EX-4.23 6 ef20015312_ex4-23.htm EXHIBIT 4.23
Exhibit 4.23

MEMORANDUM OF AGREEMENT
Norwegian Shipbrokers’ Association’s
Memorandum of Agreement for sale and purchase
of ships. Adopted by BIMCO in 1956.
Code-name
SALEFORM 2012
Revised 1966, 1983 and 1986/87, 1993 and 2012

Dated:   [●]
1
   
[●] of [●] (Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and
2
   
[●] of [●] (Name of buyers), hereinafter called the “Buyers” have agreed to buy:
3
   
Name of vessel:  [●]
4
   
IMO Number: [●]
5
   
Classification Society: [●]
6
   
Class Notation: [●]
7
   
Year of Build: [●]       Builder/Yard: [●]
8
   
Flag: [●]  Place of Registration: [●]     GT/NT: [●]
9
   
hereinafter called the “Vessel”, on the following terms and conditions:
10
   
Definitions
11
“Banking Days" are days on which banks are open both in the country of the currency stipulated for
the Purchase Price in Clause 1(Purchase Price) and in the place of closing stipulated in Clause 8
(Documentation) and [●] (add additional jurisdictions as appropriate)].
12
13
14
   
“Buyers’ Nominated Flag State” means [●]  (state flag state).
15
   
“Class" means the class notation referred to above.
16
   
“Classification Society" means the Society referred to above.
17
   
"Deposit" shall have the meaning given in Clause 2(Deposit)
18
   
“Deposit Holder” means (state name and location of Deposit Holder) or, if left blank, the  Sellers’ Bank, which shall
hold and release the Deposit in accordance with this Agreement.
19
20
   
“In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a
registered letter, e-mail or telefax.
21
22
   
“Parties” means the Sellers and the Buyers.
23
   
“Purchase Price” means the price for the Vessel as stated in Clause 1(Purchase Price).
24
   
“Sellers’ Account” means
[●]
 
(state details of bank account) at the Sellers’ Bank.
25
   
“Sellers’ Bank” means [●] (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to
the Buyers for receipt of the [Deposit and the Balance Funds] / [balance of the Purchase Price].
26
27
     
1.
Purchase Price
28
 
The Purchase Price is USD [●] (United States Dollars [●] Only ) (state currency and amount both in words
and figures).
29
     
2.
Deposit
As security for the correct fulfilment of this Agreement the Buyers shall lodge pay a deposit of [●]% ([●] per
cent) or, if left blank,10% (ten per cent), of the Purchase Price (the
“Deposit”) in the Sellers’ Account an interest bearing account for the Parties with the Deposit Holder within
three (3) Banking Days after the date that:
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32
33
34
     
 
(i) this Agreement has been signed by the both Parties and exchanged in original or by e-mail or
telefax; and
(ii) [the Deposit Holder has confirmed in writing to the Parties that the account has been
 
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36
 
1

 
opened,] / [all subjects have been lifted.]
 
The Deposit shall be released in accordance with joint written instructions of the Parties,.
 
Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the
Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder
all necessary documentation to open and maintain the account without delay.
37
38
 
39
40
41
42
     
3.
Payment
43
 
 
On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of
Readiness, has been given in accordance with Clause 5 (Time and place of delivery and
notices):
44
45
46
     
 
(i) the Deposit shall be released to the Sellers; and
47
     
 
(ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers to the Sellers
under this Agreement (the “Balance Funds”) shall be paid in full free of bank charges to the Sellers’
Account[. The Balance Funds shall be remitted by the Buyers or on their behalf, by conditional
payment with SWIFT message MT199 (together with MT103) to the order of the Buyers directly to the
Sellers’ Bank not later than one (1) Banking Day prior to the expected date of delivery of the Vessel.
The Balance Funds shall be released in accordance with the wording of the MT199 upon presentation
to the remitting bank of the timed and signed Protocol of Delivery and Acceptance of the Vessel (the
“PODA”) by the Sellers and the Buyers. The PODA shall be timed, signed and released upon
presentation to the closing meeting of the Certificate of Ownership and Encumbrances of the Sellers
evidencing that the Vessel is free of encumbrances.] / [upon dating and signing the Protocol of
Delivery and Acceptance of the Vessel (the “PODA”) by the Sellers and the Buyers. The untimed
PODA shall be deemed tabled but not yet released to the Buyers. The PODA shall be timed and
released to the Buyers upon provision by them to the Sellers of a SWIFT copy evidencing the
remittance of the Balance Funds in the Sellers’ Account.]
 
