EX-99.5 80 v102626_ex99-5.htm Unassociated Document

SHELLTIME 4

Time Charter Party

  SEPTEMBER 9TH, 2006

 
IT IS THIS DAY AGREED between Vanship Holdings Limited or its guaranteed nominee. 
 
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of (hereinafter referred to as “Owners”), being owners of the
 
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good motor vessel called M/T Shinyo Navigator
 
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(hereinafter referred to as “the vessel”) described as per Clause 1 hereof and Dalian Ocean Shipping Co. of  No. 29 QiQi Street, Zhongshan Dist., Dalian, China 116001  
 
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(hereinafter referred to as “Charterers”):
 
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Description and
1. At the date of delivery of the vessel under this charter
 
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Condition of
(a) she shall be classed: ABS
 
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Vessel
(b) she shall be in every way fit to carry crude petroleum and/or its product or no heat fuel oil or crude condensate or orimulsion
 
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(c) she shall be tight, staunch, strong, in good order and condition, and in every way fit for the
 
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service, with her machinery, boilers hull and other equipment (including but not limited to hull stress calculator
 
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and radar) in a good and efficient state:
 
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(d) her tanks, valves and pipelines shall be oil-tight;
 
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(e) she shall be in every way fitted for burning
 
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at sea - fuel oil with a maximum viscosity of øOwners pls advise  380 centistokes at 50 degrees centigrade÷ Centistokes at 50 degrees Centigrade/any
 
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commercial grade of fuel oil (“ACGFO”) for main propulsion, marine diesel oil/ACGFO
 
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for auxiliaries
 
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in port - marine diesel oil/ACGFO for auxiliaries, but always acceptable by the engines of the Vessel;
 
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(f) she shall comply with the regulations in force so as to enable her to pass through the Suez and
 
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Panama Canals by day and night without delay in good weather and sea condition;
 
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(g) she shall have on board all certificates, documents and equipment required from time to time by
 
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any applicable law to enable her to perform the charter service without delay;
 
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(h) she shall comply with the description in attached Q88 and VPQ , which forms an integral part of this Charter and are fully incorporated herein, including technical details and guarantee speed&consumption per date  Form B appended hereto, provided however that if
 
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there is any conflict between the provisions of such attached Q88 and VPQ as referred above, Form B and any other provision, including this Clause 1, of this charter
 
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such other provision shall govern. (See Clause 24A)
 
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Shipboard
2. (a) At the date of delivery of the vessel under this charter and throughout the charter service
 
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Personnel
(i) she shall have a full and efficient complement of master, officers and crew for a vessel of her
 
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and their Duties
tonnage, who shall in any event be not less than the number required by the laws of the flag state and who shall be
 
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trained to operate the vessel and her equipment competently and safely;
 
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(ii) all shipboard personnel shall hold valid certificates of competence in accordance with the
 
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requirements of the law of the flag state;
 
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(iii) all shipboard personnel shall be trained in accordance with the relevant provisions of the
 
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International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978;
 
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(iv) there shall be on board sufficient personnel with a good working knowledge of the English
 
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language to enable cargo operations at loading and discharging places to be carried out efficiently and safely and
 
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to enable communications between the vessel and those loading the vessel or accepting discharge therefrom to be
 
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Carried out quickly and efficiently.
 
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(b) Owners guarantee that throughout the charter service the master shall with the vessel’s officers
 
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and crew, unless otherwise ordered by Charterers,
 
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(i) prosecute all voyages with the utmost despatch;
 
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(ii) render all customary assistance; and
 
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(iii) load and discharge cargo as rapidly as possible when required by Charterers or their agents
 
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to do so, by night or by day, but always in accordance with the laws of the place of loading or discharging (as the
 
42
 
case may be) and in each case in accordance with any applicable laws of the flag state.
 
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3. (i) Throughout the charter service Owners shall, whenever the passage of time, wear and tear or any
 
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event (whether or not coming within Clause 27 hereof) required steps to be taken to maintain or restore the
 
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conditions stipulated in Clauses 1 and 2(a), exercise due diligence so to maintain or restore the vessel.
 
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(ii) If at any time whilst the vessel is on hire under this charter the vessel fails to comply with the
 
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requirements of Clauses 1, 2(a) or 10 then hire shall be reduced to the extent necessary to indemnify Charterers
 
48
 
. If and to the extent that such failure affects the time taken by the vessel to perform any services
 
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under this charter, hire shall be reduced by an amount equal to the value, calculated at the rate of hire, of the time
 
50
 

 
 
so lost.
51
 
Any reduction of hire under this sub-Clause (ii) shall be without prejudice to any other remedy
 
52
 
available to Charterers, but where such reduction of hire is in respect of time lost, such time shall be excluded
 
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from any calculation under Clause 24.
 
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(iii) If Owners are in breach of their obligation under Clause 3(i) Charterers may so notify Owners in
 
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writing: and if, after the expiry of 30 days following the receipt by Owners of any such notice, Owners have failed
 
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to demonstrate to Charterers’ reasonable satisfaction the exercise of due diligence as required in Clause 3(i), the
 
57
 
vessel shall be off-hire, and no further hire payments shall be due, until Owners have so demonstrated that they
 
58
 
are exercising such due diligence.
 
59
 
Furthermore, excluding periodical Drydocking and / or repairs at any time after the expiry of 45 days while the vessel is off-hire under this Clause 3 Charterers have the
 
60
 
option to terminate this charter by giving notice in writing with effect from the date on which such notice of
 
61
 
termination is received by Owners or from any later date stated in such notice. This sub-Clause (iii) is without
 
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prejudice to any rights of Charterers or obligations of Owners under this charter or otherwise (including without
 
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limitation Charterers rights under Clause 21 hereof).
 
64
Period Trading
4. Owners agree to let and Charterers agree to hire the vessel for a period of firm 10 years +/- 60 days in Charterers’ option.
 
65
Limits
commencing from the time and date of delivery of the vessel, for the purpose of carrying all lawful merchandise
 
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(subject always to Clause 28) including in particular crude oil or its condensates, No Heat Crude and Fuel oil, orimulsion. Maximum 3 grades within vessel's natural segregation. Charterers have the option of loading more than 3 grds subject to master's approval and with line and pump contamination where necessary as provided within the provisions of the Texaco Compatibility clause (insert wording as Rider Clause 86). Last three cargoes to be advised. Cargoes not to be injurious to vessel’s tanks, pumps, pipes lines and valves or to vessels crew. 
 
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in any part of the world, as Charterers shall direct, subject to the limits of the current IWL  British Institute Warranties.
 
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any subsequent amendments thereof worldwide excluding Albania, Israel, North Korea, Alaska, Lebanon Cambodia, Namibia, Haiti, and Cuba, also excluding any country, which may from time to time be prohibited by the vessel’s flag or the United Nations. Notwithstanding the foregoing, but subject to Clause 35. Charterers
 
69
 
may order the vessel to ice-bound waters, vessel not to trade in ice nor follow ice-breakers unless subject to Master’s consent or to any part of the world outside such limits provided that Owners
 
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consent thereto (such consent not to be unreasonably withheld) and that Charterers pay for any insurance
 
71
 
premium required by the vessel’s underwriters as a consequence of such order.
 
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Charterers shall use due diligence to ensure that the vessel is only employed between and at safe places
 
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(which expression when used in this charter shall include ports, berths, wharves, docks, anchorages, submarine
 
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lines, alongside vessels or lighters, and other locations including locations at sea) where she can safely lie always
 
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afloat. Notwithstanding anything contained in this or any other clause of this charter. Charterers do not warrant
 
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the safety of any place to which they order the vessel and shall be under no liability in respect thereof except for
 
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loss or damage caused by their failure to exercise due diligence as aforesaid. Subject as above, the vessel shall be
 
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loaded and discharged at any places as Charterers may direct, provided that Charterers shall exercise due
 
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diligence to ensure that any ship-to-ship transfer operations shall conform to standards not less than those set out
 
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in the latest published edition of the ICS/OCIMF Ship-to Ship Transfer Guide and/or ISGOTT requirements.
 
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  The vessel shall be delivered by Owners at a safe port one safe berth World Wide, Singapore, after completion of ballast voyage from COSCO Dalian Shipyard, or upon completion of repairs in Singapore, if any. And it is understood that delivery will always be in Singapore.
 
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at Owners’ option and redelivered to Owners at one safe port one safe berth World Wide excluding USWC.
 
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at Charterers’ option. Charterers to give Owners an estimated  60/45/30/20 day and definite15/10/5/4/3/2/1 day redelivery notice
 
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Laydays/
5. The vessel is expected to be shall not be delivered to Charterers before at the end of November 2006   and
   
Cancelling
have the option of cancelling this charter if the vessel is not ready and at their disposal on or before 
Canceling date to be back to back with their sellers, in any case this canceling date will not be later than ten London working days after their canceling date with OSG.However, owners will exercise best endeavor to deliver as early as possible with the repairs completed and delivery to be effected immediately thereafter.
 
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Owners to
6. Owners undertake to provide and to pay for all provisions, wages, and shipping and discharging fees
 
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Provide
and all other expenses of the master, officers and crew; also, except as provided in Clauses 4 and 34 hereof, for all
 
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insurance on the vessel, for all deck, cabin and engine-room stores, and for water, except used for tank cleaning
 
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for all drydocking, overhaul,
 
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maintenance and repairs to the vessel; and for all fumigation expenses and de-rat certificates. Owners’
 
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obligations under this Clause 6 extend to all liabilities for customs or import duties arising at any time during the
 
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performance of this charter in relation to the personal effects of the master, officers and crew, and in relation to
 
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the stores, provisions and other matters aforesaid which Owners are to provide and pay for and Owners shall
 
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refund to Charterers any sums Charterers or their agents may have paid or been compelled to pay in respect of
 
94
 
any such liability. Any amounts allowable in general average for wages and provisions and stores shall be credited
 
95
 
to Charterers insofar as such amounts are in respect of a period when the vessel is on-hire.
 
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Charterers to
7. Charterers shall provide and pay for all fuel (except fuel used for domestic services), towage and
 
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Provide
Pilotage and shall pay agency fees, compulsory port charges, commissions, expenses of loading and unloading cargoes, canal
 
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dues and all charges other than those payable by Owners in accordance with Clause 6 hereof, provided that all
 
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charges which are part of port tariff  for the said items shall be for Owners’ account when such items are consumed, employed or incurred for
 
100
 
Owners’ purposes or while the vessel is off-hire (unless such items reasonably relate to any service given or
 
101
 
distance made good and taken into account under Clause 21 or 22); and provided further that any fuel used in
 
102
 
connection with a general average sacrifice or expenditure shall be paid for by Owners.
 
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Rate of
8. Subject as herein provided, Charterers shall pay for the use and hire of the vessel at the rate of
 
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Hire
usd 43,800 all inclusive less 1.25 pct add comm and 1.25 pct brokerage to Seagos as per Clause 93 from the time and date of her delivery (GMT local
 
105
 
time) until the time and date of her redelivery (GMT local time) to Owners.
 
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Payment of
9. Subject to Clause 3(iii), payment of hire shall be made in immediately available funds to / or Owners’ nominated account:
 
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Hire
Account  
Account no.:                4800870390
Account holder:           Shinyo Navigator Ltd
Account with:              HSH Nordbank AG, Hong Kong (SWIFT: HKHNHKHH)
 
Please instruct remitting bank to effect cover payment to HSH Nordbank AG's account no. 2000191053553 with Wachovia Bank N.A., New York International Branch (SWIFT: PNBPUS3NNYC)
 
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In 30 days per calendar month in advance less:
 
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(i) any hire paid which Charters reasonably estimate to relate to off-hire periods, and
 
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(ii) with documentary support / evidence, any amounts disbursed on Owners’ behalf, any advances and commission thereon, and
 
111
 
charges which are for Owners’ account pursuant to any provision hereof, and
 
112
 
(iii) with documentary support support / evidence, any amounts due or reasonably estimated to become due to Charterers under Clause 3(ii) or
 
113
 
24 hereof,
 
114
 
any such adjustments to be made at the due date for the next monthly payment after the facts have been
 
115
 
ascertained. Charterers shall not be responsible for any delay or error by Owners’ bank in crediting Owner’
 
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account provided that Charterers have made proper and timely payment.
 
