EX-99.9 124 v102626_ex99-9.htm Unassociated Document

Code Word for this Charter Party
    
“SHELLTIME 4”
    
     
Issued December 1984
    
     
Time Charter Party
    
     
13th June 2007
    
 
 
IT IS THIS DAY AGREED between Shinyo Dream Limited
  
1
 
of Hong Kong (hereinafter referred to as “Owners”) being Owners of the
 
2
 
good Hong Kong Flag Vessel called “ C. Dream (to be renamed) “
  
3
 
(hereafter referred to as “the vessel” ) described as per Clause 1 hereof and SK Shipping Company Limited or
  
4
 
its nominee of Seoul, Republic of Korea (hereinafter referred to as “Charterers”) :
 
5
       
Description and
1. At the date of delivery of the vessel under this Charter
  
6
Condition of
(a) she shall be classed : “ABS”
  
7
Vessel
(b) she shall be in every way fit to carry no heat crude petroleum and/or its products and/or crude
  
8
 
 condensate including orimulsion within vessel's natural segregation and in compliance with vessel's
   
 
 loading manual, IOPP certificate. (see rider clause 45)
    
 
(c ) she shall be tight, staunch, strong, in good order and condition, and in every way fit for the
 
9
 
service with her machinery, boilers, hull and other equipment (including but not limited to hull stress calculator
 
10
 
and radar) in a good and efficient state :
 
11
 
(d) her tanks, valves and pipelines shall be oil-tight :
 
12
 
(e) she shall be in every way fitted for burning
 
13
 
 at sea or in port - heavy fuel oil with a maximum viscosity of 380 Centistokes at 50 degrees
  
14
 
Centigrade/any
    
 
commercial grade of fuel oil (“ACGFO”) for main propulsion and marine diesel oil / ACGFO
  
15
 
for auxiliaries.
  
16
 
in port - marine diesel oil / ACGFO for auxiliaries :
  
17
 
(f) she shall comply with the regulations in force so as to enable her to pass through the Suez and 
  
18
 
Panama Canals canal by day and night without delay :
 
19
 
(g) she shall have on board all certificates, documents and equipment required from time to time by
 
20
 
any applicable law to enable her to perform the charter service without delay :
 
21
 
(h) she shall comply with the description in Form B appended hereto, provided however that if there
 
22
 
is any conflict between the provisions of Form B and any other provision, including this Clause 1 of this charter
  
23
 
such other provision shall govern.
 
24
       
Shipboard
2. (a) At the date of delivery of the vessel under this charter and throughout the charter period 
  
25
Personnel
( i ) she shall have a full and efficient complement of master, officers and crew for a vessel of her
  
26
And other 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
 
27
 
trained to operate the vessel and her equipment competently and safely :
 
28
 
( ii ) all shipboard personnel shall hold valid certificates of competence in accordance with the
 
29
 
requirements of the law of the flag state :
 
30
 
(iii) all shipboard personnel shall be trained in accordance with the relevant provisions of the
 
31
 
International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978 1995:
 
32
 
(iv) there shall be on board sufficient personnel with a good working knowledge of the English
  
33
 
language to enable cargo operations at loading and discharging places to be carried out efficiently and safely and
 
34
 
to enable communications between the vessel and those loading the vessel or accepting discharge therefrom to be
  
35
 
carried out quickly and efficiently.
  
36
 
(b) Owners guarantee that throughout the charter service the master shall with the vessel’s officers
  
37
 
and crew, unless otherwise ordered by Charterers,
 
38
 
( i ) prosecute all voyages with the utmost despatch :
 
39
 
(ii) render all customary assistance ; and
 
40
 
(iii) load and discharge cargo as rapidly as possible when required by Charterers or their agents
  
41
 
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.
  
43
       
Duty to
3. ( i ) Throughout the charter service Owners shall, whenever the passage of time, wear and tear or any
 
44
Maintain
event (whether or not coming within Clause 27 hereof) requires steps to be taken to maintain or restore the
 
45
 
Conditions stipulated in Clauses 1 and 2 (a) exercise due diligence so to maintain or restore the vessel.
  
46
 
(ii) If any time whilst the vessel is on hire under this charter the vessel fails to comply with the
 
47
 
requirements of Clauses 1, 2(a) or 10 then hire shall be reduced to the extent necessary to indemnify Charterers
 
48
 
for such failure. If and to the extent that such failure affects the time taken by the vessel to perform any services
  
49
 
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
  
53
 
from any calculation under Clause 24.
  
54
 
1
 
 
(iii) If Owners are in breach of their obligation under Clause 3( I) Charterers may so notify Owners in
 
  55
 
writing and if, after the expiry of 30 days following the receipt by Owners of any such notice, Owners have failed
  
  56
 
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. (see rider clause 72)
  
  59
       
 
Excluding periodical / emergency dry-docking and acts of God, in case of the vessel’s off-hire under this Clause 3
  
  60
 
exceeding consecutively 60 days, Furthermore, at any time  while the vessel is off-hire under this Clause 3
  
  61
 
Charterers have the option to terminate this charter by giving notice in writing with effect from the date on which
  
  62
 
such notice of termination is received by Owners or from any later date stated in such notice. This sub-Clause (iii)
  
  63
 
is without prejudice to any rights of Charterers or obligations of Owners under this charter or otherwise (including
  
  64
 
without limitation Charterers rights under Clause 21 hereof)
    
       
Period Trading
4. Owners agree to let and Charterers agree to hire the vessel for a period of 10 years +/- 30 days at
 
  65
Limits
Charterer’s option Limits commencing from the time and date of delivery of the vessel, for the purpose of carrying
 
  66
 
all lawful merchandise as mentioned in line 8 above (subject always to Clause 28) including in particular
 
  67
 
in any part of the world, as Charterers shall direct, subject to the limits of the current British Institute Warranties
  
  68
 
and any subsequent amendments thereof. Notwithstanding the foregoing, but subject to Clause 35, Charterers 
  
  69
 
may order the vessel to ice-bound water or to any part of the world outside such limits provided that Owners
  
  70
 
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.(see rider clause 44)
  
  72
 
Charterers shall use due diligence to ensure that the vessel is only employed between and at safe places
  
  73
 
(which expression when used in this charter shall include ports, berths, wharves, docks, anchorages, submarine
  
  74
 
lines, alongside vessels or lighters, and other locations including locations at sea) where she can safely lie always
  
  75
 
afloat. Notwithstanding anything contained in this or any other clause of this charter, Charterers do not warrant
  