The Buyers undertake to provide the Sellers’ Bank with all required KYC and source of funding
documentation [for themselves and/or any other entity remitting any funds on their behalf under this
Agreement] in time and to the satisfaction of Sellers’ Bank so that the payment is accepted.
 
 
48
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50
     
4.
Inspection
51
 
(a)* The Buyers have waived their right to inspect the Vessel but have inspected and accepted the
Vessel's classification records. The Buyers have also inspected the Vessel at/in ______(state place) on
______(state date) and have accepted the Vessel following this inspection and therefore, the sale is outright
and definite, subject only to the terms and conditions of this Agreement.
52
53
54
55
     
 
(b)* The Buyers shall have the right to inspect the Vessel's classification records and declare
whether same are accepted or not within   (state date/period).
56
57
     
 
The Sellers shall make the Vessel available for inspection at/in   (state place/range) within
(state date/period).
58
59
     
 
The Buyers shall undertake the inspection without undue delay to the Vessel. Should the
Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.
60
61
     
 
The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.
62
     
 
During the inspection, the Vessel's deck and engine log books shall be made available for
examination by the Buyers.
63
64
     
 
The sale shall become outright and definite, subject only to the terms and conditions of this
Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from
the Buyers within seventy-two (72) hours after completion of such inspection or after the
date/last day of the period stated in [Line 59], whichever is earlier.
65
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67
68
     
 
Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of
the Vessel's classification records and/or of the Vessel not be received by the Sellers as
aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the
Buyers, whereafter this Agreement shall be null and void.
69
70
71
72
     
 
*4 (a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions,
alternative 4 (a) to apply.
73
74
2

     
5.
Time and place of delivery and notices
75
 
(a) [The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or
anchorage at/in worldwide in accordance with the trading schedule of the Vessel (state place/range) in
the Sellers' option declarable latest with 7 (seven) days delivery notice.] / [The Vessel shall be delivered
and taken over safely afloat at a safe and accessible berth or anchorage at/in [●] range or [●] range , in
accordance with redelivery range under the current charterparty (state place/range) in the Sellers' option.
 Vessel shall be delivered to Buyers after current voyage has been completed.]
76
77
     
 
Notice of Readiness shall not be tendered before: [●] (date)
78

 
Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a) (iii)and 14): [●]
79
     
 
(b) The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with
[twenty (20),] / [fifteen (15),] / [ten (10),] seven (7), five (5) and three (3) days’ approximate notice and one
(1) day definite notice of the date the Sellers intend to tender Notice of Readiness and of the intended place
of delivery.
80
81
82
     
 
When the Vessel is at the place of delivery and physically ready for delivery in accordance with
this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.
83
84
     
 
(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the
Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing
stating the date when they anticipate that the Vessel will be ready for delivery and proposing a
new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of
either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3)
Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date.
If the Buyers have not declared their option within three (3) Banking Days of receipt of the
Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers'
notification shall be deemed to be the new Cancelling Date and shall be substituted for the
Cancelling Date stipulated in line 79.
85
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87
88
89
90
91
92
93
94
     
 
If this Agreement is maintained with the new Cancelling Date all other terms and conditions
hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full
force and effect.
95
96
97
     
 
(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely
without prejudice to any claim for damages the Buyers may have under Clause 14(Sellers’
Default) for the Vessel not being ready by the original Cancelling Date.
98
99
100
     
 
(e) Should the Vessel become an actual, constructive or compromised total loss before delivery
the Deposit together with interest earned, if any, shall be released immediately to the Buyers
whereafter this Agreement shall be null and void.
101
102
103
     
