed estimate of repairs.
(i) In the event the repairs are covered by franchise the amount of which shall be stated in Box 8, the
repair costs exceeding the franchise shall be paid by the User or
(ii) When there is no franchise the repair costs shall be based on a repair estimate of each piece of
Equipment or
(iii) If the repairs are covered by a lumpsum per piece of Equipment the amount for each piece of
Equipment shall be stated in Box 7 or
(iv) In the event that repair costs exceed the Depreciated Value the User shall pay to the Supplier the
Depreciated Value. Using the appropriate values stated in Box 4, the Depreciated Value for Owned
Equipment shall be the amount determined by depreciating the Replacement Value by the Depreciation
Rate per annum. The Depreciated Value shall be no less than the Residual Value. For Leased Equipment
the User or Supplier shall reimburse the Depreciated Value as calculated by the third party, unless
otherwise agreed.
(c) If the User does not respond to the Supplier within the number of working days stated in Box 6 of receiving the
detailed estimate of repairs, the User shall pay for the said repairs, at the amount specified in the estimate, which shall
not exceed the Depreciated Value as calculated in accordance with Sub-clause 4(b).
Page 639
(d) If the User disagrees with the estimate of repair costs or disagrees that any item therein should be for the User's
account, the User shall detail his objections by notice to the Supplier within the period stated in Box 6. In the event of a
continuing dispute the parties shall within 10 working days of the date of that notice appoint a joint surveyor who will
survey the Equipment and review the estimate of repairs. The Supplier and User agree to be bound by the decision of
the joint surveyor as to the extent of the repairs payable by the User and the reasonable cost thereof and to share the cost
of the survey.
(e) All damages shall be defined in accordance with the latest Inspection and Repair Criteria as per UCIRC/. RCIRC or
as may otherwise be agreed in accordance with Box 5 and all repairs shall be performed in accordance with the Institute
of International Container Lessors (IICL) Repair Manual.
5. Delivery and Redelivery Procedures
(a) The User shall pick up Equipment from any of the agreed Supplier's depots. All depot and handling charges shall be
for the Supplier's account, unless otherwise agreed in Box 9.
Any transport cost or charges for transport from or to the Supplier's depot are for the User's account. At the request of
the Supplier or the User, an Equipment Interchange Receipt (EIR) shall be signed evidencing the delivery or redelivery
of the Equipment. Pre-trip inspection on the delivery of Reefer Equipment shall be conducted by a surveyor appointed
and paid for by the User. Post-trip inspections on the redelivery of Reefer Equipment shall be conducted by a surveyor
appointed and paid for by the Supplier.
(b) The Supplier shall inform the depot of the intended delivery to the User.
(c) Subject to the terms of this Agreement, the User may redeliver any Equipment to any of the Supplier's depots
designated in Annex A which may contain permissible redelivery quota and drop-off charges, or as may from time to
time be mutually agreed. Redelivery will terminate this Interchange Agreement insofar as it relates to the redelivered
Equipment.
(d) The User shall endeavour to give advance notice to the Supplier of the intended redelivery of the Equipment.
(e) The Supplier shall nominate the depot in the place where the User shall redeliver the Equipment as per the
Supplier's Redelivery Schedule in Annex B.
6. Payment of Rent and other Charges
(a) In consideration for interchange of the Equipment from the Supplier, the User shall, as from the pick-up date, pay to
the Supplier, as rent, the daily rate specified in Box 4, as well as any other charges which may be agreed upon and
enumerated in Box 9. The User's obligations to pay rent will cease on the day after redelivery into any of the Supplier's
designated depots.
(b) An invoice shall be sent monthly to the User's address.
(c) Payment shall be made by the User within the number of running days stated in Box 10.
(d) The User shall, within the number of days stated in Box 6, give written notice to the Supplier of any disputed items
on the Supplier's invoice. The Supplier will reconcile disputed items within 30 running days of the date of the invoice
providing supporting documents for such items or by issuing an appropriate adjustment of the invoice. Notification of
disputed items shall not prejudice the obligation of the User to pay the invoices in full within the number of days stated
Page 640
in Box 10 after receipt.
7. Taxes, Dues and Charges
The User shall pay all taxes, dues and charges levied on or against the Equipment arising out of or in connection with
the use of the Equipment. The Supplier shall pay all taxes, dues and charges levied on or against the Equipment arising
out of or in connection with the ownership of the Equipment.
8. Termination of Agreement
(a) Either party may terminate this Agreement at any, time in writing.
(b) The User may terminate this Agreement in writing with immediate effect insofar as it relates to any Equipment
(i) the use of which shall have been curtailed or obstructed by any legislation or regulation of any
Government or statutory body of any country where the User wishes to use said Equipment, or;
(ii) which is shown to have Latent Defects such that it is unsafe or unsuitable for continued use.
Such Equipment shall be returned to the Supplier as soon as is practicable in accordance with Clause 5(b).
9. Build-down Period
On the first day of the month following termination of the Agreement as per Clause 8(a) the build-down period as per
Box 11 shall commence, during which time all the Equipment shall be redelivered to the Supplier. For Equipment still
being used after the build-down period, the Supplier may at his discretion either increase the daily rate as per Box 4 or
he may invoice the User for the Depreciated Value of the Equipment
10. Insolvency
(a) Both the User and the Supplier shall be entitled to terminate this Agreement in the event of an order being made or
resolution passed for the winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than for the
purpose of reconstruction or amalgamation) or if a receiver is appointed, or if the other party suspends payment, ceases
to carry on business or makes any special arrangement with their creditors.
(b) If the Supplier terminates this Agreement according to sub-clause 10(a), the Supplier shall have the right to take
immediate possession of all empty Equipment supplied to the User under this Agreement.
(c) Should the Supplier obtain the right to immediate possession of any empty Equipment covered by this Agreement,
then the User must, upon written notice from the Supplier, notify the Supplier of the exact location of all Equipment
leased to him under this Agreement and promptly redeliver all such empty Equipment to the nearest Supplier's depot
unless otherwise agreed.
11. Lien
The Equipment is supplied for the purpose of intermodal operations in international trade and may be used for the
carriage of lawful goods by sea as well as in inland transport including the handling at terminals and inland depots and
freight stations. The Equipment is not designated for use on any particular vessel and consequently no lien, maritime,
statutory, possessory or otherwise, securing the obligations under this Agreement may be attached to any vessel
connected in any way with the User.
Page 641
The Supplier is relying solely upon the credit of the User in supplying Equipment under this Agreement.
12. Liabilities and Indemnity
(a) The User shall be liable to the Supplier for the actual or constructive total loss of, or damage to any Equipment
occurring during the period of this Agreement.
The User shall immediately notify the Supplier in writing of any actual or constructive total loss of any Equipment and
upon such notice the User's obligations to pay rent shall cease. In the event that such actual or constructive total loss
occurs, the User shall be promptly invoiced therefor and pay to the Supplier the Depreciated Value of such Equipment
which constitutes the transfer of ownership of said Equipment.
Should the User later determine that Equipment previously declared lost has been recovered, the Supplier will, at the
request of the User, reimburse any previously paid Replacement Value/ Depreciated Value less any rent accrued from
the date the Equipment was declared lost if the recovery date is within twelve months of the total loss declaration.
(b) The Supplier and/or User shall defend, indemnify and hold the other Party harmless for any and all claims, losses,
expenses, costs or damages (including without limitation all reasonable expenses in defending any claim or suit or
enforcing this indemnity, such as court costs, attorney's fees, and other expenses) arising or alleged to arise directly or
indirectly or incidentally out of:
(i) any failure of the User and/or Supplier to comply with its obligations under this Agreement;
(ii) The User shall indemnify the Supplier for any claim, whether private or governmental, for injury or
death to persons (including employees of the Supplier) and for loss of or damage to property, cargo
and/or vessels and/or means of transport, arising out of or incident to the possession, leasing, operation,
control or use of the Equipment by the User.
(iii) The Supplier shall indemnify the User for any claim, whether private or governmental, for injury or
death to persons (including employees of the User) and for loss of or damage to property, cargo and/or
vessels and/or means of transport, arising out of or incident to the ownership, manufacture, design or
supply of the Equipment.
(c) Each party undertakes to give to the other party immediate notice of claims or actions arising under this Clause, and
to assist in the handling of any and all such claims or actions.
13. Direct Interchange
The User shall take over all Equipment owned by commercial third party Lessors after 365 days from the date of
interchange by Direct Interchange in accordance with the User's Master-Lease contracts.
14. Insurance
The User and Supplier agrees to procure and maintain in full force and effect during the term of this Agreement, at their
sole cost, general liability insurance to a minimum limit as stipulated in Box 12 for any one occurrence, to cover third
party bodily injury and property damage. Any and all deductibles under the terms of the foregoing insurances shall be
for the Supplier and/or Users' own account. On request, the Supplier and/or Users shall provide evidence of the
insurances.
Should a party fail to procure or maintain any of the required insurances, or by act or omission vitiate or invalidate any
Page 642
of such insurances, that party shall indemnify the other party to the extent the other party suffers or incurs loss, damage,
liability or expense as a consequence of such failure, act or omission.
* (a) This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and
send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator
sole arbitrator.
(b) This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the
decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be
(c) This Agreement shall be governed by and construed in accordance with the laws of the place mutually agreed by the
parties and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at a mutually
shall apply:--
(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to
mediation by service on the other party of a written notice (the "Mediation Notice") calling on the other
Page 643
party to agree to mediation.
(ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm
that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further
14 calendar days, failing which on the application of either party a mediator will be appointed promptly
by the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal may designate for that
purpose. The mediation shall be conducted in such place and in accordance with such procedure and on
such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.
(iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal
and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the
parties.
(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it
considers necessary to protect its interest.
(v) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure
shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into
account when setting the timetable for steps in the arbitration.
(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs
incurred in the mediation and the parties shall share equally the mediator's costs and expenses.
(vii) The mediation process shall be without prejudice and confidential and no information or documents
disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under
the law and procedure governing the arbitration.
(Note:
(e) If Box 13 in PART I is not appropriately filled in, sub-clause (a) of this Clause shall apply. Sub-clause 15(d) shall
apply in all cases.
*) Sub-clauses 15(a), 15(b) and 15(c) are alternatives; indicate alternative agreed in Box 13.
16. Notices
(a) All notices given by either party or their agents to the other party or their agents in accordance with the provisions
of this Agreement shall be in writing.
(b For the purposes of this Agreement, "in writing" shall mean any method of legible communication. A notice may be
personal service.
Legal Topics:
Admiralty LawShippingCarrier Duties & ObligationsCargo Care & StowageGeneral OverviewAdmiralty
FOOTNOTES:
Page 644

Page 645

FORM No. 24-54 WAR RISKS CLAUSE FOR VOYAGE CHARTERING 2004
Code Name: VOYWAR 2004 n*
managers or other operators who are charged with the management of the Vessel, and the
Master; and
(ii) "War Risks" shall include any actual, threatened or reported:
War; act of war; civil war; hostilities; revolution; rebellion; civil commotion; warlike
operations; laying of mines; acts of piracy; acts of terrorists; acts of hostility or malicious
damage; blockades (whether imposed against all vessels or imposed selectively against
vessels of certain flags or ownership, or against certain cargoes or crews or otherwise
howsoever); by any person, body, terrorist or political group, or the Government of any
state whatsoever, which, in the reasonable judgement of the Master and/or the Owners,
may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo,
(b) If at any time before the Vessel commences loading, it appears that, in the reasonable judgement of
the Master and/or the Owners, performance of the Contract of Carnage, or any part of it, may expose, or
is likely to expose, the Vessel, her cargo, crew or other persons on board the Vessel to War Risks, the
Owners may give notice to the Charterers cancelling this Contract of Carriage, or may refuse to perform
such part of it as may expose, or may be likely to expose, the Vessel, her cargo, crew or other persons on
board the Vessel to War Risks; provided always that if this Contract of Carriage provides that loading or
Page 646
the Vessel, her cargo, crew, or other persons onboard the Vessel may be exposed, or may be likely to be
exposed, to War Risks, the Owners shall first require the Charterers to nominate any other safe port
which lies within the range for loading or discharging, and may only cancel this Contract of Carriage if
the Charterers shall not have nominated such safe port or ports within 48 hours of receipt of notice of
such requirement.
(c) The Owners shall not be required to continue to load cargo for any voyage, or to sign Bills of Lading
for any port or place, or to proceed or continue on any voyage, or on any part thereof, or to proceed
through any canal or waterway, or to proceed to or remain at any port or place whatsoever, where it
appears, either after the loading of the cargo commences, or at any stage of the voyage thereafter before
the discharge of the cargo is completed, that, in the reasonable judgement of the Master and/or the
Owners, the Vessel, her cargo (or any part thereof), crew or other persons on board the Vessel (or anyone
or more of them) may be, or are likely to be, exposed to War Risks. If it should so appear, the Owners
may by notice request the Charterers to nominate a safe port for the discharge of the cargo or any part
thereof, and if within 48 hours of the receipt of such notice, the Charterers shall not have nominated such
a port, the Owners may discharge the cargo at any safe port of their choice (including the port of loading)
in complete fulfilment of the Contract of Carriage. The Owners shall be entitled to recover from the
the loading port, to receive the full freight as though the cargo had been earned to the discharging port
(d) If at any stage of the voyage after the loading of the cargo commences, it appears that, in the
reasonable judgement of the Master and/or the Owners, the Vessel, her cargo, crew or other persons on
board the Vessel may be, or are likely to be, exposed to War Risks on any part of the route (including
any canal or waterway) which is normal1y and customarily used in a voyage of the nature contracted for,
and there is another longer route to the discharging port, the Owners shall give notice to the Charterers
(e) (i) The Owners may effect war risks insurance in respect of the Hull and Machinery of
the Vessel and their other interests (including, but not limited to, loss of earnings and
detention, the crew and their Protection and Indemnity Risks), and the premiums and/or
calls therefor shall be for their account.
calls because, pursuant to the Charterers' orders, or in order to fulfil the Owners'
obligation under this Charter Party, the Vessel is within, or is due to enter and remain
within, or pass through any area or areas which are specified by such Underwriters as
being subject to additional premiums because of War Risks, then the actual premiums
and/or calls paid shall be reimbursed by the Charterers to the Owners within 14 days after
receipt of the Owners' invoice. If the Vessel discharges all of her cargo within an area
subject to additional premiums as herein set forth, the Charterer shall reimburse the
Owners for the actual additional premiums paid which may accrue from completion of
discharge until the Vessel leaves such area or areas referred to above. The Owners shall
leave the area as soon as possible after completion of discharge.
Page 647
(f) The Vessel shall have liberty:-
(i) to comply with all orders, directions, recommendations or advice as to departure,

delivery or in any way whatsoever which are given by the Government of the Nation
under whose flag the Vessel sails, or other Government to whose laws the Owners are
subject, or any other Government which so requires, or any body or group acting with the
power to compel compliance with their orders or directions;
(ii) to comply with the orders, directions or recommendations of any war risks
insurance;
their enforcement;
(iv) to discharge at any other port any cargo or part thereof which may render the Vessel
board the Vessel when there is reason to believe that they may be subject to internment,
imprisonment or other sanctions;
(vi) where cargo has not been loaded or has been discharged by the Owners under any
provisions of this Clause, to load other cargo for the Owners' own benefit and carry it to
any other port or ports whatsoever, whether backwards or forwards or in a contrary
direction to the ordinary or customary route.
(g) If in compliance with any of the provisions of sub-clauses (b) to (f) of this Clause anything is done or
not done, such shall not be deemed to be a deviation, but shall be considered as due fulfilment of the
Contract of Carriage.
Legal Topics:
Admiralty LawCharterpartiesTypesVoyage ChartersAdmiralty LawCharterpartiesCharter ContractsGeneral Overview
FOOTNOTES:
Page 648

FORM No. 24-55 WAR RISKS CLAUSE FOR TIME CHARTERS 2004
Code Name: CONWARTIME 2004 n*
managers or other operators who are charged with the management of the Vessel, and the
Master; and
(ii) "War Risks" shall include any actual, threatened or reported:
war; act of war; civil war; hostilities; revolution; rebellion; civil commotion; warlike
operations; laying of mines; acts of piracy; acts of terrorists; acts of hostility or malicious.
damage; blockades (whether imposed against all vessels or imposed selectively against
vessels of certain flags or ownership, or against certain cargoes or crews or otherwise
howsoever); by any person, body, terrorist or political group, or the Government of any
state whatsoever, which, in the reasonable judgement of the Master and/or the Owners,
may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo,
(b) The Vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or
required to continue to or through, any port, place, area or zone (whether of land or sea), or any
waterway or canal, where it appears that the Vessel, her cargo, crew or other persons on board the
Vessel, in the reasonable judgement of the Master and/or the Owners, may be, or are likely to be,
exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes
dangerous, or is likely to be or to become dangerous, after her entry into it, she shall be at liberty to leave
Page 649
it.
(c) The Vessel shall not be required to load contraband cargo, or to pass through any blockade, whether
such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels
of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed
to an area where she shall be subject, or is likely to be subject to a belligerents' right of search and/or
confiscation.
(d) (i) The Owners may effect war risks insurance in respect of the Hull and Machinery
of the Vessel and their other interests (including, but not limited to, loss of earnings and
detention, the crew and their protection and Indemnity Risks), and the premiums and/or
calls therefor shall be for their account.
calls because, pursuant to the Charterers' orders, the Vessel is within, or is due to enter
and remain within, or pass through any area or areas which are specified by such
Underwriters as being subject to additional premiums because of War Risks, then the
actual premiums and/or calls paid shall be reimbursed by the Charterers to the Owners at
the same time as the next payment of hire is due, or upon redelivery, whichever occurs
first.
(e) If the Owners become liable under the terms of employment to pay to the crew any bonus or
additional wages in respect of sailing into an area which is dangerous in the manner defined by the said
terms, then the actual bonus or additional wages paid shall be reimbursed to the Owners by the
Charterers at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first.
(f) The Vessel shall have liberty:-
(i) to comply with all orders; directions, recommendations or advice as to departure,

delivery, or in any other way whatsoever, which are given by the Government of the
Nation under whose flag the Vessel sails, or other Government to whose laws the Owners
are subject, or any other Government, body or group whatsoever acting with the power to
compel compliance with their orders or directions;
(ii) to comply with the order, directions or recommendations of any war risks
insurance;
their enforcement;
(iv) to discharge at any other port any cargo or part thereof which may render the Vessel
board the Vessel when there is reason to believe that they may be subject to internment,
Page 650
imprisonment or other sanctions.
(g) If in accordance with their rights under the foregoing provisions of this Clause, the Owners shall
refuse to proceed to the loading or discharging ports, or anyone or more of them, they shall immediately
inform the Charterers. No cargo shall be discharged at any alternative port without first giving the
Charterers notice of the Owners' intention to do so and requesting them to nominate a safe port for such
discharge. Failing such nomination by the Charterers within 48 hours of the receipt of such notice and
request, the Owners may discharge the cargo at any safe port of their own choice.
(h) If in compliance with any of the provisions of sub-clauses (b) to (g) of this Clause anything is done or
not done, such shall not be deemed a deviation, but shall be considered as due fulfilment of this Charter
Party.
Legal Topics:
Admiralty LawCharterpartiesTypesTime ChartersAdmiralty LawCharterpartiesCharter ContractsGeneral Overview
FOOTNOTES:
Page 651