  76
 
the safety of any place to which they order the vessel and shall be under no liability in respect thereof except for
 
  77
 
loss or damage caused by their failure to exercise due diligence as aforesaid. Subject as above, the vessel shall be
 
  78
 
loaded and discharged at any places as Charterers may direct , provided that Charterers shall exercise due
 
  79
 
diligence to ensure that any ship-to-ship transfer operations shall conform to standards not less than those set out
  
  80
 
in the latest published edition of the ICS/OCIMF Ship-to-Ship Transfer Guide. (see rider clause 53)
  
  81
 
The vessel shall be delivered by Owners at a port in upon DLOSP one safe port or anchorage AG-Far
 
  82
 
East range at Owners’ option any time day or night SHINC and redelivered to Owners at a port in a safe port or
 
  83
 
anchorage within the trading Area at Charterers’ option any time day or night SHINC
  
  84
       
Laydays/
5. The vessel will be back-to-back delivered to Charterers upon its redelivery from Sanko. The vessel shall
  
  85
Cancelling
not be delivered to Charterers before 12th February 2009 and Charterers shall have the option of cancelling 
  
  86
 
this charter if the vessel is not ready and at their disposal on or before 30th April 2009 (see rider clause 43)
    
       
Owners to
6. Owners undertake to provide and to pay for all provisions, wages, and shipping and discharging fees
  
  87
Provide
and all other expenses of the master, officers and crew; and also except as provided in Clauses 4 and 34 hereof for all
  
  88
 
insurance on the vessel, for all deck, cabin and engine-room stores, and for water; except that used for tank
  
  89
 
cleaning and any potential purchase of freshwater for this purpose shall be authorized by Charterers and
    
 
for their account for all drydocking, overhaul
    
 
maintenance and repairs to the vessel; and for all fumigation expenses and de-rat certificates Owners
  
  90
 
obligations under this Clause 6 extend to all liabilities for customs or import duties arising at any time during the
  
  91
 
performance of this charter in relation to the personal effects of the master, officers and crew, and in relation to
 
  92
 
the stores, provisions and other matters aforesaid which Owners are to provide and pay for and Owners shall
  
  93
 
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.
  
  96
       
Charterers to
7. Charterers shall provide and pay for all fuel (except fuel used for domestic services), towage and
 
  97
Provide
pilotage and shall pay agency fees, port charges, commissions, expenses of loading and unloading cargoes, canal
     98
 
Dues and all charges other than those payable by Owners in accordance with Clause 6 hereof, provided that all
 
  99
 
charges for the said terms 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.
  
103
       
Rate of
8. Subject as herein provided, Charterers shall pay for the use and hire of the vessel at the rate of
  
104
Hire
… per day and pro rata for any part of a day, from the time and date of her delivery (local
  
105
 
time) until the time and date of her re-delivery (local time) to Owners. (see rider clause 83, 87)
  
106
       
Payment of
9. Subject to Clause 3 (iii), payment of hire shall be made in immediately available funds to :
 
107
Hire
DVB Group Merchant Bank (Asia) Ltd. Singapore in favour of “ Shinyo Dream Limited “
    
 
USD A/C Number of ‘ 190.001.5935’ (Earning A/C)
    
 
via HSBC Bank USA, New York, SWIFT Code of MRMDUS33
    
 
in favor of DVB Group Merchant Bank (Asia) Ltd.
    
 
A/C No. 000.305.189 (SWIFT Code: DVKBSGSG)
    
 
For credit to Shinyo Dream Limited A/C No. of ‘ 190.001.5935’ with hire of C. Dream
    
       
 
 Account
  
108
 
In “US Dollars ($)” per calendar month in advance, less:
  
109
 
( i ) any hire paid which Charterers reasonably estimate to relate to off-hire periods, and
  
110
 
(ii ) any properly documented 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
 
2
 
 
(iii) any amounts due or reasonably estimated to become due to Charterers under Clause 3 (iii) 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 crediting Owners’
 
116
 
account provided that Charterers have made proper and timely payment.
  
117
 
In default of such proper and timely payment,
 
118
 
(a) Owners shall notify Charterers of such default and Charterers shall within seven days of receipt of
  
119
 
such notice pay to Owners the amount due including interest, failing which Owners may withdraw the vessel from
 
120
 
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 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.
  
128
       
Space
10. The whole reach, burthen and decks of the vessel and any passenger accommodation (including
 
129
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 800 metric tones excluding fresh water 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
 
136
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 required 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
  
140
 
Which are not provided by the master.
  
141
       
Bills of
13. ( a ) The master (although appointed by Owners) shall be under the orders and direction of
 
142
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 in accordance with
 
145
 
Owner’s P&I Club wording.
    
 
( i ) from signing bills of lading in accordance with the directions of Charterers 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. (see rider clause 60)
  
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 bunker remaining on board at actual price with supporting documents. at the then-current market prices 
  
162
 
at the port of delivery or redelivery as the case may be, or if such prices are not available payment shall be at the then
   
 
Current market prices at the nearest port at which such prices are available; provided that if delivery or redelivery
 
163
 
does not take place in a port payment shall be at the price paid at the vessel’s last port of bunkering before delivery
  
164
 
or redelivery, as the case may be Owners shall give Charterers the use and benefit of any fuel contracts they may
 
165
 
have in force from time to
  
166
 
tine, if so required by Charterers, provided suppliers agree. Charterer’s option to supply bunkers on Charterers 
  
167
 
account prior to delivery without interference to the vessel’s operations. Supply quantity shall be subject to
   
 
Owners’ consent, in light of Owners’ voyage-economics. Owners option to supply bunkers on Owners account prior to redelivery without interference to vessel’s operations. Supply quantity shall be subject to Owners’ consent, in light of Charterer’s voyage-economics.
    
 
3
 
Stevedores,
16. Stevedores when required shall be employed and paid by Charterers, but this shall not relieve Owners
  
168
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 loses, claims, responsibilities and liabilities arising in any way whatsoever from the employment of
 
171
 
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 Owners are unable by the exercise of due diligence to
  
178
 
obtain redress therefore from stevedores.
  
179
       
Supernumeraries
17. Charterers may send max three representatives with due pre-notice to Owners and Master in the vessel’s
 
180
 
available accommodation upon any voyage made under this charter, Owners finding provisions and all requisites
  
181
 
as supplied to officers, except liquors and any bonded store Charterers paying at the rate of US$20 per day
  
182
 
for each representative while on board the vessel.
   