6.
Drydocking/Divers Inspection
104
 
(a)*
  
105
 
(i)
Letter of Undertaking to be provided by the Sellers that the Vessel has not touched bottom
during Sellers' ownership.
The Buyers shall have the option at their cost and expense to arrange for an underwater
inspection by a diver approved by the Classification Society prior to the delivery of the
Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended
date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this
Agreement. The Sellers shall at their cost and expense make the Vessel available for
such inspection. This inspection shall be carried out without undue delay, and in the
presence of a Classification Society surveyor arranged for by the Sellers and paid for by
the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s
inspection as observer only without interfering with the work or decisions of the
Classification Society surveyor. The extent of the inspection and the conditions under
which it is performed shall be to the satisfaction of the Classification Society. If the
conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at
their cost and expense make the Vessel available at a suitable alternative place near to
the delivery port, in which event the Cancelling Date shall be extended by the additional
time required for such positioning and the subsequent re-positioning. The Sellers may
not tender Notice of Readiness prior to completion of the underwater inspection.
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3

 
(ii)
If the rudder, propeller, bottom or other underwater parts below the deepest load line are
found broken, damaged or defective so as to affect the Vessel's class, then (1) unless
repairs can be carried out afloat to the satisfaction of the Classification Society, the
Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by
the Classification Society of the Vessel's underwater parts below the deepest load line,
the extent of the inspection being in accordance with the Classification Society's rules (2)
such defects shall be made good by the Sellers at their cost and expense to the
satisfaction of the Classification Society without condition/recommendation** and (3) the
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123
124
125
126
127
128
129
   
Sellers shall pay for the underwater inspection and the Classification Society's
attendance.
130
131
       
   
Notwithstanding anything to the contrary in this Agreement, if the Classification Society
do not require the aforementioned defects to be rectified before the next class
drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects
against a deduction from the Purchase Price of the estimated direct cost (of labour and
materials) of carrying out the repairs to the satisfaction of the Classification Society,
whereafter the Buyers shall have no further rights whatsoever in respect of the defects
and/or repairs. The estimated direct cost of the repairs shall be the average of quotes
for the repair work obtained from two reputable independent shipyards at or in the
vicinity of the port of delivery, one to be obtained by each of the Parties within two (2)
Banking Days from the imposition of the condition/recommendation, unless the Parties
agree otherwise. Should either of the Parties fail to obtain such a quote within the
stipulated time then the quote duly obtained by the other Party shall be the sole basis
for the estimate of the direct repair costs. The Sellers may not tender Notice of
Readiness prior to such estimate having been established.
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145
       
 
(iii)
If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking
facilities are available at the port of delivery, the Sellers shall take the Vessel to a port
where suitable drydocking facilities are available, whether within or outside the delivery
range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the
Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose
of this Clause, become the new port of delivery. In such event the Cancelling Date shall
be extended by the additional time required for the drydocking and extra steaming, but
limited to a maximum of fourteen (14) days.
146
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152
153
       
 
(b) *The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the
Classification Society of the Vessel's underwater parts below the deepest load line, the extent
of the inspection being in accordance with the Classification Society's rules. If the rudder,
propeller, bottom or other underwater parts below the deepest load line are found broken,
damaged or defective so as to affect the Vessel's class, such defects shall be made good at the
Sellers' cost and expense to the satisfaction of the Classification Society without
condition/recommendation*. In such event the Sellers are also to pay for the costs and
expenses in connection with putting the Vessel in and taking her out of drydock, including the
drydock dues and the Classification Society's fees. The Sellers shall also pay for these costs
and expenses if parts of the tailshaft system are condemned or found defective or broken so as
 to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs
ad expenses, dues and fees.
154
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165
 
(c) If the Vessel is drydocked pursuant to Clause 6 (a) (ii) or 6 (b) above
166
       
 
(i)
the Classification Society may require survey of the tailshaft system, the extent of the
survey being to the satisfaction of the Classification surveyor. If such survey is
not required by the Classification Society, the Buyers shall have the right to require the tailshaft
to be drawn and surveyed by the Classification Society, the extent of the survey being in
accordance with the Classification Society's rules for tailshaft survey and
consistent with the current stage of the Vessel's survey cycle. The Buyers shall declare
whether they require the tailshaft to be drawn and surveyed not later than by the
completion of the inspection by the Classification Society. The drawing and refitting of
the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be
condemned or found defective so as to affect the Vessel's class, those parts shall be
renewed or made good at the Sellers' expense to the satisfaction of the
Classification Society without condition/recommendation**.
167
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178
       
 
(ii)
The costs and expenses relating to the survey of the tailshaft system shall be borne by the
Buyers unless the Classification Society requires such survey to be carried out or if parts of the
system are condemned or found defective or broken so as to effect the Vessel’s class, in which
case the Sellers shall pay these costs and expenses.
 