FORM No. 24-56 BIMCO Piracy Clause for Consecutive Voyage Charter Parties and COAs (Nov. 2009)
(a) If, in the reasonable judgement of the Master and/or the Owners, any port, place, area or zone, or any waterway or
canal (hereinafter "Area") on any part of the route which is normally and customarily used on a voyage of the nature
contracted for is dangerous to the Vessel, her cargo, crew or other persons on board the Vessel due to any actual,
threatened or reported acts of piracy and/or violent robbery and/or capture/seizure (hereinafter "Piracy"), whether such
risk existed at the time of entering into this charter party or occurred thereafter, the Owners shall be entitled to take a
reasonable alternative route to the discharging port and, if they so decide, immediately give notice to the Charterers that
such route will be taken. In respect of consecutive voyages the Owners shall be entitled to take a reasonable alternative
route to the loading port in accordance with the provisions of this Clause. Should the Vessel be within any such place as
aforesaid which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, she shall be
liberty to leave it.
(b) In any event, if the Vessel proceeds to or through an Area exposed to the risk of Piracy the Owners shall have the
liberty:
(i) to take reasonable preventative measures to protect the Vessel, her crew and cargo including but not limited to
re-routeing within the Area proceeding in convoy, using escorts, avoiding day or night navigation, adjusting speed or
course, or engaging security personnel or equipment on or about the Vessel;
(ii) to comply with the orders, directions or recommendations of any underwriters who have the authority to give the
same under the terms of the insurance;
(iii) to comply with all orders, directions, recommendations or advice given by the Government of the Nation under
whose flag the Vessel sails, or other Government to whose laws the Owners are subject, or any other Government, body
or group, including military authorities, whatsoever acting with the power to compel compliance with their orders or
directions; and
Page 652
(iv) to comply with the terms of any resolution of the Security Council of the United Nations, the effective orders of any
same to which the Owners are subject, and to obey the orders and directions of those who are charged with their
enforcement.
(c) Costs
(i) If in accordance with Sub-clause (a) the Owners take an alternative route, they shall be entitled, if the total extra
distance exceeds one hundred (100) miles, to additional freight which shall be the same percentage of the freight
contracted for as the percentage which the extra distance represents to the distance of the normal and customary route
taking into consideration any savings or adjustments made by using this alternative route;
(ii) If the Vessel proceeds to or through an Area where due to risk of Piracy additional costs are incurred by Owners,
including but not limited to additional personnel and preventative measures to avoid piracy attacks, then half such costs
shall be reimbursed by the Charterers to the Owners;
(iii) If the underwriters of the Owners' insurances require additional premiums or additional insurance cover is
necessary because the Vessel proceeds to or through an Area exposed to risk of Piracy, then half such additional
insurance costs shall be reimbursed by the Charterers to the Owners;
(iv) All payments arising under Sub-clause (c) shall be settled within fifteen (15) days of receipt of Owners' supported
invoices or on completion of discharge, whichever occurs first.
(d) If the Vessel is attacked or seized as a result of Piracy any time so lost shall be shared equally between the Owners
and the Charterers. The Charterers shall pay the Owners an amount equivalent to half the demurrage rate for any time
lost as a result of such attack or seizure. Such payments shall fall due day by day and be payable latest fifteen (15) days
after receipt of the Owners' invoice or on completion of discharge, whichever occurs first. If the Vessel is seized the
Owners shall keep the Charterers closely informed of the efforts made to have the Vessel released.
(e) This Clause shall be incorporated into any bill of lading issued pursuant to this Charter Party. The Charterers shall
indemnify the Owners against all consequences or liabilities that may arise from the Master signing bills of lading as
presented to the extent that the terms of such bills of lading impose or result in the imposition of more onerous liabilities
upon the Owners than those assumed by the Owners under this Clause.
(f) If in compliance with this Clause anything is done or not done, such shall not be deemed a deviation, but shall be
considered as due fulfilment of this Charter Party. In the event of a conflict between the provisions of this Clause and
any implied or express provision of the Charter Party, this Clause shall prevail to the extent of such conflict, but no
further.
Legal Topics:
Admiralty LawMaritime ContractsGeneral OverviewAdmiralty LawCharterpartiesTypesGeneral OverviewAdmiralty
Page 653

2D-XXIV Benedict on Admiralty Form No.24-57
Form No.24-57 BIMCO Piracy Clause for Single Voyage Charter Parties (Nov. 2009)
(a) If, after entering into this Charter Party, in the reasonable judgement of the Master and/or the Owners, any port,
place, area or zone, or any waterway or canal (hereinafter "Area") on any part of the route which is normally and
customarily used on a voyage of the nature contracted for becomes dangerous, or the level of danger increases, to the
Vessel, her cargo, crew or other persons on board the Vessel due to any actual, threatened or reported acts of piracy
and/or violent robbery and/or capture/seizure (hereinafter "Piracy"), the Owners shall be entitled to take a reasonable
alternative route to the discharging port and, if they so decide, immediately give notice to the Charterers that such route
will be taken. Should the Vessel be within any such place as aforesaid which only becomes dangerous, or is likely to be
or to become dangerous, after her entry into it, she shall be at liberty to leave it.
(b) In any event, if the Vessel proceeds to or through an Area exposed to the risk of Piracy the Owners shall have the
liberty:
re-routeing within the Area, proceeding in convoy, using escorts, avoiding day or night navigation, adjusting speed or
directions; and
Page 654
2D-XXIV Benedict on Admiralty Form No.24-57
enforcement.
(c) This Clause shall be incorporated into any bill of lading issued pursuant to this Charter Party. The Charterers shall
indemnify the Owners against all consequences or liabilities that may arise from the Master signing bills of lading as
presented to the extent that the terms of such bills of lading impose or result in the imposition of more onerous liabilities
upon the Owners than those assumed by the Owners under this Clause.
(d) If in compliance with this Clause anything is done or not done, such shall not be deemed a deviation, but shall be
further.
Page 655

Form No. 24-58 Piracy Clause for Time Charter Parties 2009 (Nov. 2009)
(a) The Vessel shall not be obliged to proceed or required to continue to or through, any port, place, area or zone, or any
waterway or canal (hereinafter "Area") which, in the reasonable judgement of the Master and/or the Owners, is
dangerous to the Vessel, her cargo, crew or other persons on board the Vessel due to any actual, threatened or reported
acts of piracy and/or violent robbery and/or capture/seizure (hereinafter "Piracy"), whether such risk existed at the time
of entering into this charter party or occurred thereafter. Should the Vessel be within any such place as aforesaid which
only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, she shall be at liberty to leave
it.
(b) If in accordance with sub-clause (a) the Owners decide that the Vessel shall not proceed or continue to or through
the Area they must immediately inform the Charterers. The Charterers shall be obliged to issue alternative voyage
orders and shall indemnify the Owners for any claims from holders of the Bills of Lading caused by waiting for such
orders and/or the performance of an alternative voyage. Any time lost as a result of complying with such orders shall
not be considered off-hire.
(c) If the Owners consent or if the Vessel proceeds to or through an Area exposed to the risk of Piracy the Owners shall
have the liberty:
re-routeing within the Area, proceeding in convoy, using escorts, avoiding day or night navigation, adjusting speed or
Page 656
directions; and
enforcement;
and the Charterers shall indemnify the Owners for any claims from holders of Bills of Lading or third parties caused by
the Vessel proceeding as aforesaid, save to the extent that such claims are covered by additional insurance as provided
in sub-clause (d)(iii).
(d) Costs
(i) If the Vessel proceeds to or through an Area where due to risk of Piracy additional costs will be incurred including
but not limited to additional personnel and preventative measures to avoid Piracy, such reasonable costs shall be for the
Charterers' account. Any time lost waiting for convoys, following recommended routeing, timing, or reducing speed or
taking measures to minimise risk, shall be for the Charterers' account and the Vessel shall remain on hire;
(ii) If the Owners become liable under the terms of employment to pay to the crew any bonus or additional wages in
respect of sailing into an area which is dangerous in the manner defined by the said terms, then the actual bonus or
additional wages paid shall be reimbursed to the Owners by the Charterers;
(iii) If the underwriters of the Owners' insurances require additional premiums or additional insurance cover is
necessary because the Vessel proceeds to or through an Area exposed to risk of Piracy, then such additional insurance
costs shall be reimbursed by the Charterers to the Owners;
(iv) All payments arising under Sub-clause (d) shall be settled within fifteen (15) days of receipt of Owners' supported
invoices or on redelivery, whichever occurs first.
(e) If the Vessel is attacked by pirates any time lost shall be for the account of the Charterers and the Vessel shall
remain on hire.
(f) If the Vessel is seized by pirates the Owners shall keep the Charterers closely informed of the efforts made to have
the Vessel released. The Vessel shall remain on hire throughout the seizure and the Charterers' obligations shall remain
unaffected, except that hire payments shall cease as of the ninety-first (91st) day after the seizure and shall resume once
the Vessel is released. The Charterers shall not be liable for late redelivery under this Charter Party resulting from
seizure of the Vessel by pirates.
(g) If in compliance with this Clause anything is done or not done, such shall not be deemed a deviation, but shall be
further.
Page 657

Form No. 24-59 INTERTANKO Piracy Clause--Time Charterparties (Dec. 2008)n1
1. Owners shall not be required to follow Charterers' orders that the Master or Owners determine would expose the
vessel, her crew or cargo to the risk of acts of piracy.
2. Owners shall be entitled
(a) to take reasonable preventive measures to protect the vessel, her crew and cargo including but not limited to
proceeding in convoy, using escorts, avoiding day or night navigation, adjusting speed or course, or engaging security
personnel or equipment on or about the vessel,
(b) to follow any instructions or recommendations given by the flag state, any governmental or supragovernmental
organisation and
(c) to take a safe and reasonable alternative route in place of the normal, direct or intended route to the next port of call,
in which case Owners shall give Charterers prompt notice of the alternative route, an estimate of time and bunker
consumption and a revised estimated time of arrival.
3. The vessel shall remain on hire for any time lost as a result of taking the measures referred to in Paragraph 2 of this
Clause and for any time spent during or as a result of an actual or threatened attack or detention by pirates.
4. Charterers shall indemnify Owners against all liabilities costs and expenses arising out of actual or threatened acts of
piracy or any preventive or other measures taken by Owners whether pursuant to Paragraph 2 of this Clause or
otherwise, including but not limited to additional insurance premiums, additional crew costs and costs of security
personnel or equipment.
5. Charterers warrant that the terms of this Clause will be incorporated effectively into any bill of lading issued pursuant
to this charterparty.
Page 658
Comment: Many current charterparties will not have anticipated the possibility of the vessel being hijacked. Owners
must therefore check the terms of their existing charters and bills of lading before, for example, taking any decision to
re-route the ship. Re-routing may expose an owner to claims for breach of charter, for example a failure to prosecute the
voyage with 'due' or 'utmost despatch', also claims under the bill of lading e.g. for deviation and late delivery. Owners
should also check their war risk clauses, some of which permit a deviation in appropriate circumstances.
For new fixtures, INTERTANKO has produced the following clauses which address the main issues involved in
transiting the Gulf of Aden and/or re-routing the ship. These clauses are not comprehensive and will need to be
amended to suit the particular factors affecting each ship and voyage. The need for these clauses must also be assessed
in the context of the charterparty as a whole. Owners should ensure that such provisions are also included in the bills of
lading.
FOOTNOTES:
(n1)Footnote 1. INTERTANKO.
Page 659

Form No. 24-60 INTERTANKO Piracy Clause--Voyage Charterparties (Dec. 2008)n1
1. If the Master or Owners determine that the vessel, her crew or cargo may be exposed to the risk of acts of piracy on
any part of the normal, direct or intended route for the contracted voyage, Owners shall be entitled
(a) to take reasonable preventive measures to protect the vessel, her crew and cargo including but not limited to
proceeding in convoy, using escorts, avoiding day or night navigation, adjusting speed or course, or engaging security
personnel or equipment on or about the vessel,
(b) to follow any instructions or recommendations given by the flag state, any governmental or supragovernmental
organisation, and
(c) to take a safe and reasonable alternative route in place of the normal, direct or intended route to the next port of call,
in which case Owners shall give Charterers prompt notice of the alternative route, an estimate of time and bunker
consumption and a revised estimated time of arrival.
2. Charterers shall pay Owners additional freight calculated at the demurrage rate for all time spent as a consequence of
exercising the rights referred to in Paragraph 1 of this Clause, together with the cost of all additional bunkers consumed,
any additional insurance premiums, and additional crew or other costs incurred by Owners as a result of actual or
threatened piracy or as a consequence of exercising the rights referred to in Paragraph 1 of this Clause. All additional
costs to be paid together with freight as per Owner's invoice and supporting documents.
3. Charterers warrant that the terms of this Clause will be incorporated effectively into any bill of lading issued pursuant
to this charterparty.
FOOTNOTES:
(n1)Footnote 1. INTERTANKO.
Page 660

Form No. 24-61 Radioactivity Risk Clause for Time Charter Parties
(a) The Vessel shall not be obliged to proceed or required to continue to or through or remain at, any port, place, area or
zone, or any waterway or canal (hereinafter "Area") which may expose the Vessel, her cargo, crew or other persons on
board the Vessel to danger from levels of ionizing radiations from or contamination by radioactivity from any nuclear
fuel, nuclear waste or from the combustion of nuclear fuel, or the radioactive, toxic, explosive or other hazardous or
contaminating properties of any nuclear installation, reactor or other nuclear assembly or component thereof (hereinafter
"Radioactivity") determined by a competent local, national or international authority (including but not limited to the
International Atomic Energy Authority and the World Health Organization) to be harmful to human health.
(b) If in accordance with sub-clause (a) the Owners decide that the Vessel shall not proceed or continue to or through or
remain in the Area they must immediately inform the Charterers. The Charterers shall be obliged to issue alternative
voyage orders and shall indemnify the Owners for any claims from holders of the Bills of Lading caused by waiting for
such orders and/or the performance of an alternative voyage. Any time lost as a result of waiting for or complying with
such orders shall not be considered off-hire.
(c) The Vessel shall have liberty to comply with all orders, directions, recommendations or advice of competent
authorities and/or the Flag State of the Vessel in respect of arrival, routes, ports of call, destinations, discharge of cargo,
delivery, or in any other way whatsoever.
(d) The Charterers warrant that they shall not load cargoes and/or empty containers and/or supply bunkers that have
levels of Radioactivity in excess of normal background radiation levels for the Area. The Owners, at their discretion,
may arrange for a radioactive survey by an independent qualified surveyor, at the Charterers' cost, expense and time. If
the level of Radioactivity in the cargoes, empty containers and/or bunkers is determined by the surveyor to exceed
normal background levels, the Owners shall have the right to refuse to load such cargoes, empty containers and/or
bunkers.
(e) Any delays arising out of measures taken by port authorities to screen the Vessel for radiation either in the countries
Page 661
affected by Radioactivity or at subsequent ports of call shall be for the Charterers' account. Any time lost as a result of
complying with such screening shall not be considered off-hire.
(f) If in compliance with this Clause anything is done or not done, such shall not be deemed a deviation, but shall be
further.
Page 662

Chapter XXV SHIPMANAGEMENT CONTRACTS
2D-XXV Benedict on Admiralty XXV.syn
XXV.syn Synopsis to Chapter XXV: SHIPMANAGEMENT CONTRACTS
FORM No. 25-1 SHIPMAN
Scope
FORM No. 25-1(A) SHIPMAN 98
Scope
FORM No. 25-2A CREWMAN A -- Cost Plus Fee
Scope
FORM No. 25-2A CREWMAN B -- Lumpsum
Scope
FORM No. 25-3 The Federation of National Associations of Ship Brokers and Agents
Scope
FORM No. 25-4 INDUSTRY CODE OF PRACTICE ON SHIP RECYCLING August 2001
Scope
Page 663

2D-XXV Benedict on Admiralty FORM No. 25-1
FORM No. 25-1 SHIPMANn1
Part I of the agreement appears in a box layout which is illustrated on the following pages. Part II has
PART II
Definitions
In this Agreement save where the context otherwise requires, the following words and expressions shall have the
meanings hereby assigned to them. "The Vessel" shall mean the vessel details of which are set out in Annex "A" hereto.
"The Fleet" shall mean the vessels details of which are set out in Annex "B" hereto.
"Crew Support Costs" shall mean all expenses of a general nature which are not particularly referable to any individual
vessel for the time being managed by the Managers and which are incurred by the Managers for the purpose of
providing an efficient and economic management service and, without prejudice to the generality of the foregoing, shall
include the cost of crew standby pay, training schemes for officers and ratings, cadet training schemes, sickpay, study
pay, recruitment and interviews.
1. Marginal Headings. The Marginal Headings of this Agreement are for identification only and shall not be deemed
to be part hereof or be taken into consideration in the interpretation or contruction of this Agreement.
2. Appointment of Managers.
Page 664
2.1. With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein,
the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.
2.2. The Managers undertake to use their best endeavours to provide the Management Services specified in sub-clause
2.3 on behalf of the Owners in accordance with sound ship management practice and to protect and promote the
interests of the Owners in all matters relating to the provision of services hereunder.
Provided however that the Managers in the performance of their management responsibilities under this Agreement
shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be
entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers
shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances
the Managers in their absolute discretion consider to be fair and reasonable.
2.3. Subject to the terms and conditions herein provided, during the period of this Agreement, the Managers shall carry
out, as agents for and on behalf of the Owners, such of the following functions in respect of the Vessel as shall have
been indicated affirmatively in Boxes 5 to 14 in PART I:
*) (i) Crewing (see Clause 3)
*) (ii) Technical Management (see Clause 4)
*) (iii) Insurance (see Clause 5)
*) (iv) Freight Management (see Clause 6)
*) (v) Accounting (see Clause 7)
*) (vi) Chartering (see Clause 8)
*) (vii) Sales or Purchase of Vessel (see Clause 9)
*) (viii) Provisions (see Clause 10)
*) (ix) Bunkering (see Clause 11)
*) (x) Operation (see Clause 12)
and shall have authority to take such actions as the Managers may from time to time in their absolute discretion consider
to be necessary to enable them to perform this Agreement in accordance with sound ship management practice.
2.3.(i) to (x) are options to be agreed, and Boxes 5 to 14 in PART I should be filled in with either "yes" or "no"
accordingly.
3. Crewing. (only applicable if 2.3. (i) agreed according to Box 5). The Managers shall provide adequate and properly
qualified Crew for the Vessel as required by the Owners, provision of which includes but is not limited to the following
functions:
(i) employment of Master, officers and crew (hereinafter collectively referred to as "the Crew") of the Vessel;
(ii) arrangement of transportation of the Crew, including repatriation;