       
Sub-letting
18. Charterers may sublet the vessel with Owners consent, which shall not be unreasonably withheld, but shall
 
183
 
always remain responsible to Owners for due fulfillment of 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) 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 and overpayment shall be refunded by Owners or any underpayment made
  
192
 
good by Charterers.
  
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 or redelivery or is upon a laden voyage. Charterer shall continure 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
should 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; repair; 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
 
stranding, 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 industrial on board action, refusal to sail, breach of orders or neglect of duty on the part
  
213
 
of the master, officer or crew; or
  
214
 
(iii) for the purpose of obtaining medical advice 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 instructions 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 Clause21 (a) above, then the period for which the vessel
  
232
 
shall be off-hire 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
 
4
 
 
  (c ) Further and without prejudice to the forgoing, in the event 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 whilst so off-hire
  
245
 
shall be taken into account in assessing the amount to be deducted from hire. 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 not be off-hire unless 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. Any period of off-hire under clause 21 and 22 shall be added to charter period in Charterers’ option
  
256
 
which shall be declared at least 2 months before the end of this Charter.
    
       
Periodical
22. (a) Owners have the right and obligation to drydock the vessel at regular intervals of as recommended
  
257
Drydocking
by the Classification Rules & Regulations. 
    
 
On each occasion Owners shall propose to Charterers a date on which they wish to
 
258
 
drydock the vessel not less than about 90 days before such date and Charterers shall offer a port for
 
259
 
such periodical drydocking and shall 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 an 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 is 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 Clause 24.
  
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
 
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 Charterers 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 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 with due pre-notice to Owners
 
292
 
and Master to make such inspection of the
   
 
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
 
servants 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
     
and Performance
Average speed
Maximum average bunker consumption
  
303
 
in knots
 main propulsion - auxiliaries  
304
   
fuel oil/diesel oil 
fuel oil/diesel oil 
  
305
 
Laden
tonnes per 24 hours
tonnes per 24 hours
  
306
 
15 knots
about 96 m/t
about 3 m/t
    
 
14 knots
about 83 m/t
about 3 m/t
    
           
 
Ballast
 
 
  
307
 
17 knots
about 94 m/t
about 3 m/t
    
 
16 knots
about 82 m/t
about 3 m/t
    
 
15 knots
about 75 m/t
about 3 m/t
    
 
5
 
   
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 15 knots laden and about 16 knots in ballast 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 above table Charterers 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”).
313
   
If the vessel 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 recognised speed”), then for the purpose of calculating any increase or
316
   
decrease of hire under this Clause 24 the maximum recognised 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
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 and/or restricted water or in poor visibility or current (ii) any period
325
   
when winds exceeds force 8 upto and including 5  on the Beaufort Scale for more than 12 hours. (iii) and short
326
   
voyage of less than 12 hours.
  
   
(b) 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 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 bunkers 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 yearly 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 lost 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 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 freights, sub-freights 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
       
Exception
  
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 Clauses 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
 
6
 
   
(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
  
forgoing 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 rulers or governments. (see rider clause 45)
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/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 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 of 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
403
   
times during the charter period. (see rider clause 68)
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 break out between any two or more of the following countries: U.S.A, U.S.S.R, Russia
409
   
Japan, Korea, P.R.C, U.K, Netherlands-both Owners and Charterers shall have the right to cancel this charter
410
   
provided that such war or hostility substantially affects the commercial trading of the vessel.
  
       
Additional War
  
34. If the vessel is ordered to trade in areas where there is war provided owners can obtain acceptable
411
Expenses
  
insurance cover (de facto or de jure) or threat of war Charterers shall reimburse Owners for any additional insurance
412
   
premia, on vessel's hull and machinery, loss of earnings, crew bonuses and other expenses which
  
   
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 in any event before such expenses are incurred 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, war like 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
   
fulfillment of Owners’ obligations under this charter so far as cargo so discharged is concerned.
430
 
7
 
   
(c) The vessel shall have liberty to comply with any directions 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 directions or recommendations. If any
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 any 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 fulfillment of Owners’ obligations under this
443
   
charter so far as cargo so discharged is concerned.
444
   
Charterers shall procure that all bills of lading issued under this charter shall contain the Chamber of
445
   
Shipping War Risks Clause 1952
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 carried 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 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,
462
Clause
  
as amended 1994 and shall
  
   
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 continue 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 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 bills of lading is repugnant to the Hague-Visby Rules or Hague Rules if
490
   
applicable such terms 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
   
(see rider clause 76)
  
       
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 causes 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
 
8
 
   
(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 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), which ever 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 an 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.
527
   
(see rider clause 78)
  
       
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 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 bills 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 forgoing 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 1996, or any statutory modification or re-enactment thereof
554
   
for the time being 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 nature of the dispute; and
559
   
(3) refers expressly to this clause 4 (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 hereby 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 a condition precedent to the right of any party to 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.
573
 
9
 
Construction
42. The side headings have been included in this charter for convenience of reference and shall in no way
574
 
affect the construction hereof.
575
     
Rider Clauses (43-89) as attached are deemed to be incorporated in to this Time Charter Party
 

FOR OWNERS
  
FOR CHARTERERS
     
     
/s/ C.A.J. Vanderperre
   /s/ Illegible
Shinyo Dream Limited
  
SK Shipping Company Limited
Name : Capt. C.A.J. Vanderperre
  
Name : Illegible
Rank : Director
  
Rank : Illegible
 
10
 
RIDER CLAUSES (43~89) TO VANSHIP/SK SHIPPING SHELLTIME4 CHARTER PARTY
DATED 13TH JUNE 2007
M.T. “C. DREAM”(to be renamed)
 
43.
NOTICE OF DELIVERY / REDELIVERY:
Owners to give Charterers the following notices:
30/20/15/10/7/5 days approximate notice of delivery date and port.
3/2/1 day(s) definite notice of delivery date and port.

Charterers to give Owners the following notices:
30/20/15/10/7/5 days approximate notice of redelivery date and port.
3/2/1 day(s) definite notice of redelivery date and port.

44.
TRADING AREA:
Charterers warrant that the vessel will not be employed in any trade outside Institute of Warranties Limits (‘IWL’), nor in any trade with U.S.A. (Except LOOP, STS & Lightering Areas designated by U.S.C.G. in U.S. Gulf and U.S.W.C.), Cuba, Israel, Ethiopia, Orinoco, Syria, Lebanon, Liberia, Libya, Albania, North Korea and any country which may time to time be prohibited by the vessel’s flag or the United Nations. In any event vessel not to force ice nor follow ice breaker. Should any country(ies) or area(s) be subject to the United Nations sanction and subsequently that sanction be removed in the future, such country(ies) or area(s) should be reinstated to the trading limits provided that similar size of vessels operated by other reputable Owners also willing to trade those country(ies) and/or area(s).