179
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182
 
       
4

 
(iii)
The Buyers' representative(s) shall have the right to be present in the drydock, as
observers only without interfering with the work or decisions of the Classification Society
surveyor.
183
184
185
       
 
(iv)
The Buyers shall have the right to have the underwater parts of the Vessel cleaned
and painted at their risk, cost and expense without interfering with the Sellers' or the
Classification Society surveyor's work, if any, and without affecting the Vessel's timely
delivery. If, however, the Buyers' work in drydock is still in progress when the
Sellers have completed the work which the Sellers are required to do, the additional
docking time needed to complete the Buyers' work shall be for the Buyers' risk, cost and
expense. In the event that the Buyers' work requires such additional time, the Sellers
may upon completion of the Sellers' work tender Notice of Readiness for delivery whilst
the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be
obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in
drydock or not.
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196
       
 
*6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions,
alternative 6 a) to apply.
197
198
     
 
**Notes or memoranda, if any, in the surveyor's report which are accepted by the Classification
Society without condition/recommendation are not to be taken into account
199
200
     
7.
Spares, bunkers and other items
201
 
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board
and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or
spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection signing this
Agreement used or unused, whether on board or not shall become the Buyers' property, but spares on
order are excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers
are not required to replace spare parts including spare tail-end shaft(s) and spare
propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to
delivery, but the replaced items shall be the property of the Buyers. Unused stores and
provisions shall be included in the sale and be taken over by the Buyers without extra payment.
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207
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209
210
     
 
Library and forms exclusively for use in the Sellers' vessel(s) and captain's, officers’ and crew's
personal belongings including the slop chest are excluded from the sale without compensation,
as well as the following additional items:    (include list) - [●]
211
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213
     
 
Items on board which are on hire or owned by third parties, listed as follows, are excluded from
the sale without compensation:    (include list) - [●]
214
215
     
 
Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be
replaced by the Sellers prior to delivery at their cost and expense.
216
217
     
 
[Following the Vessel’s delivery to them, the Buyers shall charter out the Vessel to her current
charterers [●] (the ‘Charterers’) in accordance with a new charter agreement negotiated between them
and the Charterers. No payment for bunkers to the Sellers shall take place on delivery as the bunkers
will remain the property of the Charterers and the relevant payment will be settled between the
Buyers and the Charterers on redelivery of the Vessel to the Buyers under and pursuant to the terms
of the new charterparty.] / [The Vessel is to be delivered with Charter attached as per Clause 22,
therefore bunkers shall remain property of the Charterer and there shall be no compensation
hereunder.
The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in
storage tanks and unopened drums and pay either:
218
219
     
 
(a) *the actual net price (excluding barging expenses but including any discounts) as evidenced by
invoices or vouchers; or
220
     
 
(b) *the current net market price (excluding barging expenses) at the port and date of delivery
of the Vessel or, if unavailable, at the nearest bunkering port,
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222
     
 
for the quantities taken over.
 
Sellers will advise estimated quantities [for bunkers and quantities] and prices for lubricating and
hydraulic oils and greases remaining on board (the “ROBs”) five (5) days prior delivery. Buyers will
have to remit enough funds for the Balance Funds payment, basis this estimate. Exact quantities of
ROBs to be measured and agreed jointly by both Buyers’ and Sellers’ representatives one (1) day
prior intended date of Notice of Readiness for delivery with an allowance of consumption up to actual
delivery. The final measurement sheet which shall be signed by both the Buyers’ and the Sellers’
representatives on board will serve as the basis for the total price to be paid by the Buyers for the
ROBs. Any extra amount shall be returned to the Buyers immediately post closing.
223
     
5

 
Payment under this Clause shall be made at the same time and place and in the same
currency as the Purchase Price.
224
225
     
 
"inspection" in this Clause 7, shall mean the Buyers' inspection according to Clause 4(a) or 4(b)
(Inspection), if applicable. If the Vessel is taken over without inspection, the date of this
Agreement shall be the relevant date.
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228
     
 
*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions
alternative (a) shall apply.
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230
     
8.
Documentation
231
 
The place of closing:  Athens, Greece OR remotely via video conference.
232
     
 
(a) In exchange for payment of the Purchase Price the Sellers and the Buyers shall provide furnish each
other the their respective following delivery documents to be mutually agreed and incorporated as an
Addendum to this Agreement. Signing of the Addendum shall not delay by any means and in any
manner signing of the Agreement by both parties and payment of the Deposit.
 