Page 665
(iii) training of the Crew;
(iv) supervision of the efficiency of the Crew and administration of all other crew matters such as planning for the
manning of the Vessel;
(v) payroll arrangement;
(vi) arrangement and administration of pensions and Crew insurance;
(vii) discipline and union negotiations;
(viii) enforcement of appropriate standing orders.
4. Technical Management. (only applicable if 2.3(ii) agreed according to Box 6). The Managers shall provide
technical management which includes, but is not limited to, the following functions:
(i) provision of competent personnel to supervise the maintenance and general efficiency of the Vessel;
(ii) arrangement and supervision of drydockings, repairs, alterations and the upkeep of the Vessel to the standards
required by the Owners provided that the Managers shall be entitled to incur the necessary expenditure to ensure that the
Vessel will comply with all requirements and recommendations of the classification society, and with the laws and
regulations of the country of registry of the Vessel and of the places where she trades;
(iii) arrangement of the supply of necessary stores, spares and lubricating oil;
(iv) appointment of surveyors and technical consultants as the Managers may consider from time to time to be
necessary.
5. Insurance. (only applicable if 2.3. (iii) agreed according to Box 7). The Managers shall arrange such insurances as
the Owners shall have instructed or agreed, in particular as regards insured values, deductibles and franchises.
6. Freight Management. (only applicable if 2.3. (iv) according to Box 8). The Managers shall provide freight
management which includes but is not limited to the following functions:
(i) provision of voyage estimates and accounts and calculation of hire and freights and/or demurrage and despatch
moneys due from or due to the Charterers of the Vessel if required by the Owners;
(ii) arrangement of the proper payment to Owners of all hire and/or freight revenues or other moneys of whatsoever
kind to which Owners may be entitled arising out of the employment of or otherwise in connection with the Vessel.
7. Accounting. (only applicable if 2.3. (v) agreed according to Box 9). The Managers shall
(i) establish an accounting system which meets the requirements of the Owners and provide regular accounting services,
supply regular reports and records in accordance therewith;
(ii) maintain the records of all costs and expenditures incurred hereunder as well as data necessary or proper for the
settlement of accounts between the parties.
8. Chartering. (only applicable if 2.3. (vi) agreed according to Box 10). The Managers shall, in accordance with the
Page 666
Owners' instructions, provide chartering services which includes but is not limited to seeking and negotiating
employment for the Vessel and the conclusion (including the execution thereof) of charterparties or other contracts
relating to the employment of the Vessel. If such a contract exceeds the period stated in Box 10, consent thereto in
writing shall first be obtained from the Owners.
9. Sale or Purchase of Vessel. (only applicable if 2.3. (vii) agreed according to Box 11). The Managers shall, in
accordance with the Owners' instructions, supervise the sale or purchase of the Vessel, including the performance of any
sale or purchase agreement, but not negotiation of the same.
10. Provisions. (only applicable if 2.3. (viii) agreed according to Box 12). The Managers shall arrange for the supply
of provisions.
11. Bunkering. (only applicable of 2.3. (ix) agreed according to Box 13). The Managers shall arrange for the provision
of bunker fuel of the quality specified by the Owners as required for the Vessel's trade.
12. Operation. (only applicable if 2.3. (x) agreed according to Box 14). The Managers shall provide for the operation
of the Vessel, as required by the Owners, which includes but is not limited to the following functions:
(i) provision of voyage estimates and accounts and calculation of hire, freights, demurrage and/or despatch moneys due
from or due to the Charterers of the Vessel;
(ii) issue of voyage instructions;
(iii) appointment of agents;
(iv) appointment of stevedores;
(v) arrangement of the surveying of cargoes.
13. Insurance Policies. All insurances shall be in the joint names of the Owners and the Managers provided that,
unless the Managers give their express prior consent, no liability to pay premiums or P&I Calls shall be imposed on the
Managers, notwithstanding the restrictions on P&I Cover which would thereby result.
14. Income Collected and Expenses Paid on Behalf of Owners.
14.1. All moneys collected by the Managers under the terms of this Agreement (other than moneys payable by the
Owners to the Managers) and any interest thereon shall be held to the credit of the Owners in a separate bank account.
14.2. All expenses incurred by the Managers under the terms of this Agreement on behalf of the Owners (including
expenses as provided in Clause 15) may be debited against the Owners in the account referred to under Clause 14.1. but
shall in any event remain payable by the Owners to the Managers on demand.
15. Management Fee.
15.1. The Owners shall pay to the Managers for their services as Managers under this Agreement an annual basic
Management Fee in the lump sum amount as stated in Box 15 which shall be payable by equal quarterly installments in
advance, the first installment being payable on the commencement of this Agreement (see Clause 2.1. and Box 4) and
subsequent installments being payable every three months.
15.2. The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff and
Page 667
stationery. Without limiting the generality of Clause 14 the Owners shall reimburse the Managers for postage and
communication expenses, travelling expenses, and other out of pocket expenses properly incurred by the Managers in
pursuance of the Management Services.
15.3. In the event of the appointment of the Managers being terminated by the Owners or the Managers in accordance
with the provisions of Clause 23 other than by reason of default by the Managers, or if the Vessel is lost, sold or
otherwise disposed of, the Management Fee payable to the Managers according to the provisions of sub-clause 15.1.
shall continue to be payable for a further period of three calendar months. In addition, provided that the Managers
provide Crew for the Vessel in accordance with Clause 3
a) the Owners shall continue to pay Crew Support Costs during the said further period of three calendar months and
b) the Owners shall pay an equitable proportion of any redundancy costs which may materialize not exceeding the
amount stated in Box 16.
15.4. Whilst this Agreement remains in subsistence, if the Owners decide to lay-up the Vessel and such lay-up lasts for
more than three months, an appropriate reduction of the Management Fee for the period exceeding three months until
one month before the Vessel is again put into service shall be mutually agreed between the parties.
15.5. All discounts and commissions obtained by the Managers in the course of the management of the Vessel shall be
credited to the Owners.
16. Budgets and Management of Funds.
16.1. The Managers shall present to the Owners annually a budget for the following twelve months in such form as the
Owners require. The budget for the first year hereof is set out in Annex "C" hereto. Subsequent annual budgets shall be
prepared by the Managers and submitted to the Owners not less than three months before the anniversary date of the
commencement of this Agreement (see Clause 2.1. and Box 4).
16.2. The Owners shall indicate to the Managers their acceptance and approval of the annual budget within one month
of presentation and in the absence of any such indication the Managers shall be entitled to assume that the Owners have
accepted the said budget.
16.3. Following the agreement of the budget, the Managers shall prepare and present to the Owners their estimate of
the working capital requirement of the Vessel and the Managers shall each month up-date this estimate. Based thereon,
the Managers shall each month request the Owners for the Funds required to run the Vessel for the ensuing month,
including the payment of any occasional or extraordinary item of expenditure, such as emergency repair costs,
additional insurance premiums, bunkers or provisions. Such Funds shall be received by the Managers within ten days
after the receipt of such request and shall be held to the credit of the Owners in a separate account.
16.4. If Clause 3 (Crewing) is applicable, the Owners shall provide to the Managers at the commencement of this
Agreement a bank guarantee for a sum equivalent to two months' crewing costs, which the Managers shall be entitled to
call upon if Funds are not received in accordance with sub-clause 16.3. above.
16.5. The Managers shall produce a monthly comparison between budgeted and actual income and expenditure of the
Vessel as required by the Owners.
16.6. Notwithstanding anything contained herein, the Managers shall in no circumstances be required to use or commit
their own funds to finance the provision of the Management Services.
Page 668
17. Managers' Right to Sub-Contract. The Managers shall not sub-contract any of their obligations hereunder to a
third party without the consent of the Owners.
18. Responsibilities.
18.1. Force Majeure. Neither the Owners nor the Managers shall be under any liability for any failure to perform any
of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control.
18.2. Liability to Owners. Without prejudice to sub-clause 18.1., the Managers shall be under no liability whatsoever
to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but
not limited to loss of profit arising out of or in connection with detention or delay to the Vessel) and howsoever arising
in the course of performance of the Management Services.
UNLESS same is proved to have resulted solely from the negligence, gross negligence or wilful default of the
Managers or their employees or agents, or sub-contractors employed by them in connection with the Vessel, in which
case (save where loss, damage, delay or expense has resulted from the Managers' personal act or omission committed
with the intent to cause same recklessly and with knowledge that such loss, damage, delay or expense would probably
result) the Managers' liability for each incident or series of incidents giving rise to a claim or claims shall never exceed
a total of ten times the annual management fee payable hereunder.
18.3. Indemnity. Except to the extent and solely for the amount therein set out that the Managers would be liable under
sub-clause 18.2. the Owners hereby undertake to keep the Managers and their employees, agents and sub-contractors
indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or
howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection
with the performance of the Agreement, and against and in respect of all costs, loss, damages and expenses (including
legal costs and expenses on a full indemnity basis) which the Managers may suffer or incur (either directly or indirectly)
in the course of the performance of this Agreement.
18.4. "Himalaya". It is hereby expressly agreed that no employee or agent of the Managers (including every
sub-contractor from time to time employed by the Managers) shall in any circumstances whatsoever be under any
liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising or resulting directly or
indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment
and, without prejudice to the generality of the foregoing provisions in this Clause, every exemption, limitation,
condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever
nature applicable to the Managers or to which the Managers are entitled hereunder shall also be available and shall
extend to protect every such employee or agent of the Managers acting as aforesaid and for the purpose of all the
foregoing provisions of this Clause 18 the Managers are or shall be deemed to be acting as agent or trustee on behalf of
and for the benefit of all persons who are or might be his servants or agents from time to time (including sub-contractors
as aforesaid) and all such persons shall to this extent be or be deemed to be parties of this Agreement.
19. General Administration.
19.1. The Managers shall handle and settle all claims arising out of the Management Services hereunder and keep the
Owners informed regarding any incident of which the Managers become aware which gives or may give rise to claims
or disputes involving third parties.
19.2. The Managers shall, as instructed by the Owners, bring or defend actions, suits or proceedings in connection with
matters entrusted to the Managers according to this Agreement.
19.3. The Managers shall also have power to obtain legal or technical or other outside expert advice in relation to the
Page 669
handling and settlement of claims and disputes or all other matters affecting the interests of the Owners in respect of the
Vessel.
19.4. The Owners shall arrange for the provision of any necessary guarantee bond or other security.
19.5. Any costs incurred by the Managers in carrying out their obligations according to Clause 19 shall be reimbursed
by the Owners.
20. Auditing. The Managers shall at all times maintain and keep true and correct accounts and shall make the same
available for inspection and auditing by the Owners at such times as may be mutually agreed.
21. Inspection of Vessel. The Owners shall have the right at any time after giving reasonable notice to the Managers to
inspect the Vessel for any reason they consider necessary.
22. Compliance with Law and Regulations. The Managers will not do or permit anything to be done which might
cause any breach or infringement of the laws or regulations of the country of registry of the Vessel, and of the places
where she trades.
23. Duration of the Agreement.
23.1. This Agreement shall come into effect on the date stated in Box 4 and shall continue until the date stated in Box
17. Thereafter it shall continue until terminated by either party giving to the other notice in writing, in which event the
Agreement shall terminate upon the expiration of a period of two months from the date upon which such notice was
given.
23.2. Termination by default. The Managers shall be entitled to terminate the Agreement by notice in writing if any
moneys payable by the owners of any vessel in the Fleet, whether under this or any other Management Agreement, shall
not have been received in the Managers' nominated account within ten days of payment having been requested in
writing by the Managers.
The Managers shall also be entitled to terminate the Agreement by notice in writing if after receipt of written notice of
objection thereto from the Managers the owners of any vessel in the Fleet whether under this or any other Management
Agreement proceed with employment of or continue to employ their vessel in a trade or in a manner which is, in the
opinion of the Managers, likely to be detrimental to their reputation as Managers or (otherwise than by virtue of
ordinary business competition) be prejudicial to the commercial interest of the Managers.
This Agreement shall terminate forthwith in the event of an order being made or resolution passed for the winding up,
dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose of reconstruction or amalgamation)
or if a receiver is appointed, or if it suspends payment, ceases to carry on business or make any special arrangement or
composition with its creditors.
23.3. Extraordinary Termination. This Agreement shall be deemed to be terminated in the case of the sale of the
Vessel or if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is
requisitioned.
23.4. For the purpose of sub-clause 23.3. hereof
a) the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be the date on
which the Owners cease to be registered as Owners of the Vessel;
Page 670
b) the Vessel shall not be deemed to be lost unless either she has become an actual total loss or agreement has been
reached with her Underwriters in respect of her constructive, compromised or arranged total loss or if such agreement
with her Underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has
occurred.
23.5. The termination of this Agreement shall be without prejudice to all rights accrued due between the parties prior to
the date of termination.
24. Law and Arbitration.
*) 24.1. This Agreement shall be governed by English law and any dispute arising out of this Agreement shall be
referred to arbitration in London, one arbitrator being appointed by each party, in accordance with the Arbitration Acts
1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force. 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.
*) 24.2. 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. The
arbitrators shall be members of the Society of Maritime Arbitrators, Inc. of New York and the proceedings shall be
conducted in accordance with the rules of the Society.
*) 24.3. Any dispute arising out of this Agreement shall be referred to arbitration at the place indicated in Box 18,
subject to the law and procedures applicable there.
24.4. If Box 18 in PART I is not filled in, sub-clause 24.1. of this Clause shall apply.
*) 24.1., 24.2. and 24.3. are alternatives; indicate alternative agreed in Box 18.
25. Notices.
25.1. Any communication may be sent by telex, registered or recorded mail or by personal service.
25.2. The address of the Parties for service of such communication shall be as stated in Boxes 19 and 20, respectively.
ANNEX A
Date of Agreement:
.....................
.....................
Name of Vessel:
.....................
.....................
Particulars of Vessel:
.....................
.....................
ANNEX B (FLEET)
Page 671
Date of Agreement:
.....................
.....................
Name and Particulars of Vessels:

.....................
.....................
ANNEX C
Date of Agreement:
.....................
.....................
Managers' Budget for the first year with effect from the Commencement Date of this Agreement:
Legal Topics:
FOOTNOTES:
Page 672

2D-XXV Benedict on Admiralty FORM No. 25-1(A)
FORM No. 25-1(A) SHIPMAN 98n1
Ship Management Agreement
Part I of the agreement appears in a box layout which is illustrated on the following page. Part II has
PART II "SHIPMAN" Standard Ship Management Agreement
1. Definitions
In this Agreement save where the context otherwise requires, the following words and expressions shall have the
meanings hereby assigned to them.
"Owners" means the party identified in Box 2.
"Managers" means the party identified in Box 3.
"Vessel" means the vessel or vessels details of which are set out in Annex "A" attached hereto.
"Crew" means the Master, officers and ratings of the numbers, rank and nationality specified in Annex "B" attached
hereto.
"Crew Support Costs" means all expenses of a general nature which are not particularly referable to any individual
vessel for the time being managed by the Managers and which are incurred by the Managers for the purpose of
Page 673
providing an efficient and economic management service and, without prejudice to the generality of the foregoing, shall
include the cost of crew standby pay, training schemes for officers and ratings, cadet training schemes, sick pay, study
pay, recruitment and interviews.
"Severance Costs" means the costs which the employers are legally obliged to pay to or in respect of the Crew as a
result of the early termination of any employment contract for service on the Vessel.
"Crew Insurances" means insurances against crew risks which shall include but not be limited to death, sickness,
repatriation, injury, shipwreck unemployment indemnity and loss of personal effects.
"Management Services" means the services specified in sub-clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to
12.
"ISM Code" means the International Management Code for the Safe Operation of Ships and for Pollution Prevention as
adopted by the International Maritime Organization (IMO) by resolution A.741(18) or any subsequent amendment
thereto.
"STCW 95" means the International Convention on Standards of Training, Certification and Watchkeeping for
Seafarers, 1978, as amended in 1995 or any subsequent amendment thereto.
2. Appointment of Managers
With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the
Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.
3. Basis of Agreement
Subject to the terms and conditions herein provided, during the period of this Agreement, the Managers shall carry out
Management Services in respect of the Vessel as agents for and on behalf of the Owners. The Managers shall have
authority to take such actions as they may from time to time in their absolute discretion consider to be necessary to
enable them to perform this Agreement in accordance with sound ship management practice.
3.1 Crew Management
(only applicable if agreed according to Box 5)
The Managers shall provide suitably qualified Crew for the Vessel as required by the Owners in accordance with the
STCW 95 requirements, provision of which includes but is not limited to the following functions:
(i) selecting and engaging the Vessel's Crew, including payroll arrangements, pension administration,
and insurances for the Crew other than those mentioned in Clause 6;
(ii) ensuring that the applicable requirements of the law of the flag of the Vessel are satisfied in respect
of manning levels, rank, qualification and certification of the Crew and employment regulations
including Crew's tax, social insurance, discipline and other requirements;
(iii) ensuring that all members of the Crew have passed a medical examination with a qualified doctor
certifying that they are fit for the duties for which they are engaged and are in possession of valid
medical certificates issued in accordance with appropriate flag State requirements. In the absence of
applicable flag State requirements the medical certificate shall be dated not more than three months prior
Page 674
to the respective Crew members leaving their country of domicile and maintained for the duration of
their service on board the Vessel;
(iv) ensuring that the Crew shall have a command of the English language of a sufficient standard to
enable them to perform their duties safely;
(v) arranging transportation of the Crew, including repatriation;
(vi) training of the Crew and supervising their efficiency;
(vii) conducting union negotiations;
(viii) operating the Managers' drug and alcohol policy unless otherwise agreed:
3.2. Technical Management
The Managers shall provide technical management which includes, but is not limited to, the following functions:
(i) provision of competent personnel to supervise the maintenance and general efficiency of the Vessel;
(ii) arrangement and supervision of dry dockings, repairs, alterations and the upkeep of the Vessel to the
standards required by the Owners provided that the Managers shall be entitled to incur the necessary
expenditure to ensure that the Vessel will comply with the law of the flag of the Vessel and of the places
where she trades, and with all requirements and recommendations of the classification society;
(iii) arrangement of the supply of necessary stores, spares and lubricating oil;
(iv) appointment of surveyors and technical consultants as the Managers may consider from time to time
to be necessary;
(v) development, implementation and maintenance of a Safety Management System (SMS) in