Charterers have option to break Institute Warranty Limits in Alaska paying all additional Premiums incurred as per invoices/vouchers from Owners Underwriters/Insurance Brokers.

If any country adopt similar law like OPA90 or in other way and increase Owners financial liability during the Charter Party period, and/or in case new legislation enforced on the carriage of cargo defined on this Charter Party to/from U.S. ports incur substantial risk or expenses for Owners, Owners have the right to delete such country, area, region etc from the trading area, unless Charterers elect to pay for all of such additional liabilities.

Vessel not to force ice nor follow ice breakers. Should the vessel be frozen in, hire shall continue to be due and payable during any time lost thereby. In addition, any damage to the vessel and/or property onboard caused by reason of the vessel being frozen in, will be for Charterers’ account.

45.
CARGOES:
The vessel shall be in every way fit to carry No Heat and heated Crude Oil and/or crude condensate and/or no heat Dirty Petroleum Products including Orimulsion, maximum three (3) grades within the vessel’s natural segregation. If more than three (3) grades loaded, then Texaco Compatibility Clause to be applied. Charterers are aware that the vessel does not have heating coils in the tanks except slop port tank.

Charterers have option to carry Orimulsion cargo up to three (3) liftings per year, thereafter subject to Owners’ prior approval which shall not be unreasonably withheld. Charterers will issue a Letter of Indemnity (‘L.O.I.’) to Owners to cover Owners’ concern for carriage of Orimulsion with following wordings. Also Charterers may have their option to carry a small quantity of Crude Condensate, provided such cargo will not be allocated in the same tank(s) in two consecutive in a row, subject to Master’s consent.
 
<Wordings of L.O.I to be issued by Charterers on carriage of Orimulsion>
“ Charterers hereby indemnify Owners against any damages to the Vessel’s hull/equipments and Charterers shall be fully responsible for all consequences, losses, cost and time of any necessary repair as a result of loading Orimulsion cargo. “

11
 
46.    FINANCIAL RESPONSIBILITY IN RESPECT OF POLLUTION:
Owners warrant that throughout the currency of this Charter they will provide the Vessel with following certificates:

(A) Certificates issued pursuant to the Civil Liability Convention 1992 (“C.L.C.”)
(B) Certificate of Financial Responsibility issued under the U.S. Oil Pollution Act 1990
(C) In addition to the above, Owners further represent and warrant that they and the vessel are and shall continue to be during the currency of the Charter in full compliance with applicable Laws and Regulations, including applicable International, National, State and Local Laws, related to Certificates of Financial Responsibility and Spill Response Plans with respect to any oil discharges and/or other pollution from the vessel, and shall have on board all required Certificates, Documents and Response Plans, if those are feasibly available.

47.    P AND I INSURANCE COST LIABILITY:
Owners warrant that the vessel shall be properly entered in any P & I Club which is a member of the International Group of P & I Clubs and to maintain the entry during the Charter period and covered by full protection and indemnity insurance against cargo loss or damage. Owners shall promptly furnish to Charterers proper evidence of such insurance immediately upon Delivery of the vessel if required by Charterers.

Owners warrant that they will have in place, on Delivery to Time-Charterers, Cover for oil pollution for the maximum on offer through the International Group of P & I Clubs (currently US$1,000,000,000 (One Billion U.S. Dollars) covered by P & I Clubs arranged by London Market through P & I Club).

This P & I Insurance and Additional Oil Pollution Cover shall be at no cost to Charterers (except as otherwise provided in this Clause).

48.    COFR/OPA:
The basic COFR and other OPA costs shall be for Owner’ account and additional premiums related to trading U.S.A. on voyage by voyage basis shall be for Charterers’ account. Charterers shall reimburse Owners for net surcharge of additional premiums payable to P & I Club (i.e., cost of surcharges properly due and paid by Owners under P & I insurance and additional oil pollution cover) for U.S.A. voyages, and COFR cost payable basis by voyage by voyage related voyages involving U.S.A. voyages. All other expenses in relation to oil pollution cover for trading U.S.A. ports to be for Owners’ account.

49.    SPILL RESPONSE CONTINGENCY PLAN:
Owners warrant that they have an “Oil Spill Response Contingency Plan” (hereinafter called “Contingency Plan”) and that they will provide Charterers a copy of the Contingency Plan prior to commencement of this Charter including phone numbers of Key Owners’ contacts. Owners further warrant that, during this Charter Party, the Contingency Plan will comply with all U.S. Federal and U.S. Coast Guard Requirements.

50.    IGS-COW PUMPING:
Charterers shall have the option to Crude Oil Washing (‘C.O.W.’) all parts of the vessel’s cargo tanks. Owners warrant that the vessel is equipped with an Inert Gas System (‘IGS’) and Crude Oil Washing System in good working order and the master, officers and crew are competent to operate said systems. If requested by Charterers or as required by International or Local Regulations, Owners agree to conduct Crude Oil Washing of all cargo tanks at discharge port(s) simultaneously with cargo discharge operations upto Charterers’ reasonable satisfaction. International or Local Regulations shall prevail over Charterers’ order if conflict exists.

Owners warrant that the vessel can discharge her entire cargo in maximum 24 hours without Crude Oil Washing (or in maximum 34 hours with all tanks C.O.W. if ordered by Charterers, or pro rata if fewer than all tanks C.O.W.), provided shore facilities permit, or if the vessel is prevented or unable so to discharge, then at least will be capable of maintaining an average pressure of 100 P.S.I. at the vessel’s rail during the entire period of pumping (except COW and Stripping), provided shore facilities permit. If cargo discharging rate is below the above warranted rate due to back pressure or if cargo pumping is delayed due to the characteristics of the cargo being pumped or the conditions at the receiving terminal, or otherwise if the pumping is interrupted for reasons beyond the vessel’s control, then the guarantee shall be suspended for particular discharge operation. Excess time for pumping caused by any vessel-systems not being in good working order shall be treated as off-hire.

12

The vessel shall be equipped with Pressure Gauges at each discharge manifold which will be maintained in a proper working condition.