117
 
In default of such proper and timely payment,
 
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(a) Owners shall notify Charterers of such default and Charterers shall within seven days of receipt of
 
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such notice pay to Owners the amount due including interest, failing which Owners may withdraw the vessel from
 
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the service of Charterers without prejudice to any other rights Owners may have under this charter or otherwise;
 
121
 
and
 
122
 
(b) Interest on any amount due but not paid on the due date shall accrue from the day after that date
 
123
 
up to and including the day when payment is made, at a rate per annum which shall be 1% above the U.S. Prime
 
124
 
Interest Rate as published by The Hongkong and Shanghai Banking Corporation Limited New York at 12:00 the Chase Manhattan Bank in New York at 12:00 New York time on the due date.
 
125
 
or, if no such interest rate is published on that day, the interest rate published on the next preceding day on which
 
126
 
such a rate was so published, computed on the basis of a 360 day year of twelve 30-day months, compounded
 
127
 
semi-annually.
 
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Space
10. The whole reach, burthen and decks of the vessel and any passenger accommodation (including
 
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Available to
Owners’ suite) shall be at Charterers’ disposal, reserving only proper and sufficient space for the vessel’s master,
 
130
 

 
Charterers
officers, crew, tackle, apparel, furniture, provisions and stores, provided that the weight of stores on board shall
131
 
not, unless specially agreed, exceed 1000 metric tonnes at any time during the charter period.
132
Overtime
11. Overtime pay of the master, officers and crew in accordance with ship’s articles shall be for Charterers’
 
133
 
account when incurred, as a result of complying with the request of Charterers or their agents, for loading,
 
134
 
discharging, heating of cargo, bunkering or tank cleaning.
 
135
Instructions
12. Charterers shall from time to time give the master all requisite instructions and sailing directions, and
 
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and Logs
he shall keep a full and correct log of the voyage or voyages, which Charterers or their agents may inspect as
 
137
 
required, The master shall when requested furnish Charterers or their agents with a true copy of such log and with
 
138
 
properly completed loading and discharging port sheets and voyage reports for each voyage and other returns as
 
139
 
Charterers may require. Charterers shall be entitled to take copies at Owners’ expense of any such documents
 
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which are not provided by the master.
 
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Bill of
13. (a) The master (although appointed by Owners) shall be under the orders and direction of
 
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Lading
Charterers as regards employment of the vessel, agency and other arrangements, and shall sign bills of lading as
 
143
 
Charterers or their agents may direct (subject always to Clauses 35(a) and 40) without prejudice to this charter.
 
144
 
Charterers hereby indemnify Owners against all consequences or liabilities that may arise
 
145
 
(i) from signing bills of lading in accordance with the directions of Charteers, or their agents, to
 
146
 
the extent that the terms of such bills of lading fail to conform to the requirements of this charter, or (except as
 
147
 
provided in Clause 13(b)) from the master otherwise complying with Charterers or their agents orders:
 
148
 
(ii) from any irregularities in papers supplied by Charterers or their agents.
 
149
 
(b) Notwithstanding the foregoing, Owners shall not be obliged to comply with any orders from
 
150
 
Charterers to discharge all or part of the cargo
 
151
 
(i) at any place other than that shown on the bill of lading and/or
 
152
 
(ii) without presentation of an original bill of lading
 
153
 
unless they have received from Charterers both written confirmation of such orders and an
 
154
 
indemnity in a form acceptable to Owners.
 
155
Conduct of
14. If Charterers complain of the conduct of the master or any of the officers or crew, Owners shall
 
156
Vessel’s
immediately investigate the complaint, If the complaint proves to be well founded, Owners shall, without delay.
 
157
Personnel
make a change in the appointments and Owners shall in any event communicate the result of their investigations
 
158
 
to Charterers as soon as possible.
 
159
Bunkers at
15. Charterers shall accept and pay for all bunkers on board at the time of delivery, and Owners shall on
 
160
Delivery and
redelivery (whether it occurs at the end of the charter period or on the earlier termination of this charter) accept
 
161
Redelivery
and pay for all bunkers remaining on board, at the then current market prices at the port of delivery or redelivery,
 
162
 
as the case may be, or if such prices are not available payment shall be at the then current market prices at the
 
163
 
nearest port at which such prices are available; provided that if delivery or redelivery does not take place in a port
 
164
 
payment shall be at the price paid at the vessel’s last port of bunkering before delivery or redelivery, as the case
 
165
 
may be. Owners shall give Charterers the use and benefit of any fuel contracts they may have in force from time to
 
166
 
time, if so required by Charterers, provided suppliers agree. Vessel will be delivered to Charterers with sufficient bunkers to reach nearest main bunkering port, actual quantity to be advised later. Charterers shall have the right to send a representative at the time of Vessel’s takeover to agree with Sellers the quantity of Bunkers on delivery. Charterers and Owners to jointly appoint and pay for an independent surveyor to assess quantity of bunkers on redelivery. Charterers shall accept and pay for all bunkers on board at the time of delivery, and Owners shall on redelivery accept and pay for all bunkers remaining onboard. Bunkers remaining on board on delivery to be as on board but sufficient to reach the nearest normal main bunkering port. Bunkers remaining on board on redelivery to be about same quantity as on delivery but sufficient quantity to reach nearest main bunkering port. Price on delivery to be the actual price paid to Seller on delivery of the Vessel with supporting documentation. Price on redelivery to be at actual price of last supply net of all rebates / discounts. Cost of bunkering remaining on board on delivery to be paid with first hire. Estimated cost of bunkers on redelivery to be deducted from last hire.
 
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Stevedores,
16. Stevedores when required shall be employed and paid by Charterers, but this shall not relieve Owners
 
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Pilots, Tugs
from responsibility at all  times for proper stowage, which must be controlled by the master who shall keep a strict
 
169
 
account of all cargo loaded and discharged. Owners hereby indemnify Charterers, their servants and agents
 
170
 
against all losses, claims, responsibilities and liabilities arising in any way whatsoever from the employment of
 
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pilots, tugboats or stevedores, who although employed by Charterers shall be deemed to be the servants of and in
 
172
 
the service of Owners and under their instructions (even if such pilots, tugboat personnel or stevedores are in fact
 
173
 
the servants of Charterers their agents or any affiliated company); provided, however, that
 
174
 
(i) the foregoing indemnity shall not exceed the amount to which Owners would have been
 
175
 
entitled to limit their liability if they had themselves employed such pilots, tugboats or stevedores, and
 
176
 
(ii) Charterers shall be liable for any damage to the vessel caused by or arising out of the use of
 
177
 
stevedores, fair wear and tear excepted, to the extent that Owner are unable by the exercise of due diligence to
 
178
 
obtain redress therefore from stevedores.
 
179
Supernumeraries
17. Charterers may send up to two representatives in the vessel’s available accommodation upon any voyage made
 
180
 
under this charter, Owners finding provisions and all requisites as supplied to officers, except liquors. Charterers
 
181
 
paying at the rate of USD ……..per day actual cost for each representative while on board the vessel and such representatives to sign Owners’ P&I LOI prior to boarding.
 
182
Sub-letting
18. Charterers may sub-let the vessel, but shall always remain responsible to Owners for due fulfillment of
 
183
 
this charter.
 
184
Final Voyage
19. If when a payment of hire is due hereunder Charterers reasonably expect to redeliver the vessel before
 
185
 
the next payment of hire would fall due, the hire to be paid shall be assessed on Charterers’ reasonable estimate of
 
186
 
the time necessary to complete Charterers’ programme up to redelivery, and from which estimate Charterers
 
187
 
May deduct amounts due or reasonably expected to become due for
 
188
 
(i) Subject to documentary evidence, disbursements on Owners’ behalf or charges for Owners’ account pursuant to any provision
 
189
 
hereof, and
 
190
 
(ii) bunkers on board at redelivery pursuant to Clause 15.
 
191
 
Promptly after redelivery any overpayment shall be refunded by Owners or any underpayment made
 
192
 
good by Charterers. and any amount Charterers may deduct pursuant to Clause 9ôCharterers shall give Owners prior notice with breakdown for the above (I) (II) decutions together with supporting documentary / evidence.
 
193
 
If at the time this charter would otherwise terminate in accordance with Clause 4 the vessel is on a
 
194
 
ballast voyage to a port of redelivery or is upon a laden voyage, Charterers shall continue to have the use of the
 
195
 
vessel at the same rate and conditions as stand herein for as long as necessary to complete such ballast voyage, or
 
196
 
to complete such laden voyage and return to a port of redelivery as provided by this charter, as the case may be.
 
197
Loss of
20. Should the vessel be lost, this charter shall terminate and hire shall cease at noon on the day of her loss;
 
198
Vessel
shoud the vessel be a constructive total loss, this charter shall terminate and hire shall cease at noon on the day on
 
199
 
which the vessel’s underwriters agree that the vessel is a constructive total loss; should the vessel be missing, this
 
200
 
charter shall terminate and hire shall cease at noon on the day on which she was last heard of. Any hire paid in
 
201
 
advance and not earned shall be returned to Charterers and Owners shall reimburse Charterers for the value of
 
202
 
the estimated quantity of bunkers on board at the time of termination, at the price paid by Charterers at the last
 
203
 
bunkering port.
 
204
Off-hire
21. (a) On each and every occasion that there is loss of time (whether by way of interruption in the
 
205
 
vessel’s service or, from reduction in the vessel’s performance, or in any other manner)
 
206
 
(i) due to deficiency of personnel or stores; repairs; gas-freeing for repairs; time in and waiting
 
207
 
to enter dry dock for repairs; breakdown (whether partial or total) of machinery, boilers or other parts of the
 
208
 
vessel or her equipment (including without limitation tank coatings); overhaul, maintenance or survey; collision,
 
209
 
standing, accident or damage to the vessel; or any other similar cause preventing the efficient working of the
 
210
 
vessel; and such loss continues for more than three consecutive hours (if resulting from interruption in the vessel’s
 
211
 
service), or cumulates to more than three hours (if resulting from partial loss of service); or
 
212
 
(ii) due to onboard industrial action, refusal to sail, breach of orders or neglect of duty on the part of the
 
213
 
master, officers or crew; or
 
214
 
(iii) for the purpose of obtaining medical advice or treatment for or landing any sick or injured
 
215
 
person (other than a Charterers’ representative carried under Clause 17 hereof) or for the purpose of landing the
 
216
 
body of any person (other than a Charterers’ representative), and such loss continues for more than three
 
217
 
consecutive hours: or
 
218
 
(iv) due to any delay in quarantine arising from the master, officers or crew having had
 
219
 

 
 
communication with the shore at any infected area without the written consent or instruction of Charterers or
 
220
 
their agents, or to any detention by customs or other authorities caused by smuggling or other infraction of local
 
221
 
law on the part of the master, officers, or crew; or
 
222
 
(v) due to detention of the vessel by authorities at home or abroad attributable to legal action
 
223
 
against or breach of regulations by the vessel, the vessel’s owners, or Owners (unless brought about by the act or
 
224
 
neglect of Charterers); then
 
225
 
without prejudice to Charterers’ rights under Clause 3 or to any other rights of Charterers
 
226
 
hereunder or otherwise the vessel shall be off-hire from the commencement of such loss of time until she is again
 
227
 
ready and in an efficient state to resume her service from a position not less favourable to Charterers than that at
 
228
 
which such loss of time commenced; provided, however, that any service given or distance made good by the
 
229
 
vessel whilst off-hire shall be taken into account in assessing the amount to be deducted from hire.
 