In case of remote closing, original documents will be exchanged scanned between the Sellers and the
Buyers via e-mail. Signing of Protocol of Delivery and Acceptance to be effected against
scanned copies of delivery documents. After completion of closing, both parties will
dispatch the original documents to the other party's nominated address within 5 Banking days
from the day of closing.
 
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(i)
Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State,
transferring title of the Vessel and stating that the Vessel is free from all mortgages,
encumbrances and maritime liens or any other debts whatsoever, duly notarially attested
and legalised or apostilled, as required by the Buyers’ Nominated Flag State;
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(ii)
Evidence that all necessary corporate, shareholder and other action has been taken by
the Sellers to authorise the execution, delivery and performance of this Agreement;
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(iii)
Power of Attorney of the Sellers appointing one or more representatives to act on behalf
of the Sellers in the performance of this Agreement, duly notarially attested and legalised
or apostilled (as appropriate);
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243
       
 
(iv)
Certificate or Transcript of Registry issued by the competent authorities of the flag state
on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the
Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by
such authority to the closing meeting with the original to be sent to the Buyers as soon as
possible after delivery of the Vessel.
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(v)
Declaration of Class or (depending on the Classification Society) a Class Maintenance
Certificate issued within three (3) Banking Days prior to delivery confirming that the
Vessel is in Class free of condition/recommendation.
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(vi)
Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of
deletion appropriate to the Vessel's registry at the time of delivery, or, in the event that
the registry does not as a matter of practice issue such documentation immediately, a
written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith
and provide a certificate or other official evidence of deletion to the Buyers promptly and
latest within four (4) weeks after the Purchase Price has been paid and the Vessel has
been delivered.
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(vii)
A copy of the Vessel's Continuous Synopsis Record certifying the date on which the
Vessel ceased to be registered with the Vessel's registry, or, in the event that the registry
does not as a matter of practice issue such certificate immediately, a written undertaking
from the Sellers to provide the copy of this certificate promptly upon it being issued
together with evidence of submission by the Sellers of a duly executed Form 2 stating
the date on which the Vessel shall cease to be registered with the Vessel's registry.
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(viiI)
Commercial Invoice for the Vessel;
265
       
 
(ix)
Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;
266
       
 
(x)
A copy of the Sellers’ letter to their satellite communication provider cancelling the
 Vessel’s communications contract which is to be sent immediately after delivery of the
 Vessel;
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6

 
(xi)
Any such additional documents as may reasonably be required by the competent
authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel,
provided the Buyers notify the Sellers of any such documents as soon as possible after the date of
this Agreement; and
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(xii)
The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not
black listed by any nation or international organisation.
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(b) At the time of delivery the Buyers shall provide the Sellers with:
276
       
 
(i)
Evidence that all necessary corporate, shareholder and other action has been taken by
the Buyers to authorise the execution, delivery and performance of this Agreement; and
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(ii)
Power of Attorney of the Buyers appointing one or more representatives to act on behalf
of the Buyers in the performance of this Agreement, duly notarially attested and legalised
or apostilled (as appropriate).
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(c) If any of the documents listed in Sub-clauses (a) and (b) the Addendum as above are not in the English
language they shall be accompanied by an English translation by an authorised translator or
certified by a lawyer qualified to practice in the country of the translated language.
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(d) The Parties shall to the extent possible exchange copies, drafts or samples of the
documents listed in Sub-clause (a) and Sub-clause (b) the Addendum as above for review and comment by
the other party not later than   (state number of days),or if left blank, nine (9) days prior to
the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to
Clause 5(b) of this Agreement.
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(e) Concurrent with the exchange of documents in Sub-clauses (a) and (b) the Addendum as above,
the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans,
 drawings and manuals (excluding ISM/ISPS manuals), which are on board the Vessel. Other
certificates which are on board the Vessel shall also be handed over to the Buyers unless the
Sellers are required to retain same, in which case the Buyers to have the right to take copies.
290
291
292
293
294
     