51.    DEBALLAST:
Owners warrant the vessel able to discharge ballast and load back cargo simultaneously with two valves segregation while maintaining minimum thirty percent(30%) deadweight. Any delay due to non-compliance with this clause to be for Owners’ account.

52.    OIL MAJOR APPROVALS:
To the best of Owners’ knowledge, the vessel is acceptable to major oil companies, XXX, XXX, XXX, XXX, XXX at the time of March 2009.

Owners shall exercise their best endeavors so that the vessel shall maintain acceptable to seven (7) Major Oil Companies such as ExxonMobil, Shell, ChevronTexaco, BPAmoco, TotalFinaElf, Navion and BHP throughout the Charter Period, provided the Vessel will be employed in such area where Owners can physically get inspections arranged and the major oil companies invited to attend will come on board. The cost of seven inspections shall be for Owners’ account and the cost of inspections for additional Major Oil Companies (if requested by Charterers) shall be for Charterers’ account. Owners shall exercise their best endeavors to maintain such approvals until the end of this Charter, provided always that Oil Companies named above in principle are able to provide such approvals for vessels of this type, age and flag. If the vessel is found by any of the Major Oil Companies to be unacceptable (otherwise than by reason of a change of Major Oil Companies’ requirements or international regulations), Owner will immediately, upon receipt of notice of such deficiency use their best endeavors to rectify any outstanding deficiency and request the Major Oil Companies concerned for a re-inspection.

In case the vessel failed to maintain four (4) approvals of Exxon/Mobil, Shell, Chevtexaco and BP/Amoco within 60 days from the failure of any one of them, the vessel shall be off-hire from the expiry of such 60 days until the vessel restore all of four (4) approvals again, only if Charterers’ ability to trade the vessel is prevented as a direct consequence of the vessel not obtaining oil company approvals and only if Owners have not exercised their best endeavors to get the vessel inspected and approved subject of course to the vessels trading pattern. Owners are obliged to present Charterers written proof which demonstrates Owner’s best endeavors to secure oil companies vetting inspections.

53.    BERTHING AND LIGHTERING:
The vessel shall be loaded, discharged, or lightened at any suitable port, place, berth, dock, anchorage, submarine pipeline, or alongside vessels or lighters, while at anchorage or underway, as Charterers may direct.

When the vessel is employed as a lightering vessel, in order to assist the vessel, Master and Owners in the lightering operation, whether at anchorage or underway, Charterers may, at its option, provide and pay for lightering Master(s) and lightering gang to be employed under the exclusive direction, supervision and control of the vessel’s Master, who shall continue to be fully responsible for the operation, management and navigation during the lightering operation.

Lightering and ship-to-ship transfer operations shall be performed in accordance with, and meet or exceed, the standards in the Oil Companies International Marine Forum (‘OCIMF’) guidelines. Charterers to provide and pay for all fenders and any other equipment required for safe lightering operations in accordance with OCIMF guidelines. For lightering, Owners warrant the vessel and crew will meet all requirements of Chapter 14 of Minimum Safety Criteria for Industry vessel’s in Exxon Service, 1997 edition, except cargo handling port captain who is to be arranged by Charterers and for Charterers’ account.
 
54.    REMEASUREMENT OF DEADWEIGHT:
At the time of Delivery under this Charter, the vessel has following three (3) load-lines:

13

21.130 Meters Summer S.W. draft corresponding to 298,570 MTDW
20.100 Meters S.W. draft corresponding to 279,987 MTDW
18.983 Meters S.W. draft corresponding to 259,998 MTDW
 
Charterers have the option of re-measuring the vessel for the purpose of satisfying certain port/terminal regulations. All cost for certification and time to be for Charterers’ account. Re-measuring is subject to Owners’ prior consent, Charterers to advise such requirement sufficiently in advance. Time/cost for re-measurement to be for Charterers’ account. The vessel shall be re-measured back to the original deadweight at Charterers’ time and expense for certification only before redelivery.

55.    U.S. COAST GUARD REGULATION:
The vessel shall fully comply with Oil Pollution Act 1990 and the USCG Regulations currently in force.
 
The vessel shall have a valid certificate complying with the Regulations at all times during the currency of this Charter Party. In this regard, whereas it is Owners’ sole responsibility to secure the inspection and obtain U.S.C.G. TVEL/COC certificate or any similar certificate at non-U.S. ports at Owners’ time and expenses in quickest possible way upon the vessel’s arrival, any time for obtaining such certificate up to 9 (nine) hours shall be considered as off-hire. However, for any further time taking more than 9 (nine) hours, only 50% of such period shall be considered as off-hire (See below example of time-sharing). Also any time consumed after the inspection for rectification of any deficiencies noted during the inspection before the cargo operation begins shall be considered as off-hire period unless such rectification time being incurred concurrently with part of cargo operation and/or part of shifting to the berth.

<Example of time-sharing based on the 2nd paragraph as above>
- Vessel arrives: 0300hrs on 4th/Dec/2009
- U.S.C.G. inspector gets onboard: 0800hrs on 4th/Dec/2009
- U.S.C.G. inspection completes and Vessel obtains TVEL/COC cert.: 1500hrs on 4th/Dec/2009
By the above, total 12hrs spends after Vessel’s arrival till completion inspection and obtaining the certificate.
Accordingly, out of the total 12hrs time, the first 9hrs is for fully Owners’ time and also Owners bear 50% of the remaining 3hrs (= 1.5hrs), whereas Charterers bear 1.5hrs (= 50% of the remaining 3hrs).
 
Should new laws and/or regulations be introduced to the trade which incur significant risk and/or expenses to Owners, then Charterers shall agree to discuss with Owners in the spirit of this Charter in a bona fide to agree terms in order to comply with new requirement.

56.    U.S. CUSTOMS ADVANCE NOTIFICATION/AMS
(a) If the Vessel loads or carries cargo destined for the US or passing through US ports in transit, the Charterers shall comply with the current US Customs regulations (19 CFR 4.7) or any subsequent amendments thereto and shall undertake the role of carrier for the purposes of such regulations and shall, in their own name, time and expense:

i) Have in place a SCAC (Standard Carrier Alpha Code);
ii) Have in place an ICB (International Carrier Bond);
iii) Provide the Owners with a timely confirmation of i) and ii) above; and
iv) Submit a cargo declaration by AMS (Automated Manifest System) to the US Customs and provide the Owners at the same time with a copy thereof.