230
 
(b) If the vessel fails to proceed at any guaranteed speed pursuant to Clause 24, and such failure
 
231
 
arises wholly or partly from any of the causes set out in Clause 21(a) above, then the period for which the vessel
 
232
 
shall be deemed to have lost of time under this Clause 21 shall be the difference between
 
233
 
(i) the time the vessel would have required to perform the relevant service at such guaranteed
 
234
 
speed, and
 
235
 
(ii) the time actually taken to perform such service (including any loss of time arising from
 
236
 
interruption in the performance of such service).
 
237
 
For the avoidance of doubt, all time included under (ii) above shall be excluded from any
 
238
 
computation under Clause 24.
 
239
 
(c) Further and without prejudice to the foregoing, in the event of the vessel deviating (which
 
240
 
expression includes without limitation putting back, or putting into any port other than that to which she is bound
 
241
 
under the instructions of Charterers) for any cause or purpose mentioned in Clause 21(a), the vessel shall be
 
242
 
off-hire from the commencement of such deviation until the time when she is again ready and in an efficient state
 
243
 
to resume her service from a position not less favourable to Charterers than that at which the deviation
 
244
 
commenced, provided, however, that any service given or distance made good by the vessel
 
245
 
shall be taken into account in assessing the Charterer’s rights against the Owner. If the vessel, for any cause or
 
246
 
purpose mentioned in Clause 21(a), puts into any port other than the port to which she is bound on the
 
247
 
instructions of Charterers, the port charges, pilotage and other expenses at such port shall be borne by Owners.
 
248
 
Should the vessel be driven into any port or anchorage by stress of weather hire shall continue to be due and
 
249
 
payable during any time lost thereby.
 
250
 
(d) If the vessel’s flag state becomes engaged in hostilities, and Charterers in consequence of such
 
251
 
hostilities find it commercially impracticable to employ the vessel and have given Owners written notice thereof
 
252
 
then from the date of receipt by Owners of such notice until the termination of such commercial impracticability
 
253
 
the vessel shall be off-hire and Owners shall have the right to employ the vessel on their own account.
 
254
 
(e) Time during which the vessel is off-hire under this charter shall count as part of the charter
 
255
 
period.The time the Vessel is off-hire during the Original terms of this Charter or any extension thererof, pursuant to the provisions of this Charter, shall be added to the original term or the extension during which the time off occurs, if Charterers so elect. Despite occurency of any of the above events, the Charterer shall pay the full Charter Hire as per Clause 9 except for Clause 22 off-hire for DryDocking and, on each anniversary any claim of the Charterers pursuant to this clause shall be reimbursed to Charterer by Owners, or Charterer has the right to deduct the amount from the hire directly if mutual agreed both end.
 
256
Periodical
22. (a) Owners have the right and obligation to drydock the vessel ( Pls advise the following 1st and 2nd d/d schedules ) at regular intervals of (as per class requirement ) if under emergency situation, Owners have the right and obligation to drydock the vessel. If the vessel can not be repaired without drydocking even Owners and the Master have exercised due diligence. The Charterers should try its best to assist Owners to fulfill such drydocking work. All the time and expense occurred including deviation should be at Owners’ account
 
257
Drydocking
On each occasion Owners shall propose to Charterers a date and port on which they wish to
 
258
 
drydock the vessel, not less than 60 days before such date, and Charterers shall
 
259
 
take all reasonable steps to make the vessel available as near to such date as
 
260
 
practicable.
 
261
 
Owners shall put the vessel in drydock at their expense as soon as practicable after Charterers
 
262
 
place the vessel at Owners’ disposal clear of cargo other than tank washings and residues. Owners shall be
 
263
 
responsible for and pay for the disposal into reception facilities of such tank washings and residues and shall have
 
264
 

 
 
the right to retain any monies received therefor, without prejudice to any claim for loss of cargo under any bill of
 
265
 
lading or this charter.
 
266
 
(b) If a periodical drydocking is carried out in the port offered by Charterers (which must have
 
267
 
suitable accommodation for the purpose and reception facilities for tank washings and residues), the vessel shall
 
268
 
be off-hire from the time she arrives at such port until drydocking is completed and she is in every way ready to
 
269
 
resume Charterers’ service and is at the position at which she went off-hire or a position no less favourable to
 
270
 
Charterers, whichever she first attains. However,
 
271
 
(i) provided that Owners exercise due diligence in gas-freeing, any time lost in gas-freeing to
 
272
 
the standard required for entry into drydock for cleaning and painting the hull shall not count as off-hire, whether
 
273
 
lost on passage to the drydocking port or after arrival there (notwithstanding Clause 21), and
 
274
 
(ii) any additional time lost in further gas-freeing to meet the standard required for hot work or
 
275
 
entry to cargo tanks shall count as off-hire, whether lost on passage to the drydocking port or after arrival there.
 
276
 
Any time which, but for sub-Clause (i) above, would be off-hire, shall not be included in any
 
277
 
calculation under Clause24.
 
278
 
The expenses of gas-freeing, including without limitation the cost of bunkers, shall be for
 
279
 
Owners account.
 
280
 
(c) If Owners require the vessel, instead of proceeding to the offered port, to carry out periodical or emergency
 
281
 
drydocking at a special port selected by them, the vessel shall be off-hire from the time when she is released to
 
282
 
proceed to the special port until she next presents for loading in accordance with Charterer’s instructions,
 
283
 
provided, however, that Charterers shall credit Owners with the time which would have been taken on passage at
 
284
 
the service speed had the vessel not proceeded to drydock. All fuel consumed shall be paid for by Owners but
 
285
 
Charterers shall credit Owners with the value of the fuel which would have been used on such notional passage
 
286
 
calculated at the guaranteed daily consumption for the service speed, and shall further credit Owners with any
 
287
 
benefit they may gain in purchasing bunkers at the special port.
 
288
 
(d) Charterers shall, insofar as cleaning for periodical drydocking may have reduced the amount of
 
289
 
tank-cleaning necessary to meet Charterers’ requirements, credit Owners with the value of any bunkers which
 
290
 
Charterers calculate to have been saved thereby, whether the vessel drydocks at an offered or a special port.
 
291
Ship Inspection
23. Charterers shall have the right at any time during the charter period to make such inspection of the
 
292
 
vessel as they may consider necessary. This right may be exercised as often and at such intervals as Charterers in
 
293
 
their absolute discretion may determine and whether the vessel is in port or on passage. Owners affording all
 
294
 
necessary co-operation and accommodation on board provided, however,
 
295
 
(i) that neither the exercise nor the non-exercise, nor anything done or not done in the exercise
 
296
 
or non-exercise, by Charterers of such right shall in any way reduce the master’s or Owners’ authority over, or
 
297
 
responsibility to Charterers or third parties for, the vessel and every aspect of her operation, nor increase
 
298
 
Charterers’ responsibilities to Owners or third parties for the same; and
 
299
 
(ii) that Charterers shall not be liable for any act, neglect or default by themselves, their
 
300
 
servant or agents in the exercise or non-exercise of the aforesaid right.
 
301
Detailed
24 (a) Owners guarantee that the speed and consumption of the vessel shall be as follows:
 
302
Description
Average speed Maximum average bunker consumption
 
303
and Performance
In knots main propulsion - auxiliaries
 
304
 
fuel oil/diesel oil fuel oil/diesel oil
 
305
 
Laden tonnes tones
 
306
 
Ballast
For Main Engine:
abt 14.8 knots on ballast 85 MT/day
abt 14.5 knots on laden  92 MT/day
 
For Auxiliary Engine - Marine:
Diesel Oil                 0.1 MT/day
Fuel Oil (IFO-380)  3.5 MT/day 
 
Present figures will be revised after 2 complete voyages (2 laden and 2 ballast voyages) after analyzing the Actual Speed vs Fuel Oil Consumptions.
 
307
 
The foregoing bunker consumptions are for all purposes except cargo heating and tank cleaning
 
308
 
and shall be pro-rated between the speeds shown.
 
309
 

 
 
The service speed of the vessel is about 14.5 knots laden and about 14.8 knots in ballast, all on BF5 and in the absence
 
310
 
of Charterers’ orders to the contrary the vessel shall proceed at the service speed. However if more than one
 
311
 
laden and one ballast speed are shown in the table above Charterer shall have the right to order the vessel to
 
312
 
steam at any speed within the range set out in the table (the “ordered speed”). See Rider Clause 43
 
313
 
If the vessel is ordered to proceed at any speed other than the highest speed shown in the table,
 
314
 
and the average speed actually attained by the vessel during the currency of such order exceeds such ordered
 
315
 
speed plus 0.5 knots (the “maximum recognized speed”), then for the purpose of calculating any increase or
 
316
 
decrease of hire under this Clause 24 the maximum recognized speed shall be used in place of the average speed
 
317
 
actually attained.
 
318
 
For the purposes of this charter the “guaranteed speed” at any time shall be the then-current
 
319
 
ordered speed or the service speed, as the case may be
however, the Charterers have the right to order/instruct the Vsl to speed up and slow down in excess of or respectively below the description shown on the Table subject to the safety steaming,
Owners warrant that the vessel is and shall remain capable of maintaining the speeds and bunker consumptions guaranteed, throughout the Charter period,, Charterers shall have the right to make deductions from payment of hire in respect of any time lost and any additional bunkers consumed by reason of the Vessel’s proven failure to maintain the warranted capability
 
320
 
The average speeds and bunker consumptions shall for the purposes of this Clause 24 be
 
321
 
calculated by reference to the observed distance from pilot station to pilot station on all sea passages during each
 
322
 
period stipulated in Clause 24 (c), but excluding any time during which the vessel is (or but for Clause 22(b) (i)
 
323
 
would be) off-hire and also excluding “Adverse Weather Periods”, being (i) any periods during which reduction
 
324
 
of speed is necessary for safety in congested waters or in poor visibility (ii) any days, noon, when winds
 
325
 
exceed force 8 5 on the Beaufort Scale as well as any periods during which reduction of speed is necessary for safe navigation such as
(a) in congested waters or in poor visibility
(b) in narrow, shallow waters
(c) in and out of ports
(d) under national and international rules/regulations
 (e) Short voyage of less than 12 hours
 
326
 
(b) in this clause, Beaufort 5 is to apply to calculation of underperformance  If during any year from the date on which the vessel enters service (anniversary to anniversary)
 
327
 
the vessel falls below or exceeds the performance guaranteed in Clause 24(a) then if such shortfall or excess
 
328
 
results
 
329
 
(i) from a reduction or an increase in the average speed of the vessel, compared to the speed
 
330
 
guaranteed in Clause 24(a). then an amount equal to the value at the hire rate of the time so lost or gained, as the
 
331
 
case may be, shall be deducted from or added to the hire paid:
 
332
 
(ii) from an increase or a decrease in the total bunkers consumed, compared to the total bunkers
 
333
 
which would have been consumed had the vessel performed as guaranteed in Clause 24(a), an amount equivalent
 
334
 
to the value of the additional bunkers consumed or the bunker saved, as the case may be, based on the average
 
335
 
Price paid by Charterers for the vessel’s bunkers in such period, shall be deducted from or added to the hire paid.
 
336
 
The addition to or deduction from hire so calculated for laden and ballast mileage respectively
 
337
 
shall be adjusted to take into account the mileage steamed in each such condition during Adverse Weather
 
338
 
Periods, by dividing such addition or deduction by the number of miles over which the performance has been
 
339
 
Calculated and multiplying by the same number of miles plus the miles steamed during the Adverse Weather
 
340
 
Periods, in order to establish the total addition to or deduction from hire to be made for such period.
 
341
 
Reduction of hire under the foregoing sub-Clause (b) shall be without prejudice to any other
 
342
 
remedy available to Charterers.
 