accordance with the ISM Code (see sub-clauses 4.2 and 5.3).
3.3 Commercial Management
The Managers shall provide the commercial operation of the Vessel, as required by the Owners, which includes but is
not limited to the following functions:
(i) providing chartering services in accordance with the Owners' instructions which include, but are not
limited to, seeking and negotiating employment for the Vessel and the conclusion (including the
execution thereof) of charter parties or other contracts relating to the employment of the Vessel. If such a
contract exceeds the period stated in Box 13, consent thereto in writing shall first be obtained from the
Owners.
(ii) arranging of the proper payment to Owners or their nominees of all hire and/or freight revenues or
other moneys of whatsoever nature to which Owners may be entitled arising out of the employment of or
Page 675
otherwise in connection with the Vessel.
(iii) providing voyage estimates and accounts and calculating of hire, freights, demurrage and/or
despatch moneys due from or due to the charterers of the Vessel;
(iv) issuing of voyage instructions;
(v) appointing agents;
(vi) appointing stevedores;
(vii) arranging surveys associated with the commercial operation of the Vessel.
3.4 Insurance Arrangements
The Managers shall arrange insurances in accordance with Clause 6, on such terms and conditions as the Owners shall
have instructed or agreed, in particular regarding conditions, insured values, deductibles and franchises.
3.5 Accounting Services
The Managers shall:
(i) establish an accounting system which meets the requirements of the Owners and provide regular
accounting services, supply regular reports and records,
(ii) maintain the records of all costs and expenditure incurred as well as data necessary or proper for the
settlement of accounts between the parties.
3.6 Sale or Purchase of the Vessel
The Managers shall, in accordance with the Owners' instructions, supervise the sale or purchase of the Vessel, including
the performance of any sale or purchase agreement, but not negotiation of the same.
3.7 Provisions
The Managers shall arrange for the supply of provisions.
3.8 Bunkering
The Managers shall arrange for the provision of bunker fuel of the quality specified by the Owners as required for the
Page 676
Vessel's trade.
4. Managers' Obligations
4.1 The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and
on behalf of the Owners in accordance with sound ship management practice and to protect and promote the interests of
the Owners in all matters relating to the provision of services hereunder.
Provided, however, that the Managers in the performance of their management responsibilities under this Agreement
shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be
entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers
shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances
the Managers in their absolute discretion consider to be fair and reasonable.
4.2 Where the Managers are providing Technical Management in accordance with subclause 3.2, they shall procure that
the requirements of the law of the flag of the Vessel are satisfied and they shall in particular be deemed to be the
"Company" as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the
duties and responsibilities imposed by the ISM Code when applicable.
5. Owners' Obligations
5.1 The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this Agreement.
5.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, the Owners shall:
(i) procure that any officers and ratings supplied by them or on their behalf comply with the requirements
of STCW 95;
(ii) instruct such officers and ratings to obey all reasonable orders of the Managers in connection with the
operation of the Managers' safety management system.
5.3 Where the Managers are not providing Technical Management in accordance with subclause 3.2, the Owners shall
procure that the requirements of the law of the flag of the Vessel are satisfied and they, or such other entity as may be
appointed by them and identified to the Managers, shall be deemed to be the "Company" as defined by the ISM Code
assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by
the ISM Code when applicable.
6. Insurance Policies
The Owners shall procure, whether by instructing the Managers under sub-clause 3.4 or otherwise, that throughout the
period of this Agreement:
6.1 at the Owners' expense, the Vessel is insured for not less than her sound market value or entered for her full gross
tonnage, as the case may be for:
(i) usual hull and machinery marine risks (including crew negligence) and excess liabilities;
(ii) protection and indemnity risks (including pollution risks and Crew Insurances); and
(iii) war risks (including protection and indemnity and crew risks)
Page 677
in accordance with the best practice of prudent owners of vessels of a similar type to the Vessel, with first class
insurance companies, underwriters or associations ("the Owners' Insurances");
6.2 all premiums and calls on the Owners' insurances are paid promptly by their due date,
6.3 the Owners' Insurances name the Managers and, subject to underwriters' agreement, any third party designated by
the Managers as a joint assured, with full cover, with the Owners obtaining cover in respect of each of the insurances
specified in sub-clause 6.1:
(i) on terms whereby the Managers and any such third party are liable in respect of premiums or calls
arising in connection with the Owners' Insurances; or
(ii) if reasonably obtainable, on terms such that neither the Managers nor any such third party shall be
under any liability in respect of premiums or calls arising in connection with the Owners' Insurances; or
(iii) on such other terms as may be agreed in writing.
Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left blank then (i) applies.
6.4 written evidence is provided, to the reasonable satisfaction of the Managers, of their compliance with their
obligations under Clause 6 within a reasonable time of the commencement of the Agreement, and of each renewal date
and, if specifically requested, of each payment date of the Owners' Insurances.
7. Income Collected and Expenses Paid on Behalf of Owners
7.1 All moneys collected by the Managers under the terms of this Agreement (other than moneys payable by the
Owners to the Managers) and any interest thereon shall be held to the credit of the Owners in a separate bank account.
7.2 All expenses incurred by the Managers under the terms of this Agreement on behalf of the Owners (including
expenses as provided in Clause 8) may be debited against the Owners in the account referred to under sub-clause 7.1 but
shall in any event remain payable by the Owners to the Managers on demand.
8. Management Fee
8.1 The Owners shall pay to the Managers for their services as Managers under this Agreement an annual management
fee as stated in Box 15 which shall be payable by equal monthly instalments in advance, the first instalment being
payable on the commencement of this Agreement (see Clause 2 and Box 4) and subsequent instalments being payable
every month.
8.2 The management fee shall be subject to an annual review on the anniversary date of the Agreement and the
proposed fee shall be presented in the annual budget referred to in sub-clause 9.1.
8.3 The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff, facilities
and stationery. Without limiting the generality of Clause 7 the Owners shall reimburse the Managers for postage and
communication expenses, travelling expenses, and other out of pocket expenses properly incurred by the Managers in
pursuance of the Management Services.
8.4 In the event of the appointment of the Managers being terminated by the Owners or the Managers in accordance
with the provisions of Clauses 17 and 18 other than by reason of default by the Managers, or if the Vessel is lost, sold or
Page 678
otherwise disposed of, the "Management Fee" payable to the Managers according to the provisions of sub-clause 8. 1,
shall continue to be payable for a further period of three calendar months as from the termination date. In addition,
provided that the Managers provide Crew for the Vessel in accordance with sub-clause 3.1:
(i) the Owners shall continue to pay Crew Support Costs during the said further period of three calendar
months and
(ii) the Owners shall pay an equitable proportion of any Severance Costs which may materialize, not
exceeding the amount stated in Box 16.
8.5 If the Owners decide to lay-up the Vessel whilst this Agreement remains in force, and such lay-up lasts for more
than three months, an appropriate reduction of the management fee for the period exceeding three months until one
month before the Vessel is again put into service shall be mutually agreed between the parties.
8.6 Unless otherwise agreed in writing all discounts and commissions obtained by the Managers in the course of the
management of the Vessel shall be credited to the Owners.
9. Budgets and Management of Funds
9.1 The Managers shall present to the Owners annually a budget for the following twelve months in such form as the
Owners require. The budget for the first year hereof is set out in Annex "C" hereto. Subsequent annual budgets shall be
prepared by the Managers and submitted to the Owners not less than three months before the anniversary date of the
commencement of this Agreement (see Clause 2 and Box 4).
9.2 The Owners shall indicate to the Managers their acceptance and approval of the annual budget within one month of
presentation and in the absence of any such indication the Managers shall be entitled to assume that the Owners have
accepted the proposed budget.
9.3 Following the agreement of the budget, the Managers shall prepare and present to the Owners their estimate of the
working capital requirement of the Vessel and the Managers shall each month up-date this estimate. Based thereon, the
Managers shall each month request in writing the Owners for the funds required to run the Vessel for the ensuing
month, including the payment of any occasional or extraordinary item of expenditure, such as emergency repair costs,
additional insurance premiums, bunkers or provisions. Such funds shall be received by the Managers within ten running
days after the receipt by the Owners of the Managers' written request and shall be held to the credit of the Owners in a
separate account.
9.4 The Managers shall produce a comparison between budgeted and actual income and expenditure of the Vessel in
such form as required by the Owners monthly or at such other intervals as mutually agreed.
9.5 Notwithstanding anything contained herein, the Managers shall in no circumstances be required to use or commit
their own funds to finance the provision of the Management Services.
10. Managers' Right to Sub-Contract
The Managers shall not have the right to sub-contract any of their obligations hereunder, including those mentioned in
sub-clause 3.1, without the prior written consent of the Owners which shall not be unreasonably withheld. In the event
of such a sub-contract the Managers shall remain fully liable for the due performance of their obligations under this
Agreement.
11. Responsibilities
Page 679
11.1 Force Majeure-Neither the Owners nor the Managers shall be under any liability for any failure to perform any of
their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control.
11.2. Liability to Owners-(i) Without prejudice to sub-clause 11.1, the Managers shall be under no liability whatsoever
to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but
not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever
arising in the course of performance of the Management Services UNLESS same is proved to have resulted solely from
the negligence, gross negligence or wilful default of the Managers or their employees, or agents or sub-contractors
employed by them in connection with the Vessel, in which case (save where loss, damage, delay or expense has resulted
from the Managers' personal act or omission committed with the intent to cause same or recklessly and with knowledge
that such loss, damage, delay or expense would probably result) the Managers' liability for each incident or series of
incidents giving rise to a claim or claims shall never exceed a total of ten times the annual management fee payable
hereunder.
(ii) Notwithstanding anything that may appear to the contrary in this Agreement, the Managers shall not be liable for
any of the actions of the Crew, even if such actions are negligent, grossly negligent or wilful, except only to the extent
that they are shown to have resulted from a failure by the Managers to discharge their obligations under sub-clause 3. 1,
in which case their liability shall be limited in accordance with the terms of this Clause 11.
11.3. Indemnity- Except to the extent and solely for the amount therein set out that the Managers would be liable under
sub-clause 11.2, the Owners hereby undertake to keep the Managers and their employees, agents and sub-contractors
indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or
howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection
with the performance of the Agreement, and against and in respect of all costs, loss, damages and expenses (including
legal costs and expenses on a full indemnity basis) which the Managers may suffer or incur (either directly or indirectly)
in the course of the performance of this Agreement.
11.4. "Himalaya" - It is hereby expressly agreed that no employee or agent of the Managers (including every
sub-contractor from time to time employed by the Managers) shall in any circumstances whatsoever be under any
liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising or resulting directly or
indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment
and, without prejudice to the generality of the foregoing provisions in this Clause 11, every exemption, limitation,
condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever
nature applicable to the Managers or to which the Managers are entitled hereunder shall also be available and shall
extend to protect every such employee or agent of the Managers acting as aforesaid and for the purpose of all the
foregoing provisions of this Clause 11 the Managers are or shall be deemed to be acting as agent or trustee on behalf of
and for the benefit of all persons who are or might be their servants or agents from time to time (including
sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.
12. Documentation
Where the Managers are providing Technical Management in accordance with sub-clause 3.2 and/or Crew Management
in accordance with sub-clause 3. 1, they shall make available, upon Owners' request, all documentation and records
related to the Safety Management System (SMS) and/or the Crew which the Owners need in order to demonstrate
compliance with the ISM Code and STCW 95 or to defend a claim against a third party.
13. General Administration
13.1 The Managers shall handle and settle all claims arising out of the Management Services hereunder and keep the
Page 680
Owners informed regarding any incident of which the Managers become aware which gives or may give rise to claims
or disputes involving third parties.
13.2 The Managers shall, as instructed by the Owners, bring or defend actions, suits or proceedings in connection with
matters entrusted to the Managers according to this Agreement.
13.3 The Managers shall also have power to obtain legal or technical or other outside expert advice in relation to the
handling and settlement of claims and disputes or all other matters affecting the interests of the Owners in respect of the
Vessel.
13.4 The Owners shall arrange for the provision of any necessary guarantee bond or other security.
13.5 Any costs reasonably incurred by the Managers in carrying out their obligations according to Clause 13 shall be
reimbursed by the Owners.
14. Auditing
The Managers shall at all times maintain and keep true and correct accounts and shall make the same available for
inspection and auditing by the Owners at such times as may be mutually agreed. On the termination, for whatever
reasons, of this Agreement, the Managers shall release to the Owners, if so requested, the originals where possible, or
otherwise certified copies, of all such accounts and all documents specifically relating to the Vessel and her operation.
15. Inspection of Vessel
The Owners shall have the right at any time after giving reasonable notice to the Managers to inspect the Vessel for any
reason they consider necessary.
16. Compliance with Law and Regulations
The Managers will not do or permit to be done anything which might cause any breach or infringement of the laws and
regulations of the Vessel's flag, or of the places where she trades.
This Agreement shall come into effect on the day and year stated in Box 4 and shall continue until the date stated in
Box 17. Thereafter it shall continue until terminated by either party giving to the other notice in writing, in which event
the Agreement shall terminate upon the expiration of a period of two months from the date upon which such notice was
given.
18. Termination
18.1 Owners' Default
(i) The Managers shall be entitled to terminate the Agreement with immediate effect by notice in writing
if any moneys payable by the Owners under this Agreement and/or the owners of any associated vessel,
details of which are listed in Annex "D", shall not have been received in the Managers' nominated
account within ten running days of receipt by the Owners of the Managers written request or if the
Vessel is repossessed by the Mortgagees.
(ii) If the Owners:

Page 681
(a) fail to meet their obligations under sub-clauses 5.2 and 5.3 of this Agreement for any
reason within their control, or
(b) proceed with the employment of or continue to employ the Vessel in the carriage of
contraband, blockade running, or in an unlawful trade, or on a voyage which in the
reasonable opinion of the Managers is unduly hazardous or improper,
the Managers may give notice of the default to the Owners, requiring them to remedy it
as soon as practically possible. In the event that the Owners fail to remedy it within a
reasonable time to the satisfaction of the Managers, the Managers shall be entitled to
terminate the Agreement with immediate effect by notice in writing.
18.2 Managers' Default
If the Managers fail to meet their obligations under Clauses 3 and 4 of this Agreement for any reason within the control
of the Managers, the Owners may give notice to the Managers of the default, requiring them to remedy it as soon as
practically possible. In the event that the Managers fail to remedy it within a reasonable time to the satisfaction of the
Owners, the Owners shall be entitled to terminate the Agreement with immediate effect by notice in writing.
18.3 Extraordinary Termination
This Agreement shall be deemed to be terminated in the case of the sale of the Vessel or if the Vessel becomes a total
loss or is declared as a constructive or compromised or arranged total loss or is requisitioned.
18.4 For the purpose of sub-clause 18.3 hereof
(i) the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be
the date on which the Owners cease to be registered as Owners of the Vessel;
(ii) the Vessel shall not be deemed to be lost unless either she has become an actual total loss or
agreement has been reached with her underwriters in respect of her constructive, compromised or
arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a
competent tribunal that a constructive loss of the Vessel has occurred.
18.5 This Agreement shall terminate forthwith in the event of an order being made or resolution passed for the winding
up, dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose of reconstruction or
amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special
arrangement or composition with its creditors.
18.6 The termination of this Agreement shall be without prejudice to all rights accrued due between the parties prior to
19.1 This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of
of this Clause.
Page 682
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrators
and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator
sole arbitrator.
19.2 This Agreement shall be governed by and construed in accordance with Title 9 of the United States code and the
Maritime Law of the United States and any dispute arising out of or in connection with the Agreement shall be referred
entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance wit the
19.3 This Agreement shall be governed by and construed in accordance with the laws of the place mutually agreed by
19. 4 If Box 18 in Part I is not appropriately filled in, sub-clause 19.1 of this Clause shall apply.
NOTE:
19.1, 19.2 and 19.3 are alternatives; indicate alternative agreed in Box 18.
20. Notices
20.1 Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex,
registered or recorded mail or by personal service.
20.2 The address of the Parties for service of such communication shall be as stated in Boxes 19 and 20, respectively.
ANNEX "A" 2(DETAILS OF VESSELS OR VESSELS) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: "SHIPMAN 98"
___________________
Date of Agreement:
Name of Vessel(s):
Page 683
Particulars of Vessel(s):
ANNEX "B" (DETAILS OF CREW) TO

___________________
Date of Agreement:
Name of Crew:
Numbers Rank Nationality
ANNEX "C" (BUDGET) TO THE BALTIC AND INTERNATIONAL MARITIME COUNCIL

(BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: "SHIPMAN 98"
___________________
Date of Agreement:
Managers' budget for the first year with effect from the Commencement Date of this Agreement:
ANNEX "D" (ASSOCIATED VESSELS) TO

___________________
NOTE:
PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX "D"
THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 18.1(i) OF
THIS AGREEMENT.
Date of Agreement:
Details of Associated Vessels:
Legal Topics:
FOOTNOTES:
Page 684