(b)The Charterers assume liability for and shall indemnify, defend and hold harmless the Owners against any loss and/or damage whatsoever (including consequential loss and/or damage) and/or any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Charterers’ failure to comply with any of the provisions of sub-clause (a). Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, the Vessel shall remain on hire.
 
(c) If the Charterers' ICB is used to meet any penalties, duties, taxes or other charges which are solely the responsibility of the Owners, the Owners shall promptly reimburse the Charterers for those amounts.

14

(d) The assumption of the role of carrier by the Charterers pursuant to this Clause and for the purpose of the US Customs Regulations (19 CFR 4.7) shall be without prejudice to the identity of carrier under any bill of lading, other contract, law or regulation

57.    CARGO RETENTION:
In the event that any liquid, pumpable, reachable cargo remains on board upon completion of discharge, Charterers shall have the right to deduct from hire an amount equal to the FOB port of loading value of such cargo plus freight and insurance due with respect thereto, provided that the volume of cargo remaining on board is liquid and pumpable and reachable by vessel’s normal discharge equipments as determined by an independent cargo surveyor. Any action or lack of action in accordance with this clause shall be without prejudice to any rights or obligations of the parties non-liquid and/or un-pumpable remains shall not be considered as reachable cargo.

58.    COMPLIANCE:
Owners warrant that the vessel shall, during the period of this Charter, be subject to and comply with all applicable International Conventions, all applicable Laws, Regulations and/or other requirements of the country of the Vessel’s registry and of the port(s) and/or place(s) to where the vessel may be ordered hereunder, and of terminals and/or facilities in such port(s) or place(s) where the vessel shall load or discharge. If any amendments, changes and modifications etc. to the vessel’s hull, machinery and appurtenance etc. are required under the all applicable International Conventions, all applicable Laws, Regulations and/or other requirements of the country of the Vessel’s registry and of the port(s) and/or place(s) to where the vessel may be ordered hereunder, and of terminals and/or facilities in such port(s) or place(s) where the vessel shall load or discharge and/or Major Oil Companies, then the Charterers are entitled to require the Owners to carry out such amendments, changes and modifications etc. Any expenses, costs to be incurred by such amendments, changes and modifications etc. shall be for the Owners’ account other than local regulation of any specific port. . Any time lost due to such amendments, changes and modifications etc. other than to the local regulation of any specific port shall be off-hire.

59.    SPILLAGE:
Prior to commencement of loading or discharging operations, all overboard lines to be checked by the vessel to ensure that they are securely closed. The vessel to take every precaution to avoid any spillage and/or leakage. If during loading or discharging operations there is any indication of spillage or leakage of oil, the vessel shall immediately cease all pumping operations and notify the terminal representative(s) and/or Charterers’ supervisor(s) to that effect. The vessel shall not resume loading or discharging operations until a thorough investigation is conducted and appropriate remedies are taken. All time used therefore shall be for Owners’ account, provided such spillage or leakage of oil is contributed to the Vessel’s fault.

60.    LETTER OF INDEMNITY FOR CARGO DELIVERY:
Pursuant to Clause 13(b), subject to Owners receipt from Charterers a written invocation of the Letter of Indemnity in the format as set forth hereunder in this Clause prior to each discharge, Charterers shall have the right to demand that Owners to discharge the cargo without Charterers/receivers presenting the original Bill(s) of Lading or at port other than stated in the original Bill(s) of Lading with or without original Bill(s) of Lading.

        <Invokation format by Charterers’ Telex, E-Mail or Fax to be addressed/sent to Owners as follow>

   (pls inform)

Charterers shall indemnify and hold Owners harmless against any liability which Owners might incur or suffer by reason of delivery of the cargo as provided under Clause 13(b) which Owners would have been able to avoid if the original Bill(s) of Lading had been surrendered to Owners on delivery of cargo at port(s) as stated in the original Bill(s) of Lading.

Standard Forms ‘Letter of Indemnity’ as per Attachment “A” is incorporated as part of this Charter Party for:
A) Discharge cargo without the original Bill(s) of Lading.
B) The cargo to be discharged at port other than that stated in the original Bill(s) of Lading.

15

C) The cargo to be discharged at port other than that stated in the original Bill(s) of Lading without original Bill(s) of Lading.

61.    EXXON DRUG AND ALCOHOL POLICY CLAUSE:
Owners warrant that they have 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 Guidelines for the Control of Drugs and Alcohol Onboard Ships. Under the policy, alcohol impairment shall be defined as a blood alcohol content of 40mg/100ml or greater. The appropriate seafarers to be tested shall be all vessel’s Officers and the drug/alcohol testing and screening shall include random unannounced testing in addition to routine medical examinations. An object of the Policy should be that the frequency of the random/unannounced testing to 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 random/unannounced testing and routine medical examinations.

Owners further warrant that the Policy will remain in effect during the term of this Charter and that Owners shall exercise due diligence to ensure that the Policy is complied with. It is understood that an actual impairment or any test finding of impairment shall not in and of itself mean the Owners have failed to exercise diligence.

62.    VESSEL INSPECTION:
Owners agree, subject to actual Owners’/Master’s prior consent which shall not be unreasonably withheld, to allow Charterers or its designated representative access to the vessel on demand at any time during the term of this Charter Party, for the purpose of carrying out a full and detailed inspection, without interrupting the Vessel’s normal operation and the Master’s proper conducting in duty, into every aspect of the vessel’s operation and maintenance. If as a result of such inspection the vessel is determined to be operating or maintained to a lesser standard than that existing at the time of delivery of the vessel to Charterers at the commencement of this Charter, necessary recommendation to rectify any such deficiencies will be given in writing to Owners for their consideration, and Owners shall rectify in spirit of this Charter to conform to such standard provided always such necessary rectification as required are practically and reasonably feasible by Owners/Master in time or at a place.

Should Owners fail to rectify such deficiencies, which are deemed to affect the condition as set forth in Clause 3 of the printed form, to a reasonable condition meeting the delivery standard, then Charterers may place the vessel off-hire until the Vessel shall be returned to the said standard, in same manner as set forth in the printed Clause 3 hereof.

63.    VESSEL’S CASUALITIES:
Master shall inform Charterers immediately by telefax or telex (or e-mail) if any situation occurs which results, or is likely to result in either delays or damages to the vessel or machine systems, including but not limited to, failure of inert gas system, cargo systems, or delays from proceeding to assistance of other vessels, or in damages to cargo, or in pollution, oil spill and/or oil discharge.