343
 
(c) Calculations under this Clause 24 shall be made for the year periods terminating on each
 
344
 
successive anniversary of the date on which the vessel enters service, and for the period between the last such
 
345
 
anniversary and the date of termination of this charter if less than a year. Claims in respect of reduction of hire
 
346
 
arising under this Clause during the final year or part year of the charter period shall in the first instance be settled
 
347
 
in accordance with Charterers’ estimate made two months before the end of the charter period. Any necessary
 
348
 
adjustment after this charter terminates shall be made by payment by Owners to Charterers or by Charterers to
 
349
 

 
 
Owners as the case may require.
 
350
 
Payments in respect of increase of hire arising under this Clause shall be made promptly after
 
351
 
receipt by Charterers of all the information necessary to calculate such increase.
 
352
Salvage
25. subject to the provisions of Clause 21 hereof, all loss of time and all expenses (excluding any damage to
 
353
 
or loss of the vessel or tortious liabilities to third parties) incurred in, saving or attempting to save life including time required for disembarkation of such person or in
 
354
 
successful or unsuccessful attempts at salvage shall be borne equally by Owners and Charterers provided that
 
355
 
Charterers shall not be liable to contribute towards any salvage payable by Owners arising in any way out of
 
356
 
services rendered under this Clause 25.
 
357
 
all salvage and all proceeds from derelicts shall be divided equally between Owners and Charterers
 
358
 
after deducting the master’s, officers’ and crew’s share.
 
359
Lien
26. Owners shall have a lien upon all cargoes and all freight, sub-freight and demurrage for any amounts
 
360
 
due under this charter; and Charterers shall have a lien on the vessel for all monies paid in advance and not
 
361
 
earned, and for all claims for damages arising from any breach by Owners of this charter.
 
362
Exceptions
27. (a) The vessel, her master and Owners shall not, unless otherwise in this charter expressly provided,
 
363
 
be liable for any loss or damage or delay or failure arising or resulting from any act, neglect or default of the
 
364
 
master, pilots, mariners or other servants of Owners in the navigation or management of the vessel; fire, unless
 
365
 
caused by the actual fault or privity of Owners; collision or stranding; dangers and accidents of the sea; explosion,
 
366
 
bursting of boilers, breakage of shafts or any latent defect in hull, equipment or machinery; provided, however,
 
367
 
that Clause 1,2,3 and 24 hereof shall be unaffected by the foregoing. Further, neither the vessel, her master or
 
368
 
Owners, nor Charterers shall, unless otherwise in this charter expressly provided, be liable for any loss or damage
 
369
 
or delay or failure in performance hereunder arising or resulting from act of God, act of war, seizure under legal
 
370
 
process, quarantine restrictions, strikes, lock-outs, riots, restrains of labour, civil commotions or arrest or
 
371
 
restraint of princes, rulers or people.
 
372
 
(b) The vessel shall have liberty to sail with or without pilots, to tow or go to the assistance of vessels
 
373
 
in distress and to deviate for the purpose of saving life or property.
 
374
 
(c) Clause 27(a) shall not apply to or affect any liability of Owners or the vessel or any other relevant
 
375
 
person in respect of
 
376
 
(i) loss or damage caused to any berth, jetty, dock, dolphin, buoy, mooring line, pipe or crane
 
377
 
or other works or equipment whatsoever at or near any place to which the vessel may proceed under this charter,
 
378
 
whether or not such works or equipment belong to Charterers, or
 
379
 
(ii) any claim (whether brought by Charterers or any other person) arising out of any loss of or
 
380
 
damage to or in connection with cargo. All such claims shall be subject to the Hague-Visby Rules or the Hague
 
381
 
Rules, as the case may be, which ought pursuant to Clause 38 hereof to have been incorporated in the relevant bill
 
382
 
of lading (whether or not such Rules were so incorporated) or, if no such bill of lading is issued, to the
 
383
 
Hague-Visby Rules,
 
384
 
(d) In particular and without limitation, the foregoing subsections (a) and (b) of this Clause shall not
 
385
 
apply to or in any way affect any provision in this charter relating to off-hire or to reduction of hire.
 
386
Injurious
28. No acids, explosives or cargoes injurious to the vessel shall be shipped and without prejudice to the
 
387
Cargoes
foregoing any damage to the vessel caused by the shipment of any such cargo, and the time taken to repair such
 
388
 
damage, shall be for Charterers’ account. No voyage shall be undertaken, nor any goods or cargoes loaded, that
 
389
 
would expose the vessel to capture or seizure by rules or governments.
 
390
Grade of
29. Charterers shall supply marine diesel oil/fuel oil with a maximum viscosity of 380 Centistokes at 50
 
391
Bunkers
degrees Centigrade in line with ISO 8217:2005 RMG 380 /ACGFO for main propulsion and diesel oil/ACGFO for the auxiliaries. If Owners require
 
392
 
the vessel to be supplied with more expensive bunkers they shall be liable for the extra cost thereof.
 
393
 
Charterers warrant that all bunkers provided by them in accordance herewith shall be of a quality
 
394
 
complying with the International Marine Bunker Supply Terms. ( owners advise ) and Conditions of Shell International Trading
 
395
 
Company and with its specification for marine fuels as amended from time to time.
 
396
Disbursements
30. Should the master require advances for ordinary disbursements at any port, Charterers or their agents
 
397
 
shall make such advances to him, in consideration of which Owners shall pay a commission of two and a half per
 
398
 
cent, and all such advances and commission shall be deducted from hire.
 
399
Laying-up
31. Charterers shall have the option, after consultation with Owners, of requiring Owners to lay up the
 
400
 
vessel at a safe place  nominated by Charterers , in which case the hire provided for under this charter shall be
 
401
 

 
 
adjusted to reflect any net increases in expenditure reasonably incurred or any net saving which should
 
402
 
reasonably be made by Owners as a result of such lay-up, Charterers may exercise the said option any number of
 
403
 
times during the charter period. All time and cost for preparing the Vessel , including cleaning of underwater part for normal voyage is for Charterers’ account. 
 
404
Requisition
32. Should the vessel be requisitioned by any government, de facto or de jure, during the period of this
 
405
 
charter, the vessel shall be off-hire during the period of such requisition, and any hire paid by such government in
 
406
 
respect of such requisition period shall be for Owners’ account. Any such requisition period shall count as part of
 
407
 
the charter period.
 
408
Outbreak of War
33. If war or hostilities directly affecting this Charterparty break out between any two or more of the following countries:U.S.A., FSU,  and vessels flagstate U.S.S.R.,
 
409
 
P.R.C., U.K., Iran-both Owners and Charterers shall have the right to cancel this charter.
 
410
Additional War
34. If the vessel is ordered to trade in areas where there is war (de facto or de jure) or threat of war,
 
411
Expenses
Charterers shall reimburse Owners for any additional insurance premia, crew bonuses and other expenses which
 
412
 
are reasonably incurred by Owners as a consequence of such orders, provided that Charterers are given notice of
 
413
 
such expenses as soon as practicable, and provided further
 
414
 
that Owners obtain from their insurers a waiver of any subrogated rights against Charterers in respect of any
 
415
 
claims by Owners under their war risk insurance arising out of compliance with such orders.
 
416
War Risks
35. (a) The master shall not be required or bound to sign bills of lading for any place which in his or
 
417
 
Owners’ reasonable opinion is dangerous or impossible for the vessel to enter or reach owing to any blockade,
 
418
 
war, hostilities, warlike operations, civil war, civil commotions or revolutions.
 
419
 
(b) If in the reasonable opinion of the master or Owners it becomes, for any of the reasons set out in
 
420
 
Clause 35 (a) or by the operation of international law, dangerous, impossible or prohibited for the vessel to reach
 
421
 
or enter, or to load or discharge cargo at, any place to which the vessel has been ordered pursuant to this charter
 
422
 
(a “place of peril”), then Charterers or their agents shall be immediately notified by telex or radio messages, and
 
423
 
Charterers shall thereupon have the right to order the cargo, or such part of it as may be affected, to be loaded or
 
424
 
discharged, as the case may be, at any other place within the trading limits of this charter (provided such other
 
425
 
place is not itself a place of peril). If any place of discharge is or becomes a place of peril, and no orders have been
 
426
 
received from Charterers or their agents within 48 hours after dispatch of such messages, then Owners shall be at
 
427
 
liberty to discharge the cargo or such part of it as may be affected at any place which they or the master may in
 
428
 
their or his discretion select within the trading limits of this charter and such discharge shall be deemed to be due
 
429
 
fulfilment of Owners’ obligations under this charter so far as cargo so discharged is concerned.
 
430
 
(c) The vessel shall have liberty to comply with any discretions or recommendations as to departure,
 
431
 
arrival, routes, ports of call, stoppages, destinations, zones, waters, delivery or in any other wise whatsoever
 
432
 
given by the government of the state under whose flag the vessel sails or any other government or local authority
 
433
 
or by any person or body acting or purporting to act as or with the authority of any such government or local
 
434
 
authority including any de facto government or local authority or by any person or body acting or purporting to
 
435
 
act as or with the authority of any such government or local authority or by any committee or person having under
 
436
 
the terms of the war risks insurance on the vessel the right to give any such discretions or recommendations. If by
 
437
 
reason of or in compliance with any such directions or recommendations anything is done or is not done, such
 
438
 
shall not be deemed a deviation.
 
439
 
If by reason of or in compliance with any such direction or recommendation the vessel does not
 
440
 
proceed to any place of discharge to which she has been ordered pursuant to this charter, the vessel may proceed
 
441
 
to any place which the master or Owners in his or their discretion select and there discharge the cargo or such part
 
442
 
of it as may be affected. Such discharge shall be deemed to be due fulfilment of Owners obligations under this
 
443
 
charter so far as cargo so discharged is connected.
 
444
 
Charterers shall procure that all bills of lading issued under this charter shall contain the Chamber of
 
445
 
Shipping War Risks Clause 1952. See Rider Clause 64
 
446
Both to Blame
36. If the liability for any collision in which the vessel is involved while performing this charter falls to be
 
447
 

 
Collision Clause
determined in accordance with the laws of the United States of America, the following provision shall apply:
 
448
 
“If the ship comes into collision with another ship as a result of the negligence of the other ship and any
 
449
 
act, neglect or default of the master, mariner, pilot or the servants of the carrier in the navigation or in the
 
450
 
management of the ship, the Owners of the cargo carrier hereunder will indemnify the carrier against all loss, or
 
451
 
liability to the other or non-carrying ship or her Owners in so far as such loss or liability represents loss of, or
 
452
 
damage to, or any claim whatsoever of the Owners of the said cargo, paid or payable by the other or non-carrying
 
453
 
ship or her Owners to the Owners of the said cargo and set off, recouped or recovered by the other or non-carrying
 
454
 
ship or her Owners as part of their claim against the carrying ship or carrier.”
 
455
 
“The forgoing provisions shall also apply where the Owners, operators or those in charge of any ship
 
456
 
or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect of a collision or
 
457
 
contact.”
 
458
 
Charterers shall procure that all bills of lading issued under this charter shall contain a provision in the
 
459
 
foregoing terms to be applicable where the liability for any collision in which the vessel is involved falls to be
 
460
 
determined in accordance with the laws of the United States of America.
 
461
New Jason
37. General average contributions shall be payable according to the York/Antwerp Rules, 1974 1990 and 1994 and shall
 
462
Clause
be adjusted in London in accordance with English law and practice but should adjustment be made in accordance
 
463
 
with the law and practice of the United States of America, the following provision shall apply:
 
464
 
“In the event of accident, danger, damage or disaster before or after the commencement of the
 
465
 
voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the
 
466
 
consequence of which, the carrier is not responsible by statute, contract or otherwise, the cargo, shippers,
 
467
 
consignees or owners of the cargo shall contribute with the carrier in general average to the payment of any
 
468
 
sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay salvage and
 
469
 
special charges incurred in respect of the cargo.”
 
470
 
“If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the said
 
471
 
salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover
 
472
 
the estimated contribution of the cargo and any salvage and special charges thereon shall, if required, be made by
 
473
 
the cargo, shippers, consignees or owners of the cargo to the carrier before delivery.”
 