2D-XXV Benedict on Admiralty FORM No. 25-2A
FORM No. 25-2A CREWMAN A -- Cost Plus Feen*
Standard Crew Management Agreement
PART II
1. Definitions
In this Agreement, save where the context otherwise requires, the following words and expressions shall
have the meanings hereby assigned to them.
"Crew Managers" means the party identified in Box 3.
"Vessel" means the vessel or vessels, details of which are set out in Annex "A" attached hereto.
"Crew" means the Master, officers and ratings of the numbers, rank and nationality specified in Annex
"B" attached hereto.
"Connected Person" means any person connected with the provision and the performance of the Crew
Management Services.
Page 685
"Crew Management Services" means the services agreed to be carried out by the Crew Managers in
accordance with subclause 3.1 and, where indicated affirmatively in Box 6, sub-clause 3.2.
"Severance Costs" means the costs which the Crew Managers are legally obliged to pay to the Crew as a
result of the early termination of a fixed term employment contract for service on the Vessel.
"Crew Support Costs" means all expenses of a general nature which are not particularly referable to any
individual vessel for the time being managed by the Crew Managers and which are incurred by the Crew
Managers for the purpose of providing an efficient and economic Crew Management Service and,
without prejudice to the generality of the foregoing, shall include the cost of crew standby pay, training
schemes for officers and ratings, cadet training schemes, sick pay, study pay, recruitment and interviews.
"ISM Code" means the International Management Code for the Safe Operation of Ships and for Pollution
Prevention as adopted by the International Maritime Organization (IMO) by resolution A.741 (18) or any
subsequent amendment thereto.
Company" means the Owner of the Vessel or any other organisation or person who has assumed the
responsibility for the operation of the Vessel from the Owner and who, on assuming such responsibility,
has agreed to take over all duties and responsibilities imposed by the ISM Code.
"STCW 95" means the International Convention on Standards of Training, Certification and
Watchkeeping for Seafarers, 1978, as amended in 1995 or any subsequent amendment thereto.
2. Appointment of Crew Managers
With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided
herein, the Owners hereby appoint the Crew Managers and the Crew Managers hereby agree to act as the
crew managers of the Vessel.
Subject to the terms and conditions herein provided, during the period of this Agreement, the Crew
Managers shall carry out Crew Management Services in respect of the Vessel as agents for and on behalf
of the Owners. The Crew Managers shall have authority to take such actions as they may from time to
time in their absolute discretion consider to be necessary to enable them to perform this Agreement in
accordance with sound crew management practice.
3.1 Crew Management
The Crew Managers shall provide suitably qualified Crew for the Vessel as required by
the Owners in accordance with the STCW 95 requirements, provision of which includes
but is not limited to the following functions:
(i) selecting and engaging the Vessel's Crew, including payroll arrangements, pension
administration, Crews tax, social security contributions and other dues payable in the
seafarees country of domicile;
(ii) ensuring that the applicable requirements of the law of the flag of the Vessel stated in
Box 7 are satisfied in respect of manning levels, rank, qualification and certification of the
Crew and employment regulations including disciplinary and other requirements;
Page 686
(iii) ensuring that all members of the Crew have passed a medical examination with a
qualified doctor certifying that they are fit for the duties for which they are engaged and
are in possession of valid medical certificates issued in accordance with appropriate flag
State requirements. In the absence of applicable flag State requirements the medical
certificate shall be dated not more than three months prior to the respective Crew
members leaving their country of domicile and maintained for the duration of their service
on board the Vessel;
(iv) ensuring that the Crew shall have a command of the English language of a sufficient
standard to enable them to perform their duties safely;
(v) Instructing the Crew to obey all reasonable orders of the Owners and/or the
Company, including, but not limited to orders in connection with safety and navigation,
avoidance of pollution and protection of the environment;
(vi) ensuring that no Connected Person shall proceed to sea on board the Vessel without
the prior consent of the Owners (such consent not to be unreasonably withheld);
(vii) arranging transportation of the Crew, including repatriation;
(viii) training the Crew and supervising their efficiency;
(ix) conducting union negotiations; and
(x) operating the Owners' drug and alcohol policy, unless otherwise agreed.
3.2 Accounting Services
(Only applicable if agreed according to Box 6)
The Crew Managers shall:
(i) establish an accounting system which meets the requirements of the Owners and
provide regular accounting services, supply regular reports and records; and
(ii) maintain the records of all costs and expenditure incurred as well as data necessary
or proper for the settlement of accounts between the parties.
4. Crew Insurance Arrangements
Subject to the terms and conditions herein provided, the Owners shall, unless otherwise agreed:
4.1 insure the Crew and any Connected Persons proceeding to sea on board for crew risks, which shall
include but not be limited to death, sickness, repatriation, injury, shipwreck unemployment indemnity
and loss of personal effects, with a first class insurance company, underwriter or protection and
indemnity association ("the Crew Insurances");
4.2 ensure that all premiums or calls in respect of the Crew insurances are paid promptly by their due
Page 687
date;
4.3 ensure that Crew Insurances shall name the Crew Managers as co-assured (unless advised by the
Crew Managers to the contrary); and
4.4 provide evidence that they have complied with their obligations under sub-clauses 4.1, 4.2 and 4.3
within a reasonable time following the commencement of this Agreement and after each renewal date or
payment date of the Crew Insurances, to the reasonable satisfaction of the Crew Managers.
5. Crew Managers' Obligations
The Crew Managers undertake to use their best endeavours to, provide the agreed Crew Management Services specified
in this Agreement to the Owners in accordance with sound crew management practice, and to protect and promote the
Provided, however, that the Crew Managers in the performance of their management responsibilities under this
Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to
time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the
Crew Managers shall be entitled to allocate available manpower in such manner as in the prevailing circumstances the
Crew Managers in their absolute discretion consider to be fair and reasonable.
The Owners shall:
6.1 pay all sums due to the Crew Managers punctually in accordance with the terms of this Agreement;
6.2 procure that the requirements of the law of the Vessel's flag State are satisfied and that they, or such
other entity as may be appointed by them, are identified to the Crew Managers as the Company;
6.3 Inform the Crew Managers prior to ordering Vessel to any area excluded by war risks underwriters
by virtue of the current London market war risks trading warranties and pay whatever additional costs
may properly be incurred by the Crew Managers as a consequence of such orders including, if necessary,
the costs of replacing the Crew. Any delays resulting from the negotiation with or replacement of the
Crew as a result of the Vessel being ordered to a war zone shall be for the Owners' account;
6.4 agree with the Crew Managers prior to any change of flag of the Vessel and pay whatever additional
costs may properly be incurred by the Crew Managers as a consequence of such change;
6.5 provide, at no cost to the Crew Managers, in accordance with the requirements of the law of the flag
of the Vessel stated in Box 7, or higher standard, as mutually agreed, adequate Crew accommodation and
living standards;
6.6 unless otherwise agreed, arrange for the supply of provisions, at their own expense;
6.7 where the Crew Managers provide provisions, reimburse the Crew Managers for any food
consumed on board other than by the Crew or any Connected Person and compensate the Crew
Managers or provide replacement for any losses of foodstuffs caused exclusively by the breakdown of
the refrigeration plant and machinery; and
Page 688
6.8 procure that throughout the period of this Agreement:
(i) at the Owners' expense, the Vessel is insured for not less than her sound market value
or entered for her full gross tonnage, as the case may be, for:
(a) usual hull and machinery marine risks (including crew negligence) and excess
liabilities;
(b) protection and indemnity risks, including pollution risks, diversion expenses and
also including crew risks in accordance with sub-clause 4.1, unless separately insured by
the Crew Managers; and
(c) war risks (including protection and indemnity and crew risks);
in accordance with the best practice of prudent owners of vessels of a similar type to the
Vessel, with first class insurance companies, underwriters or associations ("the Owners'
Insurances");
(ii) all premiums and calls on the Owners' Insurances are paid promptly by their due date;
(iii) the Owners' Insurances name the Crew Managers and, subject to underwriters' agreement, any third
party designated by the Crew Managers as a joint assured, with full cover, with the Owners obtaining
cover in respect of each of the Insurances specified in sub-clause 6.8(i) above:
(a) on terms whereby the Crew Managers and any such third party are liable in respect
of premiums or calls arising in connection with the Owners' Insurances; or
(b) if reasonably obtainable, on terms such that neither the Crew Managers nor any such
third party shall be under any liability in respect of premiums or calls arising in
connection with the Owners' Insurances; or
(c) on such terms as may be agreed in writing.
Note:
indicate alternative (a), (b) or (c) of sub-clause 6.8(iii) in Box 8. If Box 8 is left blank
then (a) applies.
(iv) written evidence is provided, to the reasonable satisfaction of the Crew Managers, of their compliance with their
obligations under this Clause within a reasonable time of the commencement of the Agreement, and of each renewal
date and, if specifically requested, of each payment date of the Owners' Insurances.
7. Crew Management Fee
7.1 The Owners shall pay the Crew Managers for their services as crew managers under this Agreement
a monthly fee in the amount stated in Box 9 which shall be payable in advance, the first monthly fee
being payable on the commencement of this Agreement.
7.2
(i) The fee shall be renegotiated annually. Not less than three (3) months before the
anniversary date of the commencement of this Agreement specified in Box 4, the Crew
Page 689
Managers shall submit to the Owners a proposed fee figure to be applicable for the
forthcoming year.
(ii) The Owners shall indicate to the Crew Managers their acceptance or rejection of the
proposed revised fee within one month of presentation, failing which the Crew Managers
shall be entitled to assume that the Owners have accepted the said fee.
7.3 The Crew Managers shall, at no extra costs to the Owners, provide their own office accommodation,
office staff, facilities and stationery. The Owners shall reimburse the Crew Managers for postage and
communication expenses, travelling expenses, and other out of pocket expenses properly incurred by the
Crew Managers in the pursuance of the Crew Management Services.
7.4 In the event of lay up or extensive repairs to the Vessel that last for more than the number of months
stated in Box 10, the parties shall mutually agree the extent of down-manning required, together with the
revision of the fee and re-manning arrangements for the period exceeding the number of months stated in
Box 10 until one month before the Vessel is again put into service. Consequential costs of reduction and
reinstatement of the Crew shall be for the Owners' account. In the event that the parties cannot agree, the
Agreement shall be terminated in accordance with Clause 17.
8. Budgets and Management of Funds
8.1 The Crew Managers shall present to the Owners annually a budget for the following twelve months
in such form as the Owners require. The budget for the first year hereof is set out In Annex "C" hereto.
Subsequent annual budgets shall be prepared by the Crew Managers and submitted to the Owners not
less than three months before the anniversary date of the commencement of this Agreement (see Clause 2
and Box 4).
8.2 The Owners shall indicate to the Crew Managers their acceptance and approval of the annual budget
within one month of presentation and in the absence of any such indication the Crew Managers shall be
entitled to assume that the Owners have accepted the proposed budget.
8.3 Following the agreement of the budget, the Crew Managers shall prepare and present to the Owners
their estimate of the Crew Costs and the Crew Managers shall each month update this estimate. Based
thereon, the Crew Managers shall each month request the Owners in writing for the funds required to
crew the Vessel for the ensuing month. Such funds shall be received by the Crew Managers within ten
running days after the receipt by the Owners of the Crew Managers' written request and shall be held to
the credit of the Owners in a separate bank account.
8.4 The Crew Managers shall produce a monthly comparison between budgeted and actual income and
expenditure of the Vessel in such form as required by the Owners.
8.5 Unless otherwise agreed, all discounts and commissions obtained by the Crew Managers in the
course of the Crew Management of the Vessel shall be credited to the Owners.
8.6 Notwithstanding anything contained herein, the Crew Managers shall in no circumstances be
required to use or commit their own funds to finance the provision of the Crew Management Services.
9. Trading Restrictions
The Owners and the Crew Managers will, prior to the commencement of this Agreement, agree on any trading
Page 690
restrictions to the Vessel that may result from the terms and conditions of the Crew's employment.
10. Replacement
The Owners shall have the right to require the replacement, at their own expense, at the next reasonable opportunity, of
any member of the Crew found on reasonable grounds to be unsuitable for service. If the Crew Managers have failed to
fulfil their obligations in providing suitably qualified Crew within the meaning of sub-clause 3.1, then such replacement
shall be at the Crew Managers' expense.
11. Crew Managers' Right to Sub-contract
The Crew Managers shall not have the right to sub-contract any of their obligations hereunder without the prior written
consent of the Owners, which shall not be unreasonably withheld. In the event of such a sub-contract, the Crew
Managers shall remain fully liable for the due performance of their obligations under this Agreement.
12.1 Force Majeure. Neither the Owners nor the Crew Managers shall be under any liability for any
failure to perform any of their obligations hereunder by reason of any cause of whatsoever of any nature
or kind beyond their reasonable control.
12.2 Crew Managers' liability to Owners. Without prejudice to sub-clause 12.1 the Crew Managers
shall be under no liability whatsoever to the Owners for any loss, damage, delay or expense of
whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or
in connection with detention of or delay to the Vessel) and howsoever arising in the course of
performance of the Crew Management Services UNLESS same is proved to have resulted solely from
the negligence, gross negligence or wilful default of the Crew Managers or any of their employees or
agents, or sub-contractors employed by them in connection with the Vessel, in which case (save where
loss, damage, delay or expense has resulted from the Crew Managers' personal act or omission
committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay
or expense would probably result) the Crew Managers' liability for each incident or series of incidents
giving rise to a claim or claims shall never exceed a total of ten (10) times the equivalent annual fee
payable hereunder.
12.3 Acts or omissions of the Crew. Notwithstanding anything that may appear to the contrary in this
Agreement, the Crew Managers shall not be liable for any act or omission of the Crew, even if such acts
or omissions are negligent, grossly negligent or wilful, except only to the extent that they are shown to
have resulted from a failure by the Crew Managers to discharge their obligations under Clause 5, in
which case their liability shall be limited in accordance with the terms of this Clause 12.
12.4 Indemnity. Except to the extent and solely for the amount therein set out that the Crew Managers
would be liable under sub-clause 12.2 the Owners hereby undertake to keep the Crew Managers and their
employees, agents and sub-contractors indemnified and to hold them harmless against all actions,
proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought
against them or incurred or suffered by them arising out of or in connection with the performance of the
Agreement, and against and in respect of all costs, loss, damages and expenses (including legal costs and
expenses on a full indemnity basis) which the Crew Managers may suffer or incur (either directly or
indirectly) in the course of the performance of this Agreement.
12.5 "Himalaya." It is hereby expressly agreed that no employee or agent of the Crew Managers
Page 691
(including every sub-contractor from time to time employed by the Crew Managers) shall in any
circumstances whatsoever be under any liability whatsoever to the Owners for any loss, damage or delay
of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part
while acting in the course of or in connection with his employment and, without prejudice to the
generality of the foregoing provisions in this Clause, every exemption, limitation, condition and liberty
herein contained and every right, exemption from liability, defence and immunity of whatsoever nature
applicable to the Crew Managers or to which the Crew Managers are entitled hereunder shall also be
available and shall extend to protect every such employee or agent of the Crew Managers acting as
aforesaid and for the purpose of all the foregoing provisions of this Clause the Crew Managers are or
shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or
might be his servants or agents from time to time (including sub-contractors as aforesaid) and all such
persons shall to this extent be or be deemed to be parties to this Agreement.
13. Documentation
For the purpose of demonstrating compliance with the requirements of STCW 95 to the Flag State Administration and
other third parties, the Crew Managers shall provide the Owners with full and ready access to documentation and data
relevant to the Crew. Such information shall be maintained and be readily accessible and include, without being limited
to, documentation and data on Crew experience, training, medical fitness and competence in assigned duties.
14.1 The Crew Managers shall handle and settle all claims arising out of the Crew Management
Services hereunder and keep the Owners Informed regarding any Incident of which the Crew Managers
become aware, which gives or may give rise to claims or disputes involving third parties.
14.2 The Crew Managers shall, as instructed by the Owners, bring or defend actions, suits or
proceedings, in connection with matters entrusted to the Crew Managers according to this Agreement.
14.3 The Crew Managers shall also have power to obtain legal or technical or other outside expert
advice in relation to the handling and settlement of claims and disputes.
14.4 The Owners shall arrange for the provision of any necessary guarantee bond or other security, in
the first instance.
14.5 Any costs incurred by the Crew Managers in carrying out their obligations according to Clause 14
shall be reimbursed by the Owners.
15. Auditing
The Crew Managers shall at all times maintain and keep true and correct accounts and shall make the same available for
inspection and auditing by the Owners at such times as may be mutually agreed. On the termination, for whatever
reasons, of this Agreement, the Crew Managers shall release to the Owners, if so requested, the originals where
possible, or otherwise certified copies, of all such accounts.
16. Compliance with Laws and Regulations
The Crew Managers will not do, or permit to be done, anything that might cause any breach or infringement of the laws
and regulations of the Vessel's flag, or of the places where she trades.
Page 692
Box 5. Thereafter, unless notice of termination is given two (2) months prior to the date stated in Box 5, the Agreement
shall continue until terminated by either party giving to the other notice in writing, in which event it shall terminate
upon expiration of a period of two (2) months from the date upon which such notice was given.
18. Termination
8.1 Owners' Default
(i) The Crew Managers shall be entitled to terminate the Agreement with immediate
effect by notice in writing if any sum payable by the Owners under this Agreement shall
not have been received in the Crew Managers' nominated account within ten running days
of receipt by the Owners of the Crew Managers' written request in accordance with Clause
7 or if the Vessel is repossessed by the Mortgagees.
(ii) If the owners:

(a) fail to meet their obligations under Clause 6 of this Agreement for any reason within
their control, or
reasonable opinion of the Crew Managers, is unduly hazardous or improper,
the Crew Managers may give notice in writing of the default to the Owners, requiring
them to remedy it as soon as practically possible. In the event that the Owners fail to
remedy it within a reasonable time to the satisfaction of the Crew Managers, the Crew
Managers shall be entitled to terminate the Agreement with immediate effect by notice in
writing.
18.2 Crew Managers' Default. If the Crew Managers fall to meet their obligations under Clause 5 of this Agreement
for any reason within the control of the Crew Managers, the Owners may give notice in writing to the Crew Managers
of the default requiring them to remedy it as soon as practically possible. In the event that the Crew Managers fail to
remedy it within a reasonable time to the satisfaction of the Owners, the Owners shall be entitled to terminate the
Agreement with immediate effect by notice in writing.
18.3 Extraordinary Termination. This Agreement shall be deemed to be terminated in the case of the sale of the
requisitioned or has been declared missing.
18.4 For the purpose of sub-clause 18.3 hereof:
agreement has been reached with her Underwriters in respect of her constructive, compromised or
arranged total loss or if such agreement with her Underwriters is not reached it is adjudged by a
competent tribunal that a constructive loss of the Vessel has occurred; and
Page 693
(iii) the date upon which the Vessel is to be treated as missing shall be ten (10) days after the Vessel
was last reported or, when the Vessel is posted as missing by Lloyd's. A missing vessel shall be deemed
lost in accordance with the provisions of subclause 18.4(ii).
amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special
18.6 In the event of this Agreement being terminated by either party in accordance with sub-clauses 18.1 or 18.3, the
fee and the Crew Support Costs shall continue to be payable from the date on which the Crew leave the Vessel for the
number of months stated in Box 11. The Owners shall also pay an equitable proportion of such reasonable Severance
Costs as the Crew Managers can prove that they have incurred. The Crew Managers shall use their best endeavours to
minimise such Severance Costs which, in any event, shall not exceed a maximum sum equivalent to the Crew's basic
wages for the number of months stated in Box 11.
dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in
the extent necessary to give effect to the provisions of this Clause.
done so within the 14 days specified.
If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days
specified, the party referring a dispute to arbitration may, without the requirement of any further prior
notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party
accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed
by agreement.
In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum
as the. parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims
19.2 This Agreement shall be governed by and construed in accordance with Title 9 of the United States
Page 694
Agreement shall be referred to three persons at New York, one to be appointed by each of the parties
Arbitrators, Inc.
In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum
Procedure of the Society of Maritime Arbitrators, Inc., current at the time when the arbitration
19.3 This Agreement shall be governed by and construed in accordance with the laws of the place
mutually agreed by the parties and any dispute arising out of or in connection with this Agreement shall
be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.
19.4 If Box 12 in Part I is not appropriately filled in, sub-clause 19.1 of this Clause shall apply.
Note:
19.1, 19.2 and 19.3 are alternatives, indicate altemative agreed in Box 12.
20. Notices
20.1 Any notices to be given by either party to the other party shall be in writing and may be sent by
fax, telex, registered or recorded mail or by personal service.
respectively.
ANNEX "A" (DETAILS OF VESSEL OR VESSELS) TO THE BALTIC AND INTERNATIONAL