64.    CARGO MANIFOLDS:
Owners warrant that the vessel is equipped with pressure gauges fitted outboard of the valve at each discharge manifold connection. Such gauges shall be maintained in good working condition and each gauge shall have a valid test certificate. The vessel shall be equipped with sufficient number of cargo manifold reducing pieces of steel or comparable material (but excluding aluminum and grey cast iron) and which meet the most recent Oil Companies International Marine forum (‘OCIMF’) standards, and shall have available appropriate flanges for cargo hoses or arms at all manifold connections on each side of the vessel.

65.    DETENTION:
Should the vessel be seized or detained by any authority or arrested at the suit of any party having or purporting to have a claim against any interest in the vessel incurred by the actual Owners, hire shall not be payable in respect of any period during which the Vessel is not at Charterers’ use and all extra expenses shall be for Owners’ account.

16

66.    MOORNING AND HOSE:
Owners shall, unless otherwise notified by Charterers or their agents and unless such requests are unreasonable, supply at Owners’ expense all necessary hands, equipment and facilities as fitted and stored on board required for mooring and unmooring and connecting and disconnecting hoses for loading and discharging.

67.    STORAGE OPTION:
Charterers’ option to employ the vessel up to a maximum 90 days during the currency of this Charter as a storage vessel, and Owners/Master to cooperate to keep the vessel’s bunker consumption to a minimum always subject to the vessel’s safety. However, if the vessel is employed on storage or is idle for a period of 30 days or more, Owners to have the right to conduct underwater hull cleaning at Charterers’ expenses.

68.    LAY UP:
Charterers shall have the option after consultation with Owners of laying-up the vessel for all or any portion of the term of this Charter in which case hire hereunder shall continue to be paid, but there shall be credited against such hire the whole amount of which Owners shall save (or reasonably should save) during such period of lay-up through reduction in expenses, less any extra expenses to which Owners incur as a result of such lay-up. The place of such lay-up shall be subject to Owners’ approval of which approval not to be unreasonably withheld. If the lay-up time exceeds a period of 60 days, the speed and consumption warranty shall become suspended until such time when the cleaning of the vessel has taken place. Cost and time of such cleaning shall be for Charterers’ account.
 
69.    VESSEL MANAGEMENT:
The vessel shall not change the name, the Management Company and Classification Society without Charterers’ prior agreement during the Charter period.

70.    SOLAS/MARPOL:
Owners guarantee that throughout the charter period 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 any future amendments or successors to these Protocols. Owners further guarantee that with particular reference to these Protocols the vessel shall have on board necessary certification of compliance to enable the vessel to trade without restriction.

The vessel shall have on board valid certificates of compliance of aforesaid conventions at all times during the currency of this charter period. In no case shall Charterers be liable for loss of time and/or other expenses as a result of Owners’ failure to obtain or maintain the aforementioned certificates.

71.    BIMCO ISPS
a) (i) From the date of coming into force of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) in relation to the Vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the Vessel and 'the Company' (as defined by the ISPS Code) shall comply with the requirements of the ISPS Code relating to the Vessel and “the Company”. Upon request the Owners shall provide a copy of the relevant International Ship Security Certificate (or the Interim International Ship Security Certificate) to the Charterers. The Owners shall provide the Charterers with the full style contact details of the Company Security Officer (CSO).

(ii)Except as otherwise provided in this Charter Party, loss, damage, expense or delay, excluding consequential loss, caused by failure on the part of the Owners or “the Company” to comply with the requirements of the ISPS Code or this Clause shall be for the Owners’ account.

(b)(i) The Charterers shall provide the CSO and the Ship Security Officer (SSO)/Master with their full style contact details and, where sub-letting is permitted under the terms of this Charter Party, shall ensure that the contact details of all sub-charterers are likewise provided to the CSO and the SSO/Master. Furthermore, the Charterers shall ensure that all sub-charter parties they enter into during the period of this Charter Party contain the following provision:

17

“The Charterers shall provide the Owners with their full style contact details and, where sub-letting is permitted under the terms of the charter party, shall ensure that the contact details of all sub-charterers are likewise provided to the Owners”.

(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 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.

72.    ADDITION TO CLAUSE 3 – In end of Line 59, to add and read as follows:
Owners shall, if known by them, advise Charterers immediately in writing, should the vessel fail an inspection by, but not limited to, a governmental and/or port state authority, and/or terminal. Owners shall simultaneously advise Charterers of their proposed course of action to remedy the defects, which have caused the failure of such inspection, and it will be Owners’ responsibility to get the vessel re-inspected subject to the Vessel’s trading pattern.

73.    ELIGIBILITY:
Owners warrant that neither the vessel or her Owners or Managers are on any black or boycott list that may hinder or prevent the Vessel from freely trading throughout the duration of this Charter. Any delays incurred or time lost resulting from any failure to comply with this clause shall be deemed to be off-hire period.

74.    BOYCOTT:
In the event of the vessel being subject to boycott, being delayed, or rendered inoperative by strikes, labor stoppages, or any other difficulties whatsoever and howsoever arising from vessel’s flag, ownership, management, crew, or terms of employment of crew, or chartered vessel or any other vessel under the same ownership, operation, or control, such time lost is to be considered as off hire and any proven direct expenses incurred on the vessel to be for Owner’s account.

75.    ON-HIRE / OFF-HIRE BUNKERS R.O.B. SURVEY:
Joint survey to be carried out on delivery/redelivery to ascertain the bunker quantity remained on board on delivery/redelivery by an independent surveyor who is acceptable to both parties. Time/cost for delivery survey to be for Owner’s account and time/cost for redelivery survey to be for Charterer’s account.

76.    AMENDED CLAUSE 38:
The Clause 38 of the Charter Party is amended by deleting its entirety (Lines 478 through 493 inclusive) and substituting the following:-
 
Charterers shall procure that all Bills of Lading issued pursuant to the Charter shall contain the following clause:-
 
“(1) Subject to sub-clause (2) or (3) hereof, this Bill of Lading shall be governed by, and have the effect subject to the rules contained in the International Convention for the Unification of certain rules relating to Bills of Lading signed at Brussels on 25th August 1924 (hereafter the “Hague Rules”) as amended by the Protocol signed at Brussels on 23rd February 1968 (hereafter the “Hague-Visby Rules). Nothing contained herein shall be deemed to be either a surrender by the carrier of any of his rights or immunities or any increase of any of his responsibilities or liabilities under the Hague-Visby Rules.