474
 
Charterers shall procure that all bills of lading issued under this charter shall contain a provision in the
 
475
 
foregoing terms, to be applicable where adjustment of general average is made in accordance with the laws and
 
476
 
practice of the United States of America.
 
477
Clause
38. Charterers shall procure that all bills of lading issued pursuant to this charter shall contain the
 
478
Paramount
following clause:
 
479
 
“(1) Subject to sub-clause (2) hereof, this bill of lading shall be governed by, and have effect subject
 
480
 
to, the rules contained in the International Convention for the Unification of Certain Rules relating to Bills of
 
481
 
Lading signed at Brussels on 25th August 1924 (hereafter the “Hague Rules”) as amended by the Protocol signed
 
482
 
at Brussels on 23rd February 1968 (hereafter the “Hague-Visby Rules”). Nothing contained herein shall be
 
483
 
deemed to be either a surrender by the carrier of any of his rights or immunities or any increase of any of his
 
484
 
responsibilities or liabilities under the “Hague-Visby Rules.”
 
485
 
“(2) If there is governing legislation which applies the Hague Rules compulsorily to this bill of lading,
 
486
 
to the exclusion of the Hague-Visby Rules, then this bill of lading shall have effect subject to the Hague Rules.
 
487
 
Nothing herein contained shall be deemed to be either a surrender by the carrier of any of his rights or immunities
 
488
 
or an increase of any of his responsibilities or liabilities under the Hague Rules.”
 
489
 
“(3) If any term of this bill of lading is repugnant to the Hague-Visby Rules, or Hague Rules if
 
490
 
applicable, such term shall be void to that extent but no further.”
 
491
 
“(4) Nothing in this bill of lading shall be construed as in any way restricting, excluding or waiving the
 
492
 
right of any relevant party or person to limit his liability under any available legislation and/or law."
 
493
TOVALOP
39. Owners warrant that the vessel is:
 
494
 
(i) a tanker in TOVALOP and
 
495
 
(ii) properly entered in P & I Club
 
496
 
and will so remain during the currency of this charter.
 
497
 
When an escape or discharge of Oil occurs from the vessel and cause or threatens to cause Pollution
 
498
 
Damage, or when there is the threat of an escape or discharge of Oil (i.e. a grave and imminent danger of the
 
499
 
escape or discharge of Oil which, if it occurred, would create a serious danger of Pollution Damage, whether or
 
500
 
not an escape or discharge in fact subsequently occurs), then Charterers may, at their option, upon notice to
 
501
 

 
 
Owners or master, undertake such measures as are reasonably necessary to prevent or minimise such Pollution
 
502
 
Damage or to remove the Threat, unless Owners promptly undertake the same. Charterers shall keep Owners
 
503
 
advised of the nature and result of any such measures taken by them and, if time permits, the nature of the
 
504
 
measures intended to be taken by them. Any of the aforementioned measures taken by Charterers shall be
 
505
 
deemed taken on Owners’ authority as Owners’ agent, and shall be at Owners’ expense except to the extent that:
 
506
 
(1) any such escape or discharge or Threat was caused or contributed to by Charterers, or
 
507
 
(2) by reason of the exceptions set out in Article III, paragraph 2, of the 1969 International
 
508
 
Convention on Civil Liability for Oil Pollution Damage, Owners are or, had the said Convention applied to such
 
509
 
escape or discharge or to the Threat, would have been exempt from liability for the same, or
 
510
 
(3) the cost of such measures together with all other liabilities, costs and expenses of Owners arising
 
511
 
out of or in connection with such escape or discharge or Threat exceeds one hundred and sixty United States
 
512
 
Dollars (US $160) per ton of the vessel’s Tonnage or sixteen million eight hundred thousand United States
 
513
 
Dollars (US $16,800,000), whichever is the lesser, save and insofar as Owners shall be entitled to recover such
 
514
 
excess under either the 1971 International Convention on the Establishment of any International Fund for
 
515
 
Compensation for Oil Pollution Damage or under CRISTAL;
 
516
 
PROVIDED ALWAYS that if Owners in their absolute discretion consider said measures
 
517
 
should be discontinued. Owners shall so notify Charterers and thereafter Charterers shall have no right to
 
518
 
continue said measures under the provisions of this Clause 39 and all further liability to Charterers under this
 
519
 
Clause 39 shall thereupon cease.
 
520
 
The above provisions are not in derogation of such other rights as Charterers or Owners may have
 
521
 
under this charter or may otherwise have or acquire by law or any International Convention or TOVALOP.
 
522
 
The term “TOVALOP” means the Tanker Owners’ Voluntary Agreement Concerning Liability
 
523
 
for Oil Pollution dated 7th January 1969, as amended from time to time, and the term “CRISTAL” means the
 
524
 
Contract Regarding an Interim Supplement to Tanker Liability for Oil Pollution dated 14th January 1971, as
 
525
 
amended from time to time. The terms “Oil”, “Pollution Damage”, and “Tonnage” shall for the purposes of this
 
526
 
Clause 39 have the meanings ascribed to them in TOVALOP. See Rider Clause 83
 
527
Export
40. The master shall not be required or bound to sign bills of lading for the carriage of cargo to any place to
 
528
Restrictions
which export of such cargo is prohibited under the laws, rules or regulations of the country in which the cargo was
 
529
 
produced and/or shipped.
 
530
 
Charterers shall make best endeavors to ensure procure that all bills of lading issued under this charter shall contain the following
 
531
 
clause:
 
532
 
“If any laws rules or regulations applied by the government of the country in which the cargo was
 
533
 
produced and/or shipped, or any relevant agency thereof, impose a prohibition on export of the cargo
 
534
 
to the place of discharge designated in or ordered under this bill of lading, carriers shall be entitled to
 
535
 
require cargo owners forthwith to nominate an alternative discharge place for the discharge of the
 
536
 
cargo, or such part of it as may be affected, which alternative place shall not be subject to the
 
537
 
prohibition, and carriers shall be entitled to accept orders from cargo owners to proceed to and
 
538
 
discharge at such alternative place. If cargo owners fail to nominate an alternative place within 72
 
539
 
hours after they or their agents have received from carriers notice of such prohibition, carriers shall be
 
540
 
at liberty to discharge the cargo or such part of it as may be affected by the prohibition at any safe place
 
541
 
on which they or the master may in their or his absolute discretion decide and which is not subject to the
 
542
 
prohibition, and such discharge shall constitute due performance of the contract contained in this bill
 
543
 
of lading so far as the cargo so discharged is concerned”.
 
544
 
The foregoing provision shall apply mutatis mutandis to this charter, the references to a bill of lading
 
545
 
being deemed to be references to this charter
 
546
Law and
41. (a) This charter shall be construed and the relations between the parties determined in accordance
 
547
Litigation
with the laws of England.
 
548
 
(b) Any dispute arising under this charter shall be decided by the English Courts to whose
 
549
 
jurisdiction the parties hereby agree.
 
550
 
(c) Notwithstanding the foregoing, but without prejudice to any party’s right to arrest or maintain
 
551
 
the arrest of any maritime property, either party may, by giving written notice of election to the other party, elect
 
552
 
to have any such dispute referred to the arbitration of a single arbitrator in London in accordance with the
 
553
 
provisions of the Arbitration Act 1950, or any statutory modification or re-enactment thereof the time being
 
554
 
In force.
 
555
 
(i) A party shall lose its right to make such an election only if:
 
556
 
(a) it receives from the other party a written notice of dispute which -
 
557
 
(1) states expressly that a dispute has arisen out of this charter:
 
558
 
(2) specifies the natures of the dispute: and
 
559
 
(3) refers expressly to this clause 41(c)
 
560
 
and
 
561
 
(b) it fails to give notice of election to have the dispute referred to arbitration not later than
 
562
 

 
 
30 days from the date of receipt of such notice of dispute.
 
563
 
(ii) The parties herby agree that either party may -
 
564
 
(a) appeal to the High Court on any question of law arising out of an award:
 
565
 
(b) apply to the High Court for an order that the arbitrator state the reasons for his award:
 
566
 
(c) give notice to the arbitrator that a reasoned award is required: and
 
567
 
(d) apply to the High Court to determine any question of law arising in the course of the
 
568
 
reference.
 
569
 
(d) It shall be condition precedent to the right of any party ot a stay of any legal proceedings in
 
570
 
which maritime property has been, or may be, arrested in connection with a dispute under this charter, that that
 
571
 
party furnishes to the other party security to which that other party would have been entitled in such legal
 
572
 
proceedings in the absence of a stay. See Rider Clause 68
 
573
Construction
42. The side headings have included in this charter for convenience of reference and shall in no way
 
574
 
affect the construction hereof.
Additional Clauses 43 through 94 forms an integral part of this Charter and are fully incorporated herein’
 
575
       
 
 
Charterers
    Owners
       
/s/ Meng Qing Lin     /s/ C.A. J. Vanderperre

Printed Name: Meng Qing Lin
   
Printed Name: C.A. J. Vanderperre
Title: Managing Director
    Title: Director
 
 
This is a precise copy of the original document which can be modified, amended or added to only by the striking out of
 
 
original characters, or the insertion of new characters, such characters being clearly highlighted by underlining or use of
 
 
colour or use of a larger font and marked as having been made by the licensee or end user as appropriate and not by the
 
 
author.
 


MT SHINYO NAVIGATOR
TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006

CLAUSE 43. Speed and Consumption Guarantee Clause
 
For Main Engine:
 
abt 14.8 knots on ballast  
85  MT/day
abt 14.5 knots on laden   
92  MT/day
   
For Auxiliary Engine - Marine:
 
Diesel Oil              
0.1 MT/day
Fuel Oil (IFO-380) 3.5   MT/day 
 
Present figures will be revised after 2 complete voyages (2 laden and 2 ballast voyages) after analyzing the Actual Speed vs Fuel Oil Consumptions.

CLAUSE 44. Oil Major Approval Clause

Due to change of Owners/management, Owners will require initial two or three voyages to secure major oil approvals from Shell plus min of 2 other oil companies from the following list: Exxom/BP/Chevtex.
 
In addition, Owners shall also warrant that they shall exercise their best endeavour in order to maintain minimum 3 approvals throughout this charter, and have minimum one valid approved inspection submitted into the SIRE system every 6 months. Furthermore, Owners will do their best to also obtain and maintain other approvals/acceptances that may be required by Charterers during the currency of this Time Charter Contract including, but not limited to Statoil, Total, BHP and Repsol vetting approvals and so on as requested by Charterers.
 
During the currency of this Time Charter, should Owners fail to comply with the all the above, Charterers may so notify Owners in writing of such failure and, if after 30 days following receipt by Owners of any such notice, Owners have failed to demonstrate to Charterers reasonable satisfaction the exercise of due diligence in obtaining such vetting approvals/acceptances, the Charterers shall have the right to put the vessel off-hire by giving notice in writing with effect from the date on which Owners fail to comply with the above or from later date stated in such notice. Nevertheless, Charterer shall exercise their due diligence in seeking other employment of the Vessel from alternative Oil Majors in mitigating Owner’s loss.
 
Any time directly incurred by or directly associated with Oil Majors inspections shall be for Charterer’s account. Cost and expenses of such to be in Owners’ account. In case of failure, any time loss thereby and costs and expenses incurred in taking remedial measures of any defects as alleged by the Oil Majors shall be for Owner’s account.

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TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
CLAUSE 45. U.S.C.G. Notification Clause

The Vessel shall comply with all U.S. Coast Guard requirements with regard to advance arrival notification including, but not limited to, disclosure of Charterers’ name. U.S. Coast Guard may board the Vessel if the Charterers are deemed to be within a ‘high risk’ category. Any and all delays to the Vessel due to Owner’s failure to comply USCG requirements following such boarding or inspection shall count as off-hire and all expenses incurred due to such inspection to be for Owners’ account and to be settled by them directly or settled immediately upon receipt of Charterers’ invoice with supporting documents if such expenses are invoiced to the Charterers’.