MARITIME COUNCIL (BIMCO) STANDARD CREW MANAGEMENT AGREEMENT (COST PLUS FEE)
CODE NAME: "CREWMAN A -- COST PLUS FEE"
____________________
Date of Agreement:
Name of Vessel(s):
Particulars of Vessel(s):
ANNEX "B" (CREW DETAILS) TO THE BALTIC AND INTERNATIONAL MARITIME COUNCIL
(BIMCO) STANDARD CREW MANAGEMENT AGREEMENT (COST PLUS FEE)
____________________
Date of Agreement:
Name of Vessel:
Details of Crew:
Page 695
Number ................... Rank ................... Nationality ..................
ANNEX "C" (BUDGET FOR THE FIRST YEAR) TO THE BALTIC AND INTERNATIONAL
MARITIME COUNCIL (BIMCO) STANDARD CREW MANAGEMENT AGREEMENT (COST PLUS FEE)
Date of Agreement:
Name of Vessel:
Budget Details:
Legal Topics:
FOOTNOTES:
Page 696

FORM No. 25-2A CREWMAN B -- Lumpsumn*
Standard Crew Management Agreement
PART II
1. Definitions. In this Agreement, save where the context otherwise requires, the following words and
expressions shall have the meanings hereby assigned to them.
"Crew Managers" means the party identified in Box 3.
"Vessel" means the vessel or vessels, details of which are set out in Annex "A" attached
hereto.
"Crew" means the Master, officers and ratings of the numbers, rank and nationality
specified in Annex "B" attached hereto.
"Connected Person" means any person connected with the provision and the
performance of the Crew Management Services.
Page 697
"Crew Management Services" means the services agreed to be carried out by the Crew
Managers in accordance with subclause 3.1 and, where indicated affirmatively in Box 6,
sub-clause 3.2.
"Severance Costs" means the costs which the Crew Managers are legally obliged to
pay to the Crew as a result of the early termination of a fixed term employment contract
for service on the Vessel.
"ISM Code" means the International Management Code for the Safe Operation of Ships
and for Pollution Prevention as adopted by the International Maritime Organization
(IMO) by resolution A.741(18) or any subsequent amendment thereto.
"Company" means the Owner of the Vessel or any other organisation or person who
has assumed the responsibility for the operation of the Vessel from the Owner and who,
on assuming such responsibility, has agreed to take over all duties and responsibilities
imposed by the ISM Code.
"STCW 95" means the International Convention on Standards of Training, Certification

and Watchkeeping for Seafarers, 1978, as amended in 1995, or any subsequent
amendment thereto.
2. Appointment of Crew Managers
With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided
herein, the Owners hereby appoint the Crew Managers and the Crew Managers hereby agree to act as the
crew managers of the Vessel.
Subject to the terms and conditions herein provided, during the period of this Agreement the Crew
Managers shall be the employers of the Crew and shall carry out Crew Management Services in respect
of the Vessel in their own name.
3.1 Crew Management
The Crew Managers shall provide suitably qualified Crew for the Vessel as required by
the Owners in-accordance with the STCW 95 requirements, provision of which includes
but is not limited to the following functions:
(i) selecting and engaging the Vessel's Crew, including payroll arrangements, pension
administration, Crew's tax, social security contributions and other dues payable in the
seafarer's country of domicile;
(ii) ensuring that the applicable requirements of the law of the flag of the Vessel stated in
Box 7 are satisfied in respect of manning levels, rank, qualification and certification of the
Crew and employment regulations including disciplinary and other requirements;
(iii) ensuring that all members of the Crew have passed a medical examination with a
qualified doctor certifying that they are fit for the duties for which they are engaged and
are in possession of valid medical certificates issued in accordance with appropriate flag
State requirements. In the absence of applicable flag State requirements the medical
Page 698
certificate shall be dated not more than three months prior to the respective Crew
members leaving their country of domicile and maintained for the duration of their service
on board the Vessel;
(iv) ensuring that the Crew shall have a command of the English language of a sufficient
standard to enable them to perform their duties safely;
(v) instructing the Crew to obey all reasonable orders of the Owners and/or the
Company, including, but not limited to orders in connection with safety and navigation,
avoidance of pollution and protection of the environment;
(vi) ensuring that no Connected Person shall proceed to sea on board the Vessel without
the prior consent of the Owners (such consent not to be unreasonably withheld);
(vii) arranging transportation of the Crew, including repatriation;
(viii) arranging for the supply of provisions, at the Crew Managers' expense, unless
otherwise agreed;
(ix) training the Crew and supervising their efficiency;
(x) conducting union negotiations; and
(xi) operating the Owners' drug and alcohol policy, unless otherwise agreed.
3.2 Crew Insurance Arrangements
Subject to the terms and conditions herein provided, the Crew Managers shall:
(i) insure the Crew and any Connected Persons proceeding to sea on board for crew
risks, which shall include but not be limited to death, sickness, repatriation, injury,
shipwreck unemployment indemnity and loss of personal effects, with a first class
insurance company, underwriter or protection and indemnity association ('the Crew
Insurances');
(ii) ensure that all premiums or calls in respect of the Crew Insurances are paid promptly
by their due date;
(iii) ensure that Crew Insurances shall name the Owners as co-assured (unless advised by
the Owners to the contrary); and
(iv) provide evidence that they have complied with their obligations under sub-clauses
3.2(i), (ii) and (iii) within a reasonable time following the commencement of this
Agreement and after each renewal date or payment date of the Crew Insurances, to the
reasonable satisfaction of the Owners.
4. Crew Managers' Obligations

Page 699
The Crew Managers undertake to use their best endeavours to provide the agreed Crew Management Services specified
in this Agreement to the Owners in accordance with sound crew management practice, and to protect and promote the
Provided, however, that the Crew Managers in the performance of their management responsibilities under this
Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to
time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the
Crew Managers shall be entitled to allocate available manpower in such manner as in the prevailing circumstances the
Crew Managers in their absolute discretion consider to be fair and reasonable.
The Owners shall:
5.1 pay all sums due to the Crew Managers punctually in accordance with the terms of this Agreement;
5.2 procure that the requirements of the law of the Vessel's flag State are satisfied and that they, or such
other entity as may be appointed by them, are identified to the Crew Managers as the Company;
5.3 inform the Crew Managers prior to ordering the Vessel to any area excluded by war risks
underwriters by virtue of the current London market war risks trading warranties and pay whatever
additional costs may properly be incurred by the Crew Managers as a consequence of such orders
including, if necessary, the costs of replacing the Crew. Any delays resulting from the negotiation with
or replacement of the Crew as a result of the Vessel being ordered to a war zone shall be for the Owners'
account;
5.4 agree with the Crew Managers prior to any change of flag of the Vessel and pay whatever additional
costs may properly be incurred by the Crew Managers as a consequence of such change;
5.5 provide, at no cost to the Crew Managers, in accordance with the requirements of the law of the flag
of the Vessel stated in Box 7, or higher standard, as mutually agreed, adequate Crew accommodation and
living standards;
5.6 reimburse the Crew Managers, where the Crew Managers provide provisions, for any food
consumed on board other than by the Crew or any Connected Person and compensate the Crew
Managers or provide replacement for any losses of foodstuffs caused exclusively by the breakdown of
the refrigeration plant and machinery; and;
5.7 procure that throughout the period of this Agreement:
(i) at the Owners' expense, the Vessel is insured for not less than her sound market value
or entered for her full gross tonnage, as the case may be, for:
(a) usual hull and machinery marine risks (including crew negligence) and excess
liabilities;
(b) protection and indemnity risks, including pollution risks, and diversion expenses, but
excluding crew risks in accordance with sub-clause 3.2(i), if separately insured by the
Crew Managers; and
(c) war risks (including protection and indemnity and crew risks);
Page 700
in accordance with the best practice of prudent owners of vessels of a similar type to the
Vessel, with first class insurance companies, underwriters or associations ('the Owners'
Insurances');
(ii) all premiums and calls on the Owners' Insurances are paid promptly by their due date;
(iii) the Owners' Insurances name the Crew Managers and, subject to underwriters' agreement, any third
party designated by the Crew Managers as a joint assured, with full cover, with the Owners obtaining
cover in respect of each of the insurances specified in sub-clause 5.7(i) above:
(a) on terms whereby the Crew Managers and any such third party are liable in respect
of premiums or calls arising in connection with the Owners' Insurances; or
(b) if reasonably obtainable, on terms such that neither the Crew Managers nor any such
third party shall be under any liability in respect of premiums or calls arising in
connection with the Owners' Insurances; or
(c) on such terms as may be agreed in writing.
Note:
indicate alternative (a), (b) or (c) of sub-clause 5.7(iii) in Box 8. If Box 8 is left blank then (a) applies.
(iv) written evidence is provided, to the reasonable satisfaction of the Crew Managers, of their compliance with their
obligations under this Clause within a reasonable time of the commencement of the Agreement, and of each renewal
date and, if specifically requested, of each payment date of the Owners' Insurances.
6. Crew Management Lump Sum
6.1 The Owners shall pay the Crew Managers for their services as crew managers under this Agreement
a monthly lump sum in the amount stated in Box 9 which shall be payable in advance, the first monthly
lump sum being payable on the commencement of this Agreement.
6.2 The lump sum shall include:
(i) all payments which are due to or on behalf of the Crew in accordance with their
contracts of employment, subject to any limitation on overtime hours in accordance with
sub-clause 6.3;
(ii) all costs incurred in providing insurance cover including any deductibles;
(iii) the cost of obtaining all documentation necessary for the Crew's employment,
including but not limited to medical and vaccination certificates, passports, visas,
seaman's books, licenses and crew lists;
(iv) the cost of transportation of the Crew to and from the Vessel including hotel
expenses and food while travelling, other than the initial Crew transportation costs in
accordance with sub-clause 6.4. All travelling expenses are based on the Vessel trading
regularly to the port or area shown in Box 10. Should the Crew Managers have to pay any
Page 701
additional travelling expenses by reason of the Vessel not calling regularly at the above
port or area, any excess travelling costs/expenses shall be charged to the Owners
separately, on terms to be agreed;
(v) port disbursements and fees in respect of Crew matters;
(vi) the cost of crew mail and Crew's communications from the Vessel;
(vii) the cost of food for the Crew.
The Crew Managers and the Owners shall, respectively at the commencement and
termination of this Agreement, take over and pay for all unbroached provisions on board
the Vessel at a price to be mutually agreed;
(viii) working clothes; and
(ix) all other costs and expenses necessarily incurred by the Crew Managers in providing
the Crew Management Services.
6.3 The amount of Crew overtime covered by the lump sum shall be as stated in Box 11. If overtime
exceeds that amount the Owners shall pay for the excess at the rates set out in Annex "B."
6.4 Unless otherwise agreed and stated in Box 12, the Owners shall bear the initial Crew transportation
costs from the point of departure from their country of domicile at the commencement of this
Agreement.
6.5 Any invoices submitted by the Crew Managers for expenditure properly and reasonably incurred by
them in the discharge of their duties under this Agreement and which is not included in the Crew
Management Services but which is payable by the Owners, including but not limited to consequential
costs of lay up or repairs (sub-clause 6.7), excess overtime (sub-clause 6.3) and the initial Crew
transportation costs (sub-clause 6.4) shall be paid by the Owners at the time of the payment of the next
lump sum due under sub-clause 6.1 or, in case of termination of the Agreement, before disembarkation
of the Crew.
6.6
(i) The lump sum shall be renegotiated annually. Not less than three (3) months before
the anniversary date of the commencement of this Agreement specified in Box 4, the
Crew Managers shall submit to the Owners a proposed lump sum figure to be applicable
for the forthcoming year;
(ii) The Owners shall indicate to the Crew Managers their acceptance or rejection of the
proposed revised lump sum within one month of presentation, failing which the Crew
Managers shall be entitled to assume that the Owners have accepted the, said lump sum.
6.7 In the event of lay up or extensive repairs to the Vessel that last for more than the number of months
stated in Box 13, the parties shall mutually agree the extent of down-manning required, together with the
revision of the lump sum and remanning arrangements for the period exceeding the number of months
stated in Box 13 until one month before the Vessel is again put into service. Consequential costs of
reduction and reinstatement of the Crew shall be for the Owners' account. In the event that the parties
Page 702
cannot agree, the Agreement shall be terminated in accordance with Clause 14.
7. Trading Restrictions
The Owners and the Crew Managers will, prior to the commencement of this Agreement, agree on any trading
restrictions to the Vessel that may result from the terms and conditions of the Crew's employment.
8. Replacement
The Owners shall have the right to require the replacement, at their own expense, at the next reasonable opportunity; of
any member of the Crew found on reasonable grounds to be unsuitable for service. If the Crew Managers have failed to
fulfil their obligabons in providing suitably qualified Crew within the meaning of sub-clause 3.1, then such replacement
shall be at the Crew Managers' expense.
9. Crew Managers' Right to Sub-Contract
The Crew Managers shall not have the right to sub-contract any of their obligations hereunder without the prior written
consent of the Owners, which shall not be unreasonably withheld. In the event of such a sub-contract, the Crew
Managers shall remain fully liable for the due performance of their obligations under this Agreement.
10.1 Force Majeure. Neither the Owners nor the Crew Managers shall be under any liability for any
failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or
kind beyond their reasonable control.
10.2 Crew Managers' liability to Owners. Without prejudice to sub-clause 10.1 the Crew Managers
shall be under no liability whatsoever to the Owners for any loss, damage, delay or expense of
whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or
in connection with detention of or delay to the Vessel) and howsoever arising in the course of
performance of the Crew Management Services UNLESS same is proved to have resulted solely from
the negligence, gross negligence or wilful default of the Crew Managers or any of their employees or
agents, or sub-contractors employed by them in connection with the Vessel, in which case (save where
loss, damage, delay or expense has resulted from the Crew Managers' personal act or omission
committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay
or expense would probably result) the Crew Managers' liability for each incident or series of incidents
giving rise to a claim or claims shall never exceed a total of six (6) times the monthly lump sum payable
hereunder.
10.3 Acts or omissions of the Crew. Notwithstanding anything that may appear to the contrary in this
Agreement, the Crew Managers shall not be liable for any act or omission of the Crew, even if such acts
or omissions are negligent, grossly negligent or wilful, except only to the extent that they are shown to
have resulted from a failure by the Crew Managers to discharge their obligations under Clause 4, in
which case their liability shall be limited in accordance with the terms of this Clause 10.
10.4 Indemnity. Except to the extent and solely for the amount therein set out that the Crew Managers
would be liable under sub-clause 10.2 the Owners hereby undertake to keep the Crew Managers and their
employees, agents and sub-contractors indemnified and to hold them harmless against all actions,
proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought
against them or incurred or suffered by them arising out of or in connection with the performance of the
Page 703
Agreement, and against and in respect of all costs, loss, damages and expenses (including legal costs and
expenses on a full indemnity basis) which the Crew Managers may suffer or incur (either directly or
indirectly) in the course of the performance of this Agreement.
10.5 "Himalaya." It is hereby expressly agreed that no employee or agent of the Crew Managers
(including every sub-contractor from time to time employed by the Crew Managers) shall in any
circumstances whatsoever be under any liability whatsoever to the Owners for any loss, damage or delay
of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part
while acting in the course of or in connection with his employment and, without prejudice to the
generality of the foregoing provisions in this Clause, every exemption, limitation, condition and liberty
herein contained and every right, exemption from liability, defence and immunity of whatsoever nature
applicable to the Crew Managers or to which the Crew Managers are entitled hereunder shall also be
available and shall extend to protect every such employee or agent of the Crew Managers acting as
aforesaid and for the purpose of all the foregoing provisions of this Clause the Crew Managers are or
shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or
might be his servants or agents from time to time (including sub-contractors as aforesaid) and all such
persons shall to this extent be or be deemed to be parties to this Agreement.
11. Documentation
For the purpose of demonstrating compliance with the requirements of STCW 95 to the Flag State Administration and
other third parties, the Crew Managers shall provide the Owners with full and ready access to documentation and data
relevant to the Crew. Such information shall be maintained and be readily accessible and include, without being limited
to, documentation and data on Crew experience, training, medical fitness and competence in assigned duties.
12.1 The Crew Managers shall handle and settle all claims arising out of the Crew Management
Services hereunder and keep the Owners informed regarding any incident of which the Crew Managers
become aware, which may be material to the operation of the Vessel.
12.2 Any costs incurred by the Crew Managers in carrying out their obligations according to Clause 12
shall be reimbursed by the Owners.
12.3 The Owners shall arrange for the provision of any necessary guarantee bond or other security, in
the first instance.
13. Compliance with Laws and Regulations
The Crew Managers will not do, or permit to be done, anything that might cause any breach or infringement of the laws
and regulations of the Vessel's flag, or of the places where she trades.
Box 5. Thereafter, unless notice of termination is given two (2) months prior to the date stated in Box 5, the Agreement
shall continue until terminated by either party giving to the other notice in writing, in which event it shall terminate
upon expiration of a period of two (2) months from the date upon which such notice was given.
15. Termination
Page 704
15.1 Owners' Default
(i) The Crew Managers shall be entitled to terminate the Agreement with immediate
effect by notice in writing if any sum payable by the Owners under this Agreement shall
not have been received in the Crew Managers' nominated account within ten running days
of receipt by the Owners of the Crew Managers' written request in accordance with Clause
6 or if the Vessel is repossessed by the Mortgagees.
(ii) If the Owners:

(a) fail to meet their obligations under Clause 5 of this Agreement for any reason within
their control, or
reasonable opinion of the Crew Managers, is unduly hazardous or improper,
the Crew Managers may give notice in writing of the default to the Owners, requiring
them to remedy it as soon as practically possible. In the event that the Owners fail to
remedy it within a reasonable time to the satisfaction of the Crew Managers, the Crew
Managers shall be entitled to terminate the Agreement with immediate effect by notice in
writing.
15.2 Crew Managers' Default. If the Crew Managers fail to meet their obligations under Clause 4 of this Agreement
for any reason within the control of the Crew Managers, the Owners may give notice in writing to the Crew Managers
of the default requiring them to remedy it as soon as practically possible. In the event that the Crew Managers fail to
remedy it within a reasonable time to the satisfaction of the Owners, the Owners shall be entitled to terminate the
Agreement with immediate effect by notice in writing.
15.3 Extraordinary Termination. This Agreement shall be deemed to be terminated in the case of the sale of the
requisitioned or has been declared missing.
15.4 For the purpose of sub-clause 15.3 hereof:
agreement has been reached with her Underwriters in respect of her constructive, compromised or
arranged total loss or if such agreement with her Underwriters is not reached it is adjudged, by a
competent tribunal that a constructive loss of the Vessel has occurred; and
(iii) the date upon which the Vessel is to be treated as missing shall be ten (10) days after the Vessel
was last reported or when the Vessel is posted as missing by Lloyd's. A missing vessel shall be deemed
lost in accordance with the provisions of sub-clause 15.4(ii).
amalgamation) or if a receiver is appointed, or it it suspends payment, ceases to carry on business or makes any special
Page 705
15.6 In the event of this Agreement being terminated by either party in accordance with sub-clauses 15.1 or 15.3, the
lump sum shall continue to be payable from the date on which the Crew leave the Vessel for the number of months
stated in Box 14. The Owners shall also pay such reasonable Severance Costs as the Crew Managers can prove that they
have incurred to the extent that such Severance Costs exceed the lump sum for the number of months stated in Box 14.
The Crew Managers shall use their best endeavours to minimise such Severance Costs.
dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in
the extent necessary to give effect to the provisions of this Clause.
appointment of a sole arbitrator. In cases where neither the claim nor any counterclaim exceeds the sum
of USD50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in
accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings
are commenced.
16.2 This Agreement shall be governed by and construed in accordance with Title 9 of the United States
Agreement shall be referred to three persons at NewYork, one to be appointed by each of the parties
Arbitrators, Inc.
In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other
sum as the parties may agree) the arbitration shall be conducted in accordance with the Shortened
Arbitration Procedure of the Society of Maritime Arbitrators, Inc., current at the time when the
arbitration proceedings are commenced.
Page 706
16.3 This Agreement shall be governed by and construed in accordance with the laws of the place
mutually agreed by the parties and any dispute arising out of or in connection with this Agreement shall
be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.
16.4 If Box 15 in Part I is not appropriately filled in, sub-clause 16.1 of this Clause shall apply.
Note:
16.1, 16.2 and 16.3 are alternatives; indicate alternative agreed in Box 15.
17. Notices
17.1 Any notices to be given by either party to the other party shall be in writing and may be sent by
fax, telex, registered or recorded mail or by personal service.
respectively.
Legal Topics:
FOOTNOTES:
Page 707

FORM No. 25-3 The Federation of National Associations of Ship Brokers and Agents
GENERAL AGENCY AGREEMENT

(for LINER SERVICES) n1
Fourth Edition
Revised and adopted JULY 1993
Recommended by The Baltic and International Maritime Council (BIMCO)
It is hereby agreed between:
___________________ of ______________________ (hereinafter referred to as the Principal)
___________________ of ___________________ (hereinafter referred to as the General Agent (G.A.))
dated the ___________________________________ day of ______________________ 19 ____________________
that:
1.00 The Principal hereby appoints the G.A. as its agent for all maritime services and vessels either
owned or chartered including any space or slot charter agreement calling at the G.A.'s territory serving
the trade between ___________________ and ___________________.
1.01 This Agreement shall come into effect on ___________________ and shall continue until
___________________. Thereafter it shall continue until terminated by either party giving to the other
notice in writing, in which event the Agreement shall terminate upon the expiration of a period of
Page 708
____________________ months from the date upon which such notice was given.
1.02 The territory in which the G.A. shall perform its duties under the Agreement shall be
___________________ hereinafter referred to as the Territory.
2.00 General Conditions
2.01 The Agreement covers the General Agency work within the Territory. It includes the duties of
marketing, operations, accounting and finance mentioned below. Any work performed as Port and/or
Inland Agents by the G.A. will be excluded from this Agreement for which a separate Standard Liner
Agency Agreement will be applicable.
2.02 The G.A. undertakes not to accept the representation of other shipping companies nor to engage in
NVOCC or such freight forwarding activities in the Territory, which are in direct competition to any of
the Principal's transportation activities, without prior written consent, which shall not unreasonably be
withheld.
2.03 The Principal undertakes not to appoint any other party in the G.A.'s Territory for the services
defined in this Agreement.
2.04 Where any of the activities of the G.A. in the Territory are not covered by this Agreement, then the
local General Conditions in the latest version or established custom of the trade and/or ports shall apply
and form part of this Agreement, unless otherwise agreed.
The G.A. undertakes to acquaint the Principal with any relevant local custom or practice and to furnish
the Principal with a copy of the local General Conditions if any.
2.05 In countries where the position of the agent is in any way legally protected or regulated, the G.A.
shall have the benefit of such protection or regulation, unless otherwise agreed.
2.06 All aspects of the Principal's business are to be treated confidentially and all files and records
pertaining to this business are the property of the Principal.
3.00 Duties of the G.A.
3.01 To represent the Principal in the Territory and to supervise all activities on behalf of the Principal in
the Territory, using his best endeavours to comply at all times with any reasonable specific instructions
which the Principal may give, including the use of Principal's documentation, terms and conditions.
3.02 In consultation with the Principal to recommend and/or appoint on the Principal's behalf and
account, Port, Inland Agents, and/or Sub-Agents if required.
3.03 In consultation with the Principal to recommend and/or to appoint on the Principal's behalf and
account, Stevedores, Watchmen, Tallymen, Terminal Operators, Hauliers and all kinds of suppliers if
required.
3.04 The G.A. will not be responsible for the negligent acts or defaults of the Port, Inland and/or
Sub-Agents or Sub-contractors unless the G.A. fails to exercise due care in the appointment and
supervision of such Port, Inland and/or Sub-Agents or Sub-Contractors.
Page 709
Notwithstanding the foregoing the G.A. shall be responsible for the acts of his subsidiary companies
appointed within the context of this Clause.
3.05 The G.A. will always strictly observe the shipping laws and regulations of the country and will
indemnify the Principal for any fines, penalties, expenses or restrictions that may arise because the G.A.
wilfully failed to comply with those laws or regulations.
3.10 Marketing
3.11 To supervise, activate and co-ordinate all marketing and sales activities of Port, Inland Agents
and/or sub-Agents in the Territory, in accordance with general guidelines laid down by the Principal and
to use every effort to obtain business from prospective clients and to consolidate the flow of statistics and
information.
3.12 To provide Port, Inland Agents and/or Sub-Agents with space allocations in accordance with the
Principal's requirements.
3.13 To arrange for public relations work (including advertising, press releases, sailing cards and general
promotional material) in accordance with the budget agreed with the Principal and on the Principal's
account.
3.14 To attend to Conference matters if required on behalf of the Principal and for its account.
3.20 Operations
3.21 To supervise and co-ordinate all activities of Port, Inland Agents and/or Sub-Agents as set forth per
attached Standard Liner Agency Agreement(s), in order to ensure the proper performance of all
customary requirements for the best possible operation of the Principal's vessel in the G.A.'s Territory.
3.22 To arrange for an efficient rotation of vessels within the Territory, in compliance with the
Principal's instructions.
3.23 To arrange for an efficient rotation of vessels within the Territory, in compliance with the
Principal's instructions.
3.24 To liaise with Port Agents and/or Sub-Agents if and where required, in the Territory in arranging
for such matters as bunkering, repairs, crew changes, ship's stores, spare parts, technical, nautical,
medical assistance and consular requirements.
3.25 To instruct and supervise Port, Inland Agents and/or Sub-Agents regarding the Principal's
requirements concerning claims handling, P&I matters and/or insurance, and the appointment of
Surveyors. all expenses involved with claims handling other than routine claims are for Principal's
account.
3.26 To supervise the documentation of Port, Inland Agents and/or Sub-Agents.
3.30 Container and / Services
3.31 To ensure that Port, Inland Agents and/or Sub-Agents can provide for and administer the Principal's
requirements of a Container/Ro-Ro service (delete whichever is inapplicable) including inter alia,
Page 710
equipment control, haulage, storage, maintenance and repairs (with supporting documentation) and
computerised system if any.
3.32 To comply with the Principal's equipment control and reporting system in the Territory or to make
available the G.A.'s system if required.
3.40 Accounting and Finance
3.41 To provide for appropriate records of the Principal's financial position to be maintained in the G.A.'s
books, which shall be available for inspection as required and to prepare such periodic financial
statement as may be reasonably required.
3.42 To check the accounts of Port, Inland Agents and/or Sub-Agents.
3.43 To check that Port, Inland Agents and/or Sub-Agents transfer all balances of accounts to the G.A.
and that same are accounted with the Principal. The G.A. shall co-ordinate from the Port, Inland Agents
and/or Sub-Agents the collection of freights due to the G.A.'s Territory.
3.44 To check and/or calculate freight and other charges according to Tariffs supplied by the Principal
and to exercise every care and diligence in applying all terms and conditions of such Tariffs or other
freight agreements. If the Principal organises or employs an organisation for checking of freight
calculations and documentation the costs for such checking to be entirely for the Principal's account.
3.45 To collecting freight and related accounts and remit to the Principal all freights and other monies
belonging to the Principal at such period intervals as the Principal may require. All bank charges to be
for the Principal's account. The G.A. shall advise the Principal of the customary credit terms and
arrangements. If the G.A. is required to grant credit to customers due to commercial reasons, the risk in
respect of outstanding collections is for the Principal's account unless the G.A. has granted credit without
the knowledge and prior consent of the Principal.
4.00 Dues of the Principal
4.01 To provide all documentation, stationary and/or software necessary to fulfill the G.A.'s tasks as
required by the Principal.
4.02 To give full and timely information regarding the vessel's schedule, ports of call and line policy.
4.03 To provide the G.A. immediately upon request with all necessary funds to cover advance
disbursements unless the G.A. shall have sufficient funds from the freights collected.
4.04 The Principal shall at all times indemnify the G.A. against all claims, charges, losses, damages and
expenses which the G.A. may incur in connection with the fulfillment of its duties under this Agreement.
Such indemnity shall extend to all acts, matters an things done, suffered or incurred by the G.A. during
the duration of this Agreement notwithstanding any termination thereof, provided however, that this
indemnity shall not extend to matters arising by reason of the wilful misconduct or the negligence of the
G.A.
4.05 Where the G.A. provides bonds, guarantees and any other forms of security to Customs or other
statutory authorities to cover the movement of cargo on behalf of the Principal or the Principal's
containers, stores or other equipment then the Principal shall indemnify and reimburse the G.A.
Page 711
immediately such claims are made, provided they do not arise by reason of the wilful misconduct or the
negligence of the G.A.
4.06 If mutually agreed the Principal shall take over the conduct of any dispute which may arise between
the G.A. and any third party as a result of the performance of the G.A.'s duties.
5.00 Remuneration
5.01 The Principal agrees to pay the G.A. and the G.A. accepts, as consideration for the services
rendered, the commissions and fees set forth on the schedule attached to this Agreement. Any fees
specified in monetary units shall be reviewed every twelve months and if necessary adjusted in
accordance with such recognised cost of living index as is published in the country of the G.A.
5.02 Should the Principal require the G.A. to undertake full processing and settlement of claims, then the
G.A. is entitled to a separate remuneration as agreed with the Principal and commensurate with the work
involved.
5.03 The remuneration specified in the schedule attached is in respect of the ordinary and anticipated
duties of the G.A. within the scope of this Agreement. Should the G.A. be required to perform duties
beyond the scope of this Agreement then the terms on which the G.A. may agree to perform such duties
will be subject to express agreement between the parties. Without prejudice to the generality of the
foregoing such duties may include e.g. participating in conference activities on behalf of the Principal,
booking fare-paying passengers, sending out general average notices and making collections under
average bonds insofar as these duties are not performed by the average adjuster.
5.04 If the Tariff currency varies in value against the local currency by more than 10% after
consideration of any currency adjustment factor existing in the trade the basis for calculation of
remuneration shall be adjusted accordingly.
5.05 If the G.A. utilises computers and computer systems, any extra expenses occasioned by specific
additional requirements of the Principal in the use of such computer equipment for the performance of
the G.A.'s duties to the Principal shall be borne by the Principal.
6.00 Duration
6.01 This Agreement shall remain in force as specified in clause 1.01 of this Agreement. Any notice of
termination shall be sent by registered or recorded mail.
6.02 If the Agreement for any reason other than negligence or wilful misconduct of the G.A. should be
cancelled at an earlier date than on the expiry of the notice given under clause 1.01 hereof, the Principal
shall compensate the G.A. The compensation payable by the Principal to the G.A. shall be determined in
accordance with clause 6.04 below.
6.03 If for any reason the Principal withdraws or suspends the service, the G.A. may withdraw from this
Agreement forthwith, without prejudice to its claim for compensation.
6.04 Where applicable the current local General Conditions in the latest version and failing those the
National Law on the termination of Agency Contracts will apply to this Agreement. Where no such
conditions of Statute Law apply, the basis of compensation shall be the monthly average of the
commission and fees earned during the previous 12 months or if less than 12 months have passed then a
Page 712
reasonable estimate of the same, multiplied by the number of months from the date of cancellation until
the contract would have been terminated in accordance with clause 1.01 above. Furthermore the gross
redundancy payments, which the G.A. (or his duty appointed Port, Inland Agent and/or Sub-Agent(s)) is
compelled to make to employees made redundant by reason of the withdrawal or suspension of the
Principal's service, or termination of this Agreement, shall be taken into account.
6.05 The G.A. shall have a general lien on amounts payable to the Principal in respect of any undisputed
sums due and owing to the G.A. including but not limited to commissions, disbursements and duties.
7.00 Jurisdiction
7.01
a) ThisAgreement 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 London,
one arbitrator being appointed by each party, in accordance with the Arbitration Acts
1950 and 1979 or any statutory modification or reenactment thereof for the time being in
force. On 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.
b) Any dispute arising out of this Agreement shall be referred to arbitration at

___________________ subject to the law and procedures applicable there.
a) and b) are alternatives if subclause b) is not filled in then a) shall apply.
The Federation of National Associations of Ship Brokers and Agents ___________________
REMUNERATION SCHEDULE BELONGING TO THE GENERAL AGENCY AGREEMENT
dated ___________________
between: ______________________
as Principal
and ______________________
as General Agent (G.A.)
___________________________________
REMUNERATION
Page 713
The G.A. is entitled to the following remuneration:
(I) A commission of
Inward ____________________ %
Outward ____________________ %
on all total freight earnings (including any surcharges, handling charges or freight additionals which may
be agreed) of the Principal's liner service to and from the Territory to be paid in the G.A.'s local currency.
The commission not to be lower than ___________________ per annum (minimum).
(II) For any non-liner vessel calling at ports within the G.A.'s Territory the customary local or national
supervisory fees shall apply.
(III) For each container or unit entering or leaving the inventory control system of the G.A., a fee of
____________________ per unit.
(IV) In respect of movements of cargo outside the G.A.'s Territory ____________________ % of gross
total freight is payable in cases where only collection of freight is involved.
(V) For processing of other than routine claims the G.A. is entitled to extra remuneration to be mutually
agreed.
(VI) Communications:
The Principal will either pay actual communication expense on a cost plus basis or pay a lump sum
monthly on an average cost plus basis, to be reviewable.
(VII) Travelling expenses:
When the G.A. is requested by the Principal to undertake journeys of any significant distance and/or
duration, all travel expenses including accommodation and other expenses will be for the Principal's
account.
______________________
Principal
______________________
General Agent
Legal Topics:
Business & Corporate LawAgency RelationshipsAgents DistinguishedGeneral AgentsAdmiralty LawMaritime
ContractsGeneral Overview
FOOTNOTES:
Page 714

FORM No. 25-4 INDUSTRY CODE OF PRACTICE ON SHIP RECYCLING

August 2001
1 Foreword
1.1 The Industry Working Party on Ship Recycling was established under the co-ordination of the
International Chamber of Shipping (ICS) in February 1999, in response to growing concerns expressed
by governments, environmental groups and the Industry itself regarding:
the legal position with respect to potentially hazardous substances on vessels sold for
recycling
the working conditions and safety provisions for workers in recycling yards and
environmental controls at recycling yards
1.2 The Industry Working Party comprises representatives from:
Baltic and International Maritime Council (BIMCO)

International Association of Dry Cargo Shipowners (INTERCARGO)
International Association of Independent Tanker Owners (INTERTANKO)
International Chamber of Shipping (ICS)
International Tanker Owners Pollution Federation (ITOPF)
International Transport Workers' Federation (ITF)
Oil Companies' International Marine Forum (OCIMF)
with active participation, as observers, from
Page 715
European Community Shipowners' Associations (ECSA)