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(2) If there is governing legislation which applies the Hague Rules compulsorily to this Bill of Lading, to the exclusion of the Hague-Visby Rules, then this Bill of Lading shall have effect subject to the Hague Rules. Nothing herein contained shall be deemed to be either a surrender by the carrier of any of his rights or immunities or an increase of any of his responsibilities or liabilities under the Hague Rules.
 
(3) If there is governing legislation which applies the United Nations Convention on the Carriage of Goods by Sea 1978 (hereafter the ‘Hamburg Rules’) compulsorily to this Bill of Lading to the exclusion of the Hague-Visby Rules, then this Bill of Lading shall have effect subject to the Hamburg Rules. Nothing herein contained shall be deemed to be either a surrender by the carrier of any of his rights or immunities or an increase of any of his responsibilities or liabilities under the Hamburg Rules.
 
(4) If any term of this Bill of Lading is repugnant to the Hague-Visby Rules, or Hague Rules or Hamburg Rules, if applicable, such term shall be void to that extent but no further.
 
(5) Nothing in this Bill of Lading shall be construed as in any way restricting, excluding or waiving the right of any relevant party or person to limit his liability under any available legislation and/or law.

77.    HOUSE FLAG/CHARTERERS’ MARKINGS:
Charterers have the privilege of flying their house flag, to paint funnel in their house colors and to paint their marks on ship’s sides. On or prior to the vessel’s redelivery Charterers shall remove their marks on ship’s sides and funnel in accordance with Owners’ request. Cost and time of painting/re-painting to be for Charterers’ account. Upon Charterers’ request, Owners shall have the vessel’s crew try best endeavor to perform re-painting work as far as concerning work by ship’s hands is practically possible, and Charterers shall pay for all time, expenses and materials whatsoever including reasonable payments to crew. and Owners shall discuss the issue of re-painting fees’ settlement at the time of redelivery.

78.    I.T.O.P.F.:
Owners warrant that the vessel is a member of the International Tanker Owners Pollution Federation (‘ITOPF’) and that Owners will retain such membership during the entire period of this Charter Party.

79.    ISM:
Owners warrant that all times during the performance of this Charter the vessel shall strictly adhere to and conform to the requirements of the ISM Code and shall be in possession of a valid Safety Management Certificate (‘SMC’). Owners further warrant that at all times during the performance of this Charter the Owners or the Managers shall comply with the provision of the ISM Code and be in possession of a Document of Compliance (‘DOC’).

80.    OFFICERS/CREWS :
Owners will assign all officers who have enough knowledge and experience of tanker operation, In case of replacement master and chief officer, owners shall give due notice to charterers well in advance. If Charterers are not satisfied with the conduct of master and senior officers, owners have to replace such senior officers with experienced another senior officers within 2 voyages.

The vessel will be manned with Master and Officers able to communicate both verbally and in writing English ensuring smooth communication with Charterers, their agents and shore personnel of suppliers and receivers.

81.    I.T.F.:
Owners warrant that the vessel’s officers and crew are members of a trade union or similar organization recognized by and affiliated to the International Transport Workers’ Federation (‘I.T.F.’), and that they shall retain such membership throughout the duration of this Time Charter.

82.    AGENTS:
Owners to appoint their own agents when and if required for the Owners’ business including for major or extensive repairs, dry-docking and other extended off-hire, etc. However, Charterers’ Agents to attend to minor matters for the vessel or crew, such as postage, crew transportation, medical etc., on Owners’ behalf. Charterers’ Agents may charge to Owners at the usual tariff for providing such services.

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83.
BASE & VARIABLE RATE WITH SETTLEMENT OF THE VARIABLE RATE
Time Charter Base Rate of US$30,000.00 per day or pro rata with Variable Rate to be applied throughout the period of the Charter as stated in Clause 4 of the captioned Charter Party.

Variable Hire shall be based on Actual Annual Net Average Daily Time Charter Earning (“Actual Earning”), which means and shall be calculated as:
(1) The total earnings of Vessel actually achieved by Charterers for one year starting on delivery or the anniversary of delivery of Vessel ; less
(2) Any operation costs and expenses including but not limited to port charge, bunker cost, insurance premium, brokerage and/or address commission, any tax etc payable by charterers; less
(3) Any cost for quotation of L.T.B.P. rate, if any.

Provided that
In case the vessel is employed for the transportation of crude oil for SK Energy and/or SK Incheon Oil or any other associated company of SK Shipping and/or SK Energy, Charterers shall discuss the fixable rate with Owners before putting her on subs, and in the event of disagreement the rate, then the applicable rate shall be based on London Tanker Brokers Panel with the same date of putting on subs.

If the Actual Earning is above Time Charter Base Rate, Variable Rate shall be as follows;
 
US$30,000/d < </= US$40,000/d
: 50/50% to Owners/Charterers
 
US$40,000/d <
: 40% to Owners / 60% to Charterers
 
Settlement of the Variable Rate
 
1)
Semi-annual and annual provisional calculation sheets for the Actual Earning shall be made by Charterers to Owners within one month from the end of every six month period starting from the delivery of the Vessel.
 
2)
If the voyage was ongoing at the end of the period, the annual provisional calculation sheet for the Actual Earning shall be determined within one month from the completion of the voyage.
 
3)
The semi-annual and annual provisional settlement of variable hire shall be paid within 7 banking days from the date upon which such figures are agreed.
 
4)
When all claims including the demurrage of the year are settled, Charterers shall provide final calculation sheet for the year and the balance shall be settled within 7 banking days from the date upon which such figures are agreed.

84.    TAXES AND/OR DUES
Any taxes and/or dues and/or charges on cargo and/or freight and/or the hire (including any income tax levied on freight by authorities at load or discharge port(s)) to be for Charterers’ account.

85.    TELEXFAX/TELEX/E-MAIL SYSTEMS:
The vessel has an E-Mail system, a Telefax and a Telex machine on board, which Owners shall maintain in good working order throughout the entire period of this Charter Party.

86.    WATCHMEN:
Gangway watchmen and fire watchmen to be for Owners’ account unless compulsory, in which case cost to be for Charterers’ account.

87.    OTHERS:
Victualling, brokerage commission and a normal communication expenses shall be included into the Charter Hire payable by Owners but any extraordinary communication expenses shall be borne by Charterers.

88.    BROKERAGE COMMISSION
1.25% of the T/C base rate with the variable hire earned by Owners to Neostar (or its nominee) payable by Owners.

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89.    PRIVATE AND CONFIDENTIAL:
All terms and conditions of this Charter agreement shall be kept Private and Confidential.
End of Rider Clauses.
 
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