CLAUSE 46. T.V.E.L. Clause

Time and expenses for obtaining USCG inspection to be for Charterer’s account. Unless Vessel has failed to obtain same, in such case, time and expenses are in Owner’s account till final approval of such has/have been obtained.

CLAUSE 47. Sea Pilots & Traffic Separation Clause

In the interest of safety, the Master will observe the recommendation as to traffic separation and routing as issued from time to time by the Intergovernmental Maritime Consultative Organization or as promulgated by the state of the flag of the Vessel or the state in which the effective management of the Vessel is exercised. Sea pilots, where the use of these are compulsory are always to be engaged at Charterers’ cost.

CLAUSE 48. U.K. Water Traffic Routing Clause

The Charterers will do their best to assist the Owners to observe, and to instruct the Master to observe, the code of practice relating (inter alia) to recommendations as to routes to be taken by tankers in certain sensitive locations in United Kingdom Waters, as drawn up by the British Chamber of Shipping in March 1993.

CLAUSE 49. Controlled Passages Clause

Except where the Master is taking his responsibility to ensure the safety of the Vessel, property and life on board, the Vessel while performing under this Charter shall not navigate the following passages.

1. The Strait of Messina

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TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
2. The Strait of Bonifacio

3. Between the Scilly Islands and land’s End

4. The Minches and the channel between St. Kilda and the West Coast of Hebrides

5. If bound to port(s) on the East Coast of the U.K., north of the River Thames, the in-shore traffic zones in the English Channel

6. Between Somalia and the island of Socotra.

When transiting the Florida Straits, from Key Biscayne south to the Dry Tortugas, the Vessel shall maintain a distance of not less than ten (10) nautical miles off the outer navigational aids marking the reefs off the Florida Keys. When transiting the Windward Passage or the Yucatan Channel, the Vessel shall give the coast of Cuba a wide berth.

CLAUSE 50. Agency Clause

Owners to appoint their own agents when and if there is major Owners’ business such as extensive repairs, docking and other extended off-hire, etc. However, Charterers’ agents to attend to minor matters such as postage, cash advance to Master, crew transportations, medical, telexes etc. on Owners’ behalf. Charterer will settle such expenses with the agents in first instance and debit Owner by deduction from payment of Charter hire with supporting vouchers.

CLAUSE 51. Re-measurement Clause

Charterers have the right to request Owners to re-measure the Vessel up or down as the case may be and as permitted by the Classification Society for the purpose of satisfying certain port and/or terminal regulations. Such request, if any, shall be made in writing sufficiently in advance, but if any delay is occurred to Vessels schedule due to late issuance of such deadweight documentation, such delay shall always be for Charterers’ account and all costs incurred to issue such certification shall be for the Charterers’ account and shall be settled by them together with next due hire payment upon being invoiced by the Owners.

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TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
CLAUSE 52. Minimum Speed (slow speed & speed up) Clause

Owners agree to allow Charterers to issue orders directly to the Vessel to slow down from [agreed speed laden and ballast as per clause 24] knots or speed up from [agreed speed laden and ballast as per clause 24] knots always consistent with safe operation of the Vessel and its machinery on ballast and/or on laden passages. However, the speed/consumption warranty as per Clause 24 should not apply in such case.

CLAUSE 53. Inert Gas System Clause

Owners warrant that the Vessel is equipped with a fully functional, efficient and certified Inert Gas System (‘IGS’), which is in use on the date of delivery of the Vessel hereof and shall so remain during the period of this Charter.

CLAUSE 54. Crude-Oil-Washing System Clause

Owners warrant that the Vessel is equipped with a fully functional, efficient and certified Crude Oil Washing system (‘COW’), which is in use on the date of delivery of the Vessel hereof and shall so remain during the period of this Charter.

CLAUSE 55. Ballast Exchange Management Clause

Owners shall instruct the Master to comply with ballast water management and reporting of the state, local and international regulations as applicable at the time. In executing ballast water management, Owners warrant that approved ballast exchange method(s) will be used bearing in mind all aspects of safety and seaworthiness of the Vessel.

CLAUSE 56. Clean Ballast Clause

Owners warrant that the Vessel will comply with all international and national conventions, regulations, voluntary guidelines and laws that may from time to time be issued by the relevant and/or appropriate authority concerning the control of ballast water discharge from ships. In no event will the Vessel discharge dirty ballast or ballast deemed by the Owners to be clean ballast, but carried in tanks which previously carried cargo, in or near any coastal waters.

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TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
CLAUSE 57. Sea Terminals Clause

Owners warrant that if and when the Vessel is loading or discharging at a sea terminal, for reason of safety, she will maintain her engines in readiness at all times and will be in such a state that she is able to promptly suspend the cargo operation with hoses and mooring lines that can be promptly disconnected for proceeding to another anchorage or area as directed by charterers.

CLAUSE 58. Blending Clause

Charterers have the option to blend the cargo on board the Vessel subject to provision of a LOI based upon Owner’s P & I Club wording, referred to (iv) hereinbelow provided always that such blending is;

(i) Within the technical capability of the Vessel;

(ii) Harmless to the Vessel, her crew, her cargo tanks, cargo pumps and other cargo handling systems;

(iii) within Masters’ consideration as regard to safety;

(iv) on each and every occasion the Charterers shall provide the Owners with a Letter of Indemnity with wording acceptable to Owners for the purpose of they indemnifying the Owners, Vessel and Master against any liability for

(a). Any claim from any third party and
 
(b). For cargo re-documentation that may arise as a result of the on board blending,

CLAUSE 59. Watchmen Clause

Shore gangway watchmen shall be servants of the Owners, but the cost for such watchmen shall be borne by the Charterers.

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TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
CLAUSE 60. Eligibility Clause

Owners warrant that:

(i) The Vessel is in all respects eligible under applicable laws and regulations for trading to the areas specified in Clause 4 and that at all necessary times she shall have on board all certificates (including International Tonnage Certificate 1969) required for such service.

(ii) Safety Management System (‘SMS’) in accordance with the ISM Code will be in operation throughout the term of this Charter. It is a condition of this Charter that the Owner’s or ‘the company’ (as defined by the ISM Code) shall have a valid Document of Compliance (‘DOC’) and the Vessel shall have a valid Safety Management Certificate (‘SMC’).

(iii) Throughout the period of this Charter the Vessel shall comply with the requirements of SOLAS (IMO protocol of 1978 relating to the International Convention for the Safety of Life at Sea, 1974) and MARPOL (IMO Protocol of 1978 relating to the International Convention for the Prevention of Pollution from Ships 1983) and subsequent updates. Owner further warrants that with particular reference to these protocols, and any further amendments or successors to these protocols, the Vessel shall have on board all necessary certification of compliance to enable the Vessel to trade at any place within the agreed trading range of this Charter without any restriction.

(iv) In accordance with 19 CFR SS 4.7A and 178.2, as amended, Charterers standard carrier ALPHA (‘SCAC’) which will prefix a Bill of Lading serial number and form a ‘unique identifier’ will be entered on all Bills of Lading, Cargo manifests, Cargo declarations and other cargo documents relating to carriage of goods to the Unites States as may be provided for hereunder.

(v) During the term of this Charter the Vessel will comply, and if not in compliance will hold necessary waivers, with all applicable United States Coast Guard (‘USCG’) Regulations in effect including, but not limited to, pollution and safety regulations of the Code of Federal Regulations, as amended, and all other applicable state pollution and safety laws, rules and regulations as may be promulgated and subsequent amendment thereto.

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TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
CLAUSE 61. Drugs and Alcohol Policy Clause

Owners warrant that it has a policy on drug and alcohol abuse (‘Policy’) applicable to the Vessel, which meets or exceeds the standards in the Oil Companies International Marine Forum (‘O.C.I.M.F.’) guidelines for the control of drugs and alcohol. Under the Policy, alcohol impairment shall be defined as a blood content of 40 mg/100 ml or greater; the appropriate seafarers to be tested shall be all officers of the Vessel and the drug and alcohol testing and screening shall include unannounced testing in addition to routine medical examinations. An objective of the policy shall be that the frequency if the unannounced testing be adequate to act as an effective abuse deterrent, and that all officers be tested at least once a year through a combined program of unannounced testing and route medical examinations.

CLAUSE 62. Hull and Machinery Insurance Clause

Owners warrant that it has in force and effect by the date of Vessels delivery under this Charter, hull and machinery insurance placed through reputable brokers on institute clauses or equivalent for the value of USD 100,000,000 (H&M and IV). Owners furthermore warrant that such insurance shall be maintained for the duration of this Charter.

CLAUSE 63. Oil Pollution Insurance / OPA 90 / COFR Clause

Owners warrant that throughout the term of this Charter the Vessel shall be entered for standard oil pollution liability cover with a Protection & Indemnity Club (‘P&I Club’) belonging to the International Group of P & I Clubs in compliance with this Clause. Owners shall promptly furnish evidence of the Vessels entry into a P&I Club and the limits of oil pollution liability cover afforded thereby upon Charterers’ written request. Owners warrant that they have, and will maintain throughout the period of this charter, Oil Pollution Insurance Cover of maximum cover available (currently US$ 1,000 Million) as and when it becomes available from their P&I Club, or through underwriters acceptable to the Owners, providing first class security. The fixed annual costs of entering and maintaining compliance with the requirements of the US Oil Pollution Act of 1990 (‘OPA90’) for the entire term of this Charter are the responsibility of the Owners. All voyage and port call specific variable costs relating to these certificates are the responsibility of the Charterers and shall be for their account and shall be paid by the Charterers with next hire payment upon presentation of Owners invoice including supporting documentation in a form reasonably satisfactory to the Charterers. Owners warrant that throughout the term of this Charter they will provide the Vessel with all necessary certificates including, but not limited to certificate issued pursuant to the Civil Liability Convention 1992 (‘CLC’), as and when in force and a Certificate of Financial Responsibility (‘COFR’) issued pursuant to section 1016 (a) of the Environmental Response, Compensation and Liability Act 1980, as amended in accordance with Part 138 of Coasts Guard Regulations 33 CFR, so long as these can be obtained by the Owners from the United States Coast Guard. The costs of same to be for Owners account but voyage related costs to be for Charterers account.

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TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
CLAUSE 64. War Risks Clause

a. Contraband

No contraband of war shall be shipped, but petroleum and/or its products shall not be deemed contraband of war for the purposes of this clause.

b. War Zones

The Vessel shall not, however, be required, without the consent of Owners, which shall not be unreasonably withheld, to enter any port, place or zone which is involved in a state of war, warlike operations, or hostilities, civil strife or piracy, whether there be a declaration of war or not, where it might reasonably be expected to be subject to capture, seizure or arrest, or to a hostile act by a belligerent power (the term ‘power’ meaning any de jure or de facto authority or any other purported governmental organization maintaining naval, military or air forces).

c. War Risk Insurance

For purposes of this Clause, it shall be unreasonable for Owners to withhold consent to any voyage, route, or port or place of loading or discharge if insurance against all risks defined in paragraph b. of this Clause is then available commercially or under a government program in respect to such voyage, route or port or place of loading or discharge, If such consent is given by Owners, Charterers shall pay any provable additional cost of insuring the Vessel against Hull war risks over and above such costs in effect on the date of this Charter in an amount equal to the insured value under her ordinary hull policy, which includes basic and Increased Value covers. If such insurance is not obtainable commercially or through a government program, the Vessel shall not be required to enter or remain at any such port, place or zone. In addition, Owners may purchase war risk insurance for account of Charterers against ancillary risks such as loss of hire, freight disbursements, total loss, etc. if it carries such insurance for ordinary marine hazards.

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MT SHINYO NAVIGATOR
TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
d. Additional Costs

All War Risk additional premium including but not limited to any surcharges and Crew War Risk Bonus / Insurance to be for Charterers’ account. Vessel’s insured value is USD 100,000,000 (WAR)
 
Charterers settlement shall be paid together with hire payment against Owners’ supporting documents and /or vouchers.
 