International Association of Classification Societies (IACS)
1.3 At its first meeting the industry group, recognising the concerns of various parties, agreed to develop
a Code of Practice, outlining a series of recommendations which would constitute "good practice" in
respect of ships destined for recycling.
1.4 In the course of its discussions, the Working Party has come to realise that many parties are involved
in the recycling process, each of whom carries a degree of responsibility for the safety, whether human or
environmental, of the process of the disposal of time-expired tonnage. Likewise, the Working Party has
had to recognise that there are major areas over which the majority of shipping companies have little or
no direct influence, including, vitally, the standards applicable in the recycling yards.
1.5 This Code of Practice, therefore, deals primarily with issues which shipowners themselves can
reasonably be expected to address.
1.6 Other parties must also be prepared to play their part. The Industry Working Party is willing to
cooperate with other groups in seeking solutions to the problems involved and will actively encourage
the widespread use of these and other measures designed to improve both worker safety and
environmental protection in relation to the recycling industry.
1.7 It is hoped that this preliminary version of the Code of Practice, distributed with a view to test it in
practice, will be seen as a contribution towards the safe and environmentally-conscious recycling of
ships at the end of their working lives. Comments are invited from both users and other interested and
concerned parties as contributions to its future revision.
2. Introduction
2.1 The steady withdrawal of older ships and their replacement by new tonnage is a natural technological
process allowing the introduction of safer and more environmentally friendly designs, greater operating
efficiency and a general reduction in marine risks.
2.2 In general, ships are not scrapped but recycled, conforming to one of the basic principles of
sustainable development. Recycling is defined by the World Wildlife Fund as "the processing of waste or
rubbish back into raw materials so that it can be made into new items. It is undoubtedly beneficial - to
the individual, the community and the planet." (source: WWF-UK Recycling Fact Sheet)
2.3 In the process of recycling ships, virtually nothing goes to waste. The materials and equipment are
almost entirely reused. Steel is reprocessed to become, for instance, reinforcing rods for use in the
construction industry or as corner castings and hinges for containers. Ships' generators are reused ashore.
Batteries find their way into the local economy. Hydrocarbons on board become reclaimed oil products
to be used as fuel in rolling mills or brick kilns; light fittings find further use on land etc. Furthermore,
new steel production from recycled steel requires only one third of the energy used for steel production
from raw materials. Recycling makes a positive contribution to the global conservation of energy and
resources and, in the process, employs a large, if predominantly unskilled, workforce. Properly handled,
ship recycling is, without question, a "green" industry.
2.4 However, while the principle of ship recycling may be sound, the working practices and
environmental standards in the yards often leave much to be desired. While ultimate responsibility for
conditions in the yards has to lie with the countries in which they are situated, there is a corresponding
Page 716
responsibility on the shipping industry to do what it can to minimise potential problems in the yards.
2.5 A vessel may be sold and bought several times during its economic life. When a ship operator
decides to sell a vessel which, for whatever reason, no longer meets his requirements, he will seek a
buyer for his asset and appoint an agent, a "broker", to act on his behalf. "Brokers" specialise in matching
the seller with prospective buyers and facilitating communication and negotiations between them.
2.6 For many shipowners, the sale of a ship for whatever reason brings with it considerable commercial
risk. If the market falls between the time that the contract is concluded and the delivery of the vessel, the
shipowner will be concerned that the end buyer will look very closely at the terms of the contract to find
reason to cancel the contract and/or to renegotiate at a lower price. Many shipowners, and their appointed
brokers, prefer to avoid this commercial risk by selling to an intermediate buyer who is a specialist in the
business and has knowledge and contacts not typically possessed by shipowners, for whom selling a ship
for recycling is an infrequent activity. The middle buyer will then sell the ship on to the end buyer,
perhaps via a broker acting on behalf of a recycling yard. In such circumstances, the decision on which
recycling yard to select rests with the middle buyer rather than the shipowner.
2.7 Generally, potential buyers also appoint brokers, who may be acting on behalf of clients who are
seeking vessels to operate in further trading, or on behalf of recycling yards who are seeking to purchase
vessels with a potentially high residual "scrap" value. The seller's broker will be seeking the best return
for his client. The sale and purchase of the vessel is generally conducted between the brokers. This may
happen several times during the life of the vessel. A shipping company seldom deals directly, or even
indirectly, with a recycling yard and, therefore, usually has little opportunity to influence its selection.
2.8 Some brokers, however, specialise in obtaining vessels for recycling. Once a vessel is obtained, these
brokers will usually offer the vessel for sale for recycling, sometimes "as is" (in relation to its current
geographical and physical condition), to one or more cash buyers, usually via another broker, with the
contract stipulating the general area of delivery. The cash buyer will select the actual yard, normally at a
later date, and his role in obtaining details of the vessels purchased, and passing these details to the
recycling yard, is therefore vital.
2.9 The chain of communication between the operator who sells a ship and the yard which cuts it up is
thus a long one, potentially involving several parties. While the shipowner who is the last commercial
operator of the ship can seldom have a direct influence on conditions in recycling yards, or even on the
choice of yard, he can and should contribute to ensuring that information is available on any potentially
hazardous materials or conditions within the ship, and can determine the general condition of the ship
when handed over. This Code of Practice is intended to encourage those objectives.
3. Industry Policy on Recycling
3.1 The organisations involved in the development of this Code of Practice will, as part of a commitment
to promote safe operating and environmentally friendly practices in maritime operations:
i) Encourage the widespread use of this code within the industry
ii) Urge the use of a standard ship recycling contract, such as the BIMCO document, to
ensure that full account is taken of all relevant environmental, health and safety
considerations
iii) Take due note of available technical guidance on ship recycling such as the guidelines
Page 717
developed by Det Norske Veritas (DNV) or the United States Environmental Protection
Agency (EPA)
iv) Promote an open dialogue with international and national governmental and
non-governmental agencies and the owners and operators of recycling yards to address
mutual problems affecting environmental, health and safety standards
v) Encourage the International Maritime Organization (IMO) to endorse this industry

code and contribute to its further development
vi) Encourage the ship recycling industry to develop a code of practice appropriate to that
industry, containing guidance on work practices in relation to shore based activities in
recycling yards which will ensure acceptable environmental, safety and health standards
and monitor their application
vii) Encourage appropriate international bodies to endorse any ship recycling industry
code of practice
viii) Encourage the authorities in flag states and ship recycling states, as appropriate, to
take due account of any guidance developed in accordance with v), vi) and vii) above and
to seek to facilitate the application of such guidance
ix) Consider, with other interested parties, the development of criteria by which a vessel
could, on request, be declared "ready for recycling"
x) Encourage national or regional administrations to work together with governments in

ship recycling nations and other interested parties on projects involving the transfer of
technology or aid funding to improve facilities and working practices in the yards
xi) Encourage recycling yards to make publicly available details regarding the chosen
method for the safe handling of asbestos, PCBs and PABs, halon/freon, oily residues and
hazardous atmospheres in enclosed spaces
xii) Encourage those administrations with responsibilities for recycling yards to consider
introducing a "Certificate of Approval" for yards meeting acceptable worker safety and
environmental control standards including ensuring that the handling and disposal of
asbestos, oils and other hazardous substances, whether prior to the ship's arrival at the
recycling yard or subsequently, have been conducted in an acceptable manner.
3.2 For the present, the organisations involved in the development of this Code of Practice will
encourage all shipping companies to:
i) Initiate and complete a programme to identify and record, as far as is practicable, on

each of their existing ships, any potentially hazardous materials (see Annex 1) inherent in
their construction or used in their equipment and machinery. Such a record should be
passed to any subsequent owners of the vessel
ii) Make every effort to minimise the amount of potentially hazardous materials on board
the ship, including those carried as stores
Page 718
iii) Ensure that the ship reaches the recycling yard with the minimum quantities of fuel,
diesel, lubricating, hydraulic and other oils and chemicals consistent with the safe
operation of the vessel
iv) Deliver the ship to the recycling yard in a gas-free condition, with all tanks, except the
necessary fuel tanks for the final voyage, cleaned and certified to full hot work and entry
standards
v) Make every effort to ensure that an arrival inventory is prepared of asbestos, oils, toxic
substances, ozone-depleting substances and all other potentially hazardous materials,
including those inherent in the structure of the vessel or used as coatings on the vessel,
those contained in machinery, pipelines or cylinders or carried as stores, or accumulations
of operational residues, to be handed over, against receipt, to the recycling yard (a
recommended Inventory form is attached at Annex 2)
vi) Ensure that any compartments on the ship which may contain an oxygen-deficient
atmosphere are clearly marked as such, and that the yard is duly notified of these and
other hazardous enclosed spaces and how to test them
vii) Take measures to facilitate the controlled drainage, by the recycling yard, of
potentially harmful liquids from the ship.
3.3 For the future, the organisations involved in the development of this Code of Practice commit
themselves to:
i) Encourage naval architects and shipbuilders to take due account of the ship's ultimate
disposal when designing and constructing a ship, by:
using materials which can be safely recycled
minimising the use of materials known to be potentially hazardous to health and the
environment
limitingthe use of composite materials such as sandwich panels
taking measures to facilitate the removal of such materials
ii) Encourage equipment suppliers, classification societies and administrations to consider taking
measures to facilitate an accurate inventory of hazardous materials used on board ships
iii) Encourage shipbuilders to consider providing a "green passport" for new ships, based on the
inventory of materials used in the vessel's construction, including the identification and nature of
potentially hazardous materials and their location and safe methods of demolition (Note: This "green
passport", which would accompany the ship throughout its working life, should be in a format to register
subsequent changes in materials or equipment. The shipowner should maintain the accuracy of the
"green passport" and incorporate into it all relevant design and equipment changes, with the final owner
delivering it, with the vessel, to the recycling yard.)
Page 719
iv) Encourage suppliers of equipment which contain hazardous substances, such as halon, to facilitate
the safe removal of those substances, or give advice as to how such substances can be safely removed, at
the end of the working life of the equipment.
3.4 The organisations involved in the development of this Code of Practice undertake to urge those entering into a
contract of sale of a vessel to a recycling yard to consider the following, as far as is reasonable and practical:
i) The working practices and facilities in the ship recycling yard(s) in question, including:
their ability to handle safely, and dispose of properly, any potentially hazardous or
environmentally harmful products that may be present in the ship such as asbestos, PCBs,
halons, petroleum products and other residues
the provision of appropriate and sufficient personal protection and safety equipment
other information such as safety records, training programmes for workers and
assessment of the work quality
ii) The environmental, health and safety benefits of towing a vessel to the yard, fully cleaned and
certified to be free of oil, tank residues and other potentially hazardous and toxic material
iii) The possibility, prior to handing over the vessel for recycling, of
the removal and safe disposal of asbestos prior to arrival
the discharge of halon to an approved facility and the use of portable and returnable
firefighting equipment for the final voyage to the recycling site
the cleaning and certification of all tanks, except the necessary fuel tanks for the final
voyage, to full hot work and entry standards
providing advice on the nature of any hazardous materials on board, as indicated in

the inventory of hazardous materials, and on correct handling and disposal methods (if
required).
ANNEX I POTENTIALLY
HAZARDOUS
MATERIALS, WHICH
MAY BE ON BOARD
VESSELS DELIVERED TO
RECYCLING YARDS
Page 720
Note:
This list is not definitive - see also
EU Council Regulation No. 259/93
Annexes II, III & IV.
A. Operational Substances and Consumables
1. Cargo Residues including Slops
2. Dry Tank Residues
3. Fuel 011, Diesel Oil, Gas Oil, Lubricating Oil, Greases and Anti-seize Compounds
4. Hydraulic Oil
5. Waste Oils (contents of sludge tank)
6. Antifreeze Fluids
7. Kerosene and White Spirit
8. Boiler and Feed Water Treatment Chemicals
9. Boiler and Feed Water Test Re-agents
10. De-ioniser Regenerating Chemicals
11. Evaporator Dosing and Descaling Acid
12. Domestic Water Treatment Chemicals
13. Paints and Rust Stabilisers
14. Solvents and Thinners
15. Refrigerants (R12 or R22)
16. Halon
17. CO2 (in cylinders, engine room fire protection etc)
18. Acetylene, Propane and Butane
19. Hotel Services Cleaners
20. Lead-acid Batteries
21. Battery Electrolyte

Page 721
22. PCB and/or PCT and/or PBB at levels of 50mg/kg or more
23. Mercury
24. Radioactive Material e.g. liquid level indicators
25. Miscellaneous Medicines
26. Insecticide Sprays
27. Miscellaneous Chemicals such as Alcohol, Methylated Spirits, Epoxy Resins, etc.
28. Plastics as covered by MARPOL Annex V
29. Raw and Treated Sewage
B. Toxic Materials
(as part of the ship's structure)
1. Asbestos
2. Lead-based Paint Coatings on Ship's Structure
3. Tin-based Anti-fouling Coatings on Ship's Bottoms
4. Others
ANNEX 2 INVENTORY OF
POTENTIALLY
HAZARDOUS
MATERIALS WHICH
MAY BE ON BOARD
___________________
Name of Vessel
______________________
Date of Inventory
______________________
IMO Number
______________________
GT___________________DWT___________________LDT
______________________
Date of Delivery
______________________
Date of Build
______________________
Received by
______________________
On behalf of
Page 722
______________________
WHILST EVERY CARE HAS BEEN TAKEN TO ENSURE THAT THE INFORMATION PROVIDED IN THIS
INVENTORY IS ACCURATE, UP-TO-DATE AND COMPLETE, NEITHER THE SHIPOWNER NOR ANY OF HIS
REPRESENTATIVES ACCEPT ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE INVENTORY OR
FOR ANY ACTS OR OMISSIONS OF ANY PERSON IN THE HANDLING. REMOVAL OR DISPOSAL OF
THESE SUBSTANCES, WHETHER DONE IN RELIANCE ON THE INFORMATION IN THIS INVENTORY OR
OTHERWISE. IT REMAINS THE RESPONSIBILITY OF EACH EMPLOYER TO PROVIIDE APPROPRIATE
TRAINING, GUIDANCE AND PERSONAL PROTECTIVE EQUIPMENT TO ITS EMPLOYEES TO ENSURE THE
IDENTIFICATION, LOCATION, HANDLING AND DISPOSAL OF ALL MATERIALS ON BOARD THE VESSEL
OR INHERENT IN ITS STRUCTURE, EQUIPMENT OR MACHINERY.
IT IS STRESSED THAT THE INFORMATION PROVIDED IN THIS INVENTORY IS NOT A CONTRACTUAL

STATEMENT OF PRECISE QUANTITIES OF RESIDUES AND MATERIALS ON BOARD. THE QUANTITIES
GIVEN ARE ESTIMATES ONLY AND NO GUARANTEE OF THEIR ACCURACY IS EITHER GIVEN OR
IMPLIED.
This form is intended for completion by the shipowner and/or his authorised representatives, including the master, on
the vessel's last voyage prior to being broken up. It provides an estimate of all known potentially hazardous or
contaminating materials and substances which are thought to be on board the vessel, or inherent in its structure, or as an
integral part of its machinery and/or equipment, at the point of sale. It should be handed over, together with any relevant
attachments, by the shipowner or his representative to the purchaser or his representative on delivery of the vessel for
breaking. The document may be supplemented, as appropriate, with more detailed information in respect of any of the
categories included in this document. It is provided as guidance to the shipbreaking organisation and its workforce and
should not be regarded as a formal statement of precise quantities. It has no contractual force.
Information on potentially hazardous materials inherent in the ship's structure or its machinery and equipment, such as
items listed in part I of the inventory, are likely to be supplied by the operating department ashore. However,
information such as that related to residues (part 2 of the inventory) or consumables (part 3) cannot be completed until
near the end of a vessel's final voyage.
This form has been developed by and is recommended for use by the following organisations:
Baltic and Intemational Maritime Council (BIMCO)
International Association of Dry Cargo Shipowners (INTERCARGO)
International Association of Independent Tanker Owners (INTERTANKO)
International Chamber of Shipping (ICS)
International Tanker Owners Pollution Federation (ITOPF)
International Transport Workers' Federation (ITF)

Page 723
Oil Companies' International Marine Forum (OCIMF)
plus the European Community Shipowners' Associations (ECSA)
Legal Topics:
Environmental LawSolid WastesResource Recovery & Recycling

2D Benedict On Admiralty Carriage of Goods by Sea Chapters XVIII - XXV

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2D Benedict On Admiralty Carriage of Goods by Sea Chapters XVIII - XXV

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Page 1

Volume 2D: Carriage of Goods by Sea Chapters XVIII - XXV

2D-XVIII Benedict on Admiralty XVIII.syn

XVIII.syn Synopsis to Chapter XVIII: TOWAGE/SALVAGE CONTRACTS

FORM No. 18-0.1 MASTER BARGE TOWAGE AGREEMENT (1983)

FORM No. 18-0.2 FOSS TOWAGE AGREEMENT

FORM No. 18-0.3 EXXON MASTER BARGE TOWAGE AGREEMENT

FORM No. 18-1 NIPPONTOW

FORM No. 18-2 NETHERLANDS TOWAGE CONDITIONS

FORM No. 18-3 TOWING CONTRACT

FORM No. 18-4 TOWCON

FORM No. 18-4A TOWCON 2008

FORM No. 18-5 TOWHIRE

FORM No. 18-5A TOWHIRE 2008 (Daily Rate)

FORM No. 18-6 MSC TUGTIME 97

Form No. 18-7 PROJECTCON - Special Projects Charter Party

FORM No. 18-8 MSC TUGCON 04

FORM No. 18-9RESERVED FORM No. 18-9 RESERVED

FORM No. 18-10 LLOYD FORM SALVAGE AGREEMENT (LOF 1995)

FORM No. 18-11 MARSALV - U..S. SMA (95)

FORM No. 18-12 WRECKHIRE 99

FORM No. 18-13 WRECKSTAGE 99

FORM No. 18-14 WRECKFIXED 99

Volume 2D: Carriage of Goods by Sea Chapters XVIII - XXV

2D-XVIII Benedict on Admiralty FORM No. 18-0.1

FORM No. 18-0.1 MASTER BARGE TOWAGE AGREEMENT (1983)

United Kingdom Standard Conditions for Towage

(b) for the purpose of these conditions

Volume 2D: Carriage of Goods by Sea Chapters XVIII - XXV

2D-XVIII Benedict on Admiralty FORM No. 18-0.2

FORM No. 18-0.2 FOSS TOWAGE AGREEMENTn1

Foss Launch & Tug Co.

IT IS AGREED this ___________________ day of ___________________, 19 _____, between ___________________

ARTICLE 1. SERVICES TO BE FURNISHED. TUG OWNER agrees to furnish the tug

for the sole account of CUSTOMER; and

ARTICLE 17. SPECIAL PROVISIONS.

Volume 2D: Carriage of Goods by Sea Chapters XVIII - XXV

2D-XVIII Benedict on Admiralty FORM No. 18-0.3

FORM No. 18-0.3 EXXON MASTER BARGE TOWAGE AGREEMENT

ADDITIONAL PROVISIONS TO MASTER BARGE TOWAGE AGREEMENT

(1) Equal Employment Opportunity Provision, Agreement Supplement "A"

(2) Certification of Nonsegregated Facilities, Agreement Supplement "B"

(3) Employment of the Handicapped, Agreement Supplement "C"

(4) Veteran's Preference Provision, Agreement Supplement "D"

EXXON BARGE TOWAGE ORDER

Volume 2D: Carriage of Goods by Sea Chapters XVIII - XXV

2D-XVIII Benedict on Admiralty FORM No. 18-1

FORM No. 18-1 NIPPONTOWn1

The Japan Shipping Exchange, Inc.; reprinted with permission.

Towage Contract (Lump Sum Basis)

(Issued November 16, 1972, amended December 18, 1980 )

Click here to view image.

shall be on a "no cure, no pay" basis.

sub-contractors harmless against any loss of or damage to their boats.

Volume 2D: Carriage of Goods by Sea Chapters XVIII - XXV

2D-XVIII Benedict on Admiralty FORM No. 18-2

FORM No. 18-2 NETHERLANDS TOWAGE CONDITIONS

Distress signals will be attended to in priority.

for all loss and/or damage.

This agreement shall be subject to the Law of the Netherlands.

"NETHERLANDS TUG OWNERS CONDITIONS 1951"

Volume 2D: Carriage of Goods by Sea Chapters XVIII - XXV

2D-XVIII Benedict on Admiralty FORM No. 18-3

IT IS AGREED this ___ day of _, 19 _, between _________________