Any premiums, or increases thereto, attributable to closure (i.e. blocking and trapping) insurance shall be for Charterer’s account.

e. Hostile Areas

Owners shall have the option of adjusting the timing, speed and routing of the inward and outward passage through areas of hostility depending on the prevailing pattern of hostilities. Owners shall keep Charterers advised of its plans to transit areas of hostilities including any changes while in transit.

The voyage instruction procedures for the Vessel to transit a hostile are(s) shall be as follows:

Charterers issue voyage instructions directly to the Vessel, with a copy to Owner. Charterers voyage instructions should include:

1) Specific ports to load/discharge and sequence of port calls

2) Required load/discharge dates

3) Cargo grades and quantities

4) Bunkering supply procedures

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MT SHINYO NAVIGATOR
TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
5) Cargo measurement and documentation requirements, etc.

Charterers voyage instructions to include advice to the Master that the specific sailing instructions for the passage in and out and through the area of hostilities.

Charterers voyage instructions, shall include the level and nature of risk in the hostile area(s) and issue specific cautionary sailing instructions directly to the Vessel with copy to Owner’s office on an urgent basis.

Specific cautionary sailing instructions shall include passage timing, recommended routing and speed in and out and through the area(s) of hostilities, and other specific cautionary instructions.

CLAUSE 65. Civil Liability Convention Clause

Owners warrant that the Vessel will have on board at the time of delivery under this Charter and thereafter during the entire term of this Charter a valid certificate as required by Article 7 of the International Convention of Civil Liability for Oil Pollution Damage of 1969 as amended 1976 or 1992 (‘CLC’).

CLAUSE 66. Third Party Arrest Clause

In the event of arrest or other sanction levied against the Vessel or Charterers as a consequence of any act or omission on the part of Owners or any failure by Owners and/or Vessel to comply with the terms and conditions of the Charter set forth herein, Owners shall indemnify and hold Charterers harmless for any damages, penalties costs and consequences and any time Vessel is under arrest is fully for Owners account and count as time off-hire.
In the event or arrest or other sanction levied against the Vessel or Owners as a consequence of any act or omission on the part of the Charterers or any failure by Charterers to comply with the terms and conditions of the Charter, Charterers shall indemnify and hold Owners harmless for any damages, penalties, costs and consequences and any time the Vessel is under arrest is fully for Charterers account and count as time on-hire.

CLAUSE 67. Ownership and Flag Clause

Owners will not change the flag or sell the Vessel during the term of this Charter without the Charterers prior written consent, which shall not be unreasonably withheld or delayed. For the purpose of this Clause it shall always be considered unreasonable for the Charterers not to consent to such proposed flag change proposed by the Owners to facilitate continued implementation of this Charter without infringement or restriction whether under international trade sanctions, boycotts or otherwise. If such consent is granted, Charterers and Owners and the purchaser shall join in executing a novation agreement novating to the purchaser Owners rights and obligations under this Charter. The responsibility of obtaining new vettings etc. after any of these changes will be Owners and although Charterers shall do utmost to ensure that the vessel is suitable employed any time-loss due to missing vettings etc to be for Owners account.

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TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
CLAUSE 68. Law & Arbitration Clause

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 an 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 provision 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 unless otherwise agreed. 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 If the other party does not appoint its own arbitrator and does not respond 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.

CLAUSE 69. Serving Notices Clause

All notices, authorizations, approvals, waivers, requests and other communications hereunder (collectively ‘Notices’) shall be in writing, shall be addressed as provided below and shall be delivered in person, sent by facsimile or e-mail, mailed (registered and postage prepaid) or sent by a recognized international courier dispatch service. All notices shall be deemed to be properly given or made upon the earliest to occur of (a) actual delivery, (b) five (5) days after being sent by prepaid registered mail as aforesaid, (c) immediately at the time of full and effective transmission by facsimile evidenced by an error-free transmission report or e-mail and (d) at the time of actual delivery by an internationally recognized courier dispatch service. For the purposes of notices, the addresses, e-mail and facsimile numbers of the Owners and Charterers are set forth below:

-  In the event of notice to the Charterers:
   Mr. Shi, Guoming
 
Dalian Ocean Shipping Co.
Address: No. 29 QiQi Street, Zhongshan Dist., Dalian, China 116001
 
E-mail:  gmshi@coscodl.com
Fax No.: + 86 (411) 8280 5982

-  In the event of notice to the Owners:
   (Owners provide)

Univan Ship Management Ltd
Address: Suite 801, 8/F, Asian House, Hennessy Road 1, Wanchai, Hong Kong

E-mail: Vanship@univan.com.hk
Tel No: (852) 2527 0058
Fax No: (852) 2861 0742

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MT SHINYO NAVIGATOR
TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
CLAUSE 70. Bills of Lading Clause

a Signatures

The Master as directed by Charterers or their agents, always within applicable laws and conventions, shall sign Bills of Lading. However, at Charterers option, Charterers or their agents may sign Bills of Lading on behalf of the Master in which case Charterers shall provide the Vessel or Owner with copies of the Bills of Lading. All Bills of lading shall be without prejudice to the Charter, and Charterers shall indemnify Owners against all consequences and liabilities which may arise from any inconsistency between the Charter and any Bills of Lading or from any documents signed by Charterers or their agents, and from any documents signed or action taken by the Master at their request, and which may arise from an irregularity in papers supplied by Charterers or their agents.

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b Carriage of Cargo

Notwithstanding anything in the Charter to the contrary, the carriage of cargo under the Charter and under all Bills of lading issued for the cargo shall be subject to the statutory provisions and other terms set forth or specified in this Clause in its entirety and such terms shall be incorporated verbatim, or be deemed incorporated by reference, in any such Bill of Lading. In such Clauses and in any Act referred to therein, the word ‘Carrier’ shall include Owners and any chartered Owners of the Vessel.

c Limitation of Liability

Any provision of the Charter to the contrary notwithstanding, the Carrier shall have the benefits of all limitations of, and exemptions from, liability accorded to the Owners or chartered Owners of vessels by any statute or rule of law for the time being in effect.

d Deviation

Subject otherwise to the terms of this Charter, the Vessel shall have the liberty to sail with or without pilots, to tow or be towed, to go to the assistance of vessels in distress, to deviate for the purpose of saving life or property or of landing any ill or injured person on board, the cost of which shall be shared fifty/fifty (50/50) between Owners and Charterers.

e. Bill of Lading Indemnity

If Charterers requests Owners in writing to deliver a quantity of cargo at a discharge port or place either:

(i) Without prior presentation to the Vessel at the discharge port or place of one (1) of the original Bills of lading issued for the cargo, duly endorsed, and/or;

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TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
(ii) At a discharge port or place other than that specifically named in said Bills of Lading, Owner shall deliver the cargo in accordance with Charterers request if Charterers make such delivery request (‘Delivery Request’) in writing referring to this Clause of the Charter. The indemnity set out in this clause sub paragraph f. below shall automatically be deemed to be given by Charterers in favor of Owners, Vessel, any chartered Owner(s) of Vessel, Master, Vessel operators, agents and underwriters on each occasion that Owners delivers the cargo pursuant to the Delivery Request.

f. Form of Indemnity

Throughout the currency of this charter, Charterers are entitled to:

1. instruct the Master to deliver the cargo on board without production of Original Bills of Lading, or

2. to proceed to and discharge cargo at safe port or place other than that named in the Bill of Lading, or

3. to proceed to a port or place and discharge a quantity of cargo different from that stated in the original Bill of Lading.

In consideration of the foregoing, the original hard copy Letter of Indemnity (as per Appendix iv) shall be given to Owners and to be in full force and effect on each and every occasion when discharge as aforesaid takes place.

Charterers should use Owners’ P &I Club wording as per Appendix iii

CLAUSE 71. Drawings and Certificates Clause

The Owners shall send photocopies of the following plans and certificates to the Charterers by courier before delivery of the Vessel under this Charter:

(i) Cargo Capacity Plan

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TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
(ii) General Arrangement Plan including a Deadweight Scale

(iii) Mooring Plan

(iv) Cargo and Ballast Piping Arrangement Plan

(v) Safety Management Certificate

(vi) Document of Compliance

(vii) Suez Canal Certificate
 
CLAUSE 72. Crew Operational Knowledge and English Speaking Clause

Owners guarantee that there will be on board, at all times, sufficient personnel with a reasonable working knowledge of the English language to enable cargo operations at loading or discharging places to be carried out efficiently.

CLAUSE 73. Storage & Underwater Cleaning Clause

The Charterers have the option to employ the vessel as a storage tanker for up to a maximum of 180 days during the term of this Charter. During such time(s) as the vessel is employed as a storage tanker, the Master will co-operate to keep vessels consumption to a minimum, always subject to Masters discretion keeping in mind safety of the vessel and the cargo.

If the vessel is employed as a storage tanker, or remain idle for a period of 20 days or more, the underwater parts becomes fouled by marine growth due to such extended stay(s) and therefore the Owners will arrange for underwater cleaning including polishing of the propeller at Charterers time and cost, the cost of which Charterers shall pay together with the next due hire payment, and all time used shall count as time on-hire.

Furthermore, if the vessel is employed as a storage tanker or remain idle for a period of 20 days or more, the speed and consumption warranties as per Clause 43 herein are automatically invalidated until such time as the Owners are able to carry out a complete underwater hull cleaning, including propeller polishing, as described above.
 
15

 
MT SHINYO NAVIGATOR
TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
The Owners have a program by which vessel's underwater parts will be cleaned at Owner's time and cost, but without incurring off-hire - provided maximum 12 hours used annually - whenever practically feasible and where all the equipment necessary to carry out such cleaning are readily available.

CLAUSE 74. Pumping Clause

Owner warrants that throughout the charter period, the vessel shall discharge entire cargo within 24 hours including time for stripping and COW (12 hour additional allowance for COW for all tanks or pro rate if not all tanks), or maintain average 100 psi at ship’s rail provided shore facilities can permit same. Should Vessel fail to maintain the warranted rate of discharge throughout as aforesaid, Charterers shall deduct the excess of discharge time, plus excess bunkers consumed, from the hire.

Hoses between the Vessel and the shore flanges shall be furnished by Charterers, and shall be connected and disconnected by Charterers.

CLAUSE 75. Cast Iron Clause

Owners warrant that all riser valves and fitting, outboard of the last fixed rigid support to the ship’s deck that are used in the transfer of cargo or ballast, will be made of steel or nodular iron and that only steel reducer or spacer will be used between the ship’s valve and the loading arm. The fixed rigid support must be designed to prevent both lateral and vertical movement of the transfer manifold.

CLAUSE 76. Ship-to-Ship Transfer Clause

Charterers shall have the right to load or discharge the vessel via Ship-to-Ship lighterage. Lightering and Ship-to-Ship transfer operations shall be performed in accordance with, and meet or exceed, the standards in the latest OCIMF guidelines for Ship-to-Ship transfers. Charterers shall provide at their expense necessary equipment and facilities including fenders, hoses, mooring masters, etc. for safe operations to Owners/Masters satisfaction which shall not be unreasonably withheld. Charterers shall also provide representative (mooring master and/or cargo co-coordinator) to board the vessel to give technical assistance to perform Ship-to-Ship transfer for Charterers account. Ship-to-Ship transfer operations should be performed only in ports or areas where vessel can continuously be safely afloat and permitted by relevant port authorities, and if in the US Gulf approved by U.S. Coast Guard/Port authorities to perform Ship-to-Ship Transfer. Operations shall be made under control and supervision of the Master. Charterers shall notify Owners in advance when/where/how such operations will be conducted and other information for the prior approval of Vessels underwriters. Additional insurance premium in connection with such operations, if any, shall be for Charterers account.

16

 
MT SHINYO NAVIGATOR
TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
CLAUSE 77. In Transit Loss Clause

Subject to Clause 38, Owners to be responsible for any cargo in-transit loss exceeding 0.5% as determined by surveyor’s figures. In-transit loss is defined as the difference between vessel’s TCV (Total Calculated Volume) at 60 Deg. F after loading at the load port and before unloading at the discharge port based on surveyor’s figures. Calculation to be based at 60 Deg. F with API of load port. Such losses to be claimed the Owner separately (without interfering regular hire payment in full) deducted from hire at an amount equal to the FOB load port value of such cargo plus freight and insurance due with respect thereto

CLAUSE 78. House Flag/Charterers Markings/Name Clause

Charterers should be permitted to install their own equipment on the vessel, and to make the necessary electric, hydraulic, steam or water connections at their own time and expense, with liberty to remove it at their own time and expense during or at the expiry of the Charter, leaving the vessel in her original condition. 
 
Subject to Owner’s approval, which cannot be unreasonably withheld, Charterers have liberty of changing vessel's name at the Charterers' time and expenses. Charterers ought to be authorized, if they so choose, to fly their house flag and to paint the vessel's funnel with their own colors.  Upon Charterers’ request, Owners shall have their crew work best endeavor to perform painting/repainting work as far as concerning work by ship's hands if practically possible. Labour and any other reasonable cost for Charterers account. 

CLAUSE 79. BIMCO ISPS Clause for Time Charter Parties (amended)

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).

17

 
MT SHINYO NAVIGATOR
TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
(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. Except as otherwise provided in this Charter Party, loss, damage, expense or delay, excluding consequential loss, 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 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 shall indemnify the paying party.

CLAUSE 80. Purplefinder Clause

Charterers have the option to enroll the vessel with Purplefinder at their cost.

CLAUSE 81. Appendix Clause

(i) Questionnaire 88

18

 
MT SHINYO NAVIGATOR
TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
(ii) OCIMF VPQ

(iii) Owners LOI wordings

CLAUSE 82. Texaco Compatibility Clause

If more than three (3) grades loaded, at least three (3) grades must be compatible and owners shall not be held responsible for contamination occurring in lines or pumps between such compatible grades, nor for discolourization.

CLAUSE 83. ITOPF Clause

Owners warrant that the vessel is a member of the International Tanker Owners Pollution Federation (ITOPF) and Owners will remain such membership during the entire period of this charter party.

CLAUSE 84.Off-Hire Duration Clause

If any period of off-hire under clause 21 exceeds 45 days except for periodical dry-docking and / or repairs, then Charterers have the option to terminate this charter by giving notice in writing to Owners.

Termination shall take effect 15 days after such notice of termination is received by Owners or from any later date after 15 days stated in such notice. Upon termination in accordance with this clause, Owners shall forthwith remit to Charterers any hire paid but not earned as at the date of termination and any other monies owing, including but not limited to bunker quantities over and above those supplied by Owners on delivery.

This clause is without prejudice to any other rights of Charterers or obligations of Owners under this charter or otherwise.

CLAUSE 85. Vetting and Auditing Clause

Prior to delivery and immediately after delivery and then at any time during the period of this charter, Charterers shall have the right to inspect the vessel and audit the Owners safety management procedures to ensure that the vessel and safety management procedures comply with the provisions of this charter. Owners undertake to maintain such Oil Major Approvals referred to in Clause 44 above throughout the charter period.

19

 
MT SHINYO NAVIGATOR
TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
However notwithstanding the above, should the charter party period exceed 4 months, with prior notice to the Owner, then the Charterer shall re-inspect the vessel at their own cost and time at intervals not exceeding 6 months, to ensure that certification and operating standards are maintained at the levels identified at the initial inspection.

The Charterer shall notify the Owners in writing of any defect and/or non-compliance and the Owners shall rectify such defect and/or non-compliance as soon as is reasonably practical, but in any event no later than 30 days after receipt of Charterers' notice. All cost and time lost directly in rectifying such defects and/or non-compliances shall be for Owners' account.

If the Owners do not rectify defects and/or non-compliances within 30 days without reasonable cause after receipt of Charterers' notice, the Charterer shall have the right

 
(a)
to put the vessel off hire forthwith, until such time as the Oil Major approval has been reobtained; and/or

 
(a)
to cancel this charter.

Such option shall be declared within 10 working days of the expiry of this 30 day period, otherwise this CP remain in force.

Neither the exercise, the non-exercise, nor anything done or not done in the exercise or non-exercise of such right by the Charterer, shall reduce the responsibility of the Owner or the master to the Charterer or in respect of the vessel and her operation, nor increase the Charterers' responsibilities to the Owner or for the same.

CLAUSE 86. ISM Code Compliance Clause

Owners undertake that from the date of coming into force of the international management code for the safe operation of ships and for the pollution prevention (the international safety management (ISM) code) (the ‘ISM’ code) on the 1st July 1998, and for the duration of this charter, the vessel and "the company" (as defined in the ISM code) shall comply with the Requirements of the ISM code. The Charterers may at any time with advance notice request an inspection of the relevant document of compliance and/or Safety Management certificate, and upon receipt of such a request the Owners shall forthwith provide the same.
 
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MT SHINYO NAVIGATOR
TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
Without prejudice to any rights or remedies available to the Charterers under the terms of this charter or under English Law, in the event of a breach of the above undertaking, any loss, damage, expense or delay following therefrom shall be for the Owners' account.

CLAUSE 87. ITWF Clause

Owners undertake to ensure that the terms of employment of the vessel's staff and crew will always remain acceptable to the International Transport Worker's Federation.

CLAUSE 88. Unique Identifier Clause

If Charterers require the vessel to discharge at a port within the jurisdiction of the US customs service, the master shall insert Charterer’s unique identifier Code (SCAC Code) as referred to in Clause 60(iv) hereinabove, on each Bill of Lading accompanying a shipment of imported cargo in accordance with US customs regulations (19 cfr parts 4 and 178). Charterer shall provide Owner on request with details of their unique identifier in respect of any cargo carried.

CLAUSE 89. Oil Spill Response and Emergency Contacts Clause

Owners are to advise Charterers of names of qualified individuals for OPA response. And Owners personnel together with the relevant telephone/fax/telex numbers who may be contacted on a 24 hour basis in event of oil spill or emergency

CLAUSE 90. Casualty Reporting Clause

In the event that the vessel is involved in an accident the casualty emergency response should be applied. This instruction is to be followed in the case of an emergency such as a fatality or multiple serious injuries, collision, grounding, fire, pollution or other incident where immediate assistance is required or adverse reaction from authorities, media, non governmental organisations (ngo's), or the general public may be expected. The aim of the procedure is to speed up the response to an emergency, with benefit to all concerned

21

 
MT SHINYO NAVIGATOR
TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
Notification by either telephone or telex should contain the following information:

Name of ship
 
Nature of emergency (collision, grounding etc.)
 
Position of ship (lat. Long., port)
 
Nature and extent of damage
 
Fatalities and/or personal injuries - if any
 
State of sea or weather.
 
Name, nationality and type of other ship(s) involved
 
In the event of a cargo spill the message should include the local time, date and location of the spill.
 
Name of the Owner of the installation (if in port) and whether at a jetty, cbm, sbm etc
 
Type of oil e.g. crude, black, white, lubes etc.
 
Cause if known e.g. overflow, hose burst defective shore pipeline, hull defect, leaking ships valves etc
 
Estimated quantity spilled
 
Estimated rate of spill if continuing
 
Whether cleanup is being attempted
 
Whether towage is required
 
Any other relevant comments
 
Time of origin of each report

The foregoing casualty reporting obligations shall be in addition to any such obligations which Owners may require of the master in the event of a casualty.

CLAUSE 91. Cargo Retention Clause

If during a voyage under this charter any quantity of cargo remaining on board the Vessel (‘ROB) upon completion of discharge is judged by an independant surveyor appointed by Charterers to be liquid and pumpable, or if Charterers can show that the ROB would have been liquid and pumpable if Owners and/or Master, officers and crew had followed Charterers’ instructions for the management of the cargo, then Charterers shall be entitled to claim any directly related costs or damages relating to such quantity of cargo remaining on board provided that such ROB is brought to by fault or obmission on part of Owner, Master and/or Ship’s Crews.

22

 
MT SHINYO NAVIGATOR
TIME CHARTER PARTY DATEDSEPTEMBER 9TH, 2006
 
CLAUSE 92. Vessel Tracking System Clause

Charterers may from the time of fixing until completion of the charter period employ an Inmarsat C tracking system on the vessel. All registration and communication costs relating to this tracking system will be for Charterer’s account. Charterers will advise when the system is operative and confirm termination on completion of the charter. Owners to supply the following information, which will form part of this clause:
 
Inmarsat C number (9 digits beginning with 4):
 
Manufacturer, make, etc.:
 
Model Number:
 
Terminal S/W version if known:
 
CLAUSE 93. Commission Clause

1.25% address commission to Dosco and 1.25% brokerage commission to Seagos are payable by owners to Dosco and Seagos on the actual amount of monies earned and as paid.

CLAUSE 94. Private and Confidential Clause

Both parties shall keep this fixture and eventual charter private and confidential.
 
END
 
23

M/T SHINYO NAVIGATOR / DOSCO

TIMECHARTER PARTY DATED SEPTEMBER 9TH, 2006

ADDENDUM No. 1

It’s mutually understood and agreed between Shinyo Navigator Limited. (Suite 801, 8th Floor, Asian House,1, Hennessy Road, Wanchai, Hong Kong) as Owners of the above subject vessel and Dalian Ocean Shipping Company (29 Qiqi Street Zhongshan District ,Dalian, China) as Charterers under the above captioned Timecharter Party that:

The subject vessel is classed as LR ( Lloyds Register).

All other terms and conditions as per C/P.
 
Shinyo Navigator Limited       Dalian Ocean Shipping Company
       
/s/ Illegible     /s/ Meng Qing Lin

Authorized Signature 
   
Authorized Signature
       
April 13th, 2007     April 13th, 2007



M/T SHINYO NAVIGATOR / DOSCO

TIMECHARTER PARTY DATED SEPTEMBER 9TH, 2006

ADDENDUM No. 2

It’s mutually understood and agreed between Shinyo Navigator Limited. (Suite 801, 8th Floor, Asian House,1, Hennessy Road, Wanchai, Hong Kong) as Owners of the above subject vessel and Dalian Ocean Shipping Company (29 Qiqi Street Zhongshan District ,Dalian, China) as Charterers under the above captioned Timecharter Party that:
 
The speed and consumption of the vessel shall be revised as follows:

(Type of fuel oil - IFO 380CST , Type of diesel oil - MDO)

Speed
 
M/E Cons
 in Ballast
 
M/E Cons
in Loaded
 
Aux.Eng. Cons (HFO)
Aux Boiler / day
 
Aux.Eng. + Misc
Cons (MDO)
13.0
 
65
 
80
 
3.5
 
0.1
13.5
 
70
 
86
 
3.5
 
0.1
14.0
 
76
 
90
 
3.5
 
0.1
14.5
 
80
 
92
 
3.5
 
0.1
14.8
 
85
 
   
3.5
 
0.1
15.2
               
15.5
               
 
·
Bunker consumption in port or anchorage per day:

A.
IDLE in port or anchorage including drifting: F.O. 15 MT D.O. 0.1 MT
 
B.
LOADING OPERATION: 40 MT/DAY
 
C.
DISCHARGING OPERATION (INCLUDING INERTING TANKS):
 
FULL RATE: 170 MT/DAY
 
REQUIRED RATE: 150 MT/DAY
 
FULL TANKS CLEANING CONSUMPTION: 90 - 140 MT
 
Remarks: Full COW has to be carried out before tank cleaning.

All other terms and conditions as per C/P.
 

 
Shinyo Navigator Limited
 
Dalian Ocean Shipping Company
     
/s/ Fred Cheng   /s/ Meng Qing Lin

Authorized Signature
 

Authorized Signature
     
June 4th, 2007
 
June 4th, 2007