 
(f) Other technical documentation which may be in the Sellers' possession shall promptly after
delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep
the Vessel's log books but the Buyers to have the right to take copies of same.
295
296
297
     
 
(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance
confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.
298
299
     
9.
Encumbrances
300
 
The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, claims,
encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject
to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the
Buyers against all consequences of claims made against the Vessel which have been incurred
prior to the time of delivery.
301
302
303
304
305
     
10.
Taxes, fees and expenses
306
 
Any taxes, fees and expenses in connection with the purchase and registration in the Buyers'
Nominated Flag State shall be for the Buyers' account, whereas similar charges in connection
with the closing of the Sellers' register shall be for the Sellers' account.
307
308
309
     
11.
Condition on delivery
310
 
The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is
delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be
delivered and taken over as she was at the time of signing of this Agreement inspection, fair wear
and tear excepted.
311
312
 
313
     
 
However, the Vessel shall be delivered [with the Charter,] free of cargo and free of stowaways with her
Class maintained without condition/recommendation*, free of average damage affecting the Vessel's
class, and with her classification certificates and national certificates, as well as all other
certificates the Vessel had at the time of inspection, valid and unextended without
condition/recommendation* by the Classification Society or the relevant authorities at the time
of delivery.
314
315
316
317
318
319
     
 
"Inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4(a) or
4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this
Agreement shall be the relevant date.
320
321
322
7

 
*Notes and memoranda, if any, in the surveyor's report which are accepted by the Classification
Society without condition/recommendation are not to be taken into account.
323
324
     
12.
Name/markings
325
 
Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel
326
 
markings. The prefix “[●]” may not be retained under any circumstances.
327
     
13.
Buyers' default
328
 
Should the Deposit not be lodged in accordance with Clause 2(Deposit), the Sellers have the
right to cancel this Agreement, and they shall be entitled to claim compensation for their losses
and for all expenses incurred together with interest.
329
330
331
     
 
Should the Purchase Price not be paid in accordance with Clause 3(Payment), the Sellers
have the right to cancel this Agreement, in which case the Deposit together with interest
earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the
Sellers shall be entitled to claim further compensation for their losses and for all expenses
incurred together with interest.
332
333
334
335
336
     
14.
Sellers' default
337
 
Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be
ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the
option of cancelling this Agreement. If after Notice of Readiness has been given but before
the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not
made physically ready again by the Cancelling Date and new Notice of Readiness given, the
Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this
Agreement the Deposit together with interest earned, if any, shall be released to them
immediately.
338
339
340
341
342
343
344
345
     
 
Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to
validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers
for their loss and for all expenses together with interest if their failure is due to proven
negligence and whether or not the Buyers cancel this Agreement.
346
347
348
349
     
15.
Buyers' representatives
350
 
After this Agreement has been signed by the Parties and the Deposit has been lodged, the
Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and
expense.
351
352
353
     
 
These representatives are on board for the purpose of familiarisation and in the capacity of
observers only, and they shall not interfere in any respect with the operation of the Vessel. The
Buyers and the Buyers’ representatives shall sign the Sellers' P&I Club’s standard letter of
indemnity prior to their embarkation.
The Buyers shall pay $US20 (United States Dollars Twenty only) per day per person for their
victualing/accommodation and separately the actual cost for the use of communication appliances on
board.
354
355
356
357
     
16.
Law and Arbitration
358
 
(a) *This Agreement shall be governed by and construed in accordance with English law and
any dispute arising out of or in connection with this Agreement shall be referred to arbitration in
London in accordance with the Arbitration Act 1996 or any statutory modification or re-
enactment thereof save to the extent necessary to give effect to the provisions of this Clause.
359
360
361
362
     
 
The arbitration shall be conducted in accordance with the London Maritime Arbitrators
Association (LMAA) Terms current at the time when the arbitration proceedings are
commenced. The arbitrators shall be members of the London Maritime Arbitrators Association.
363
364
365
     
 
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall
appoint its arbitrator and send notice of such appointment in writing to the other party requiring
the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and
366
367
368
     
 
 
stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own
arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the
other party does not appoint its own arbitrator and give notice that it has done so within the
fourteen (14) days specified, the party referring a dispute to arbitration may, without the
requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator
and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on
both Parties as if the sole arbitrator had been appointed by agreement.
 
369
370
371
372
373
374
375
8

 
In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the
arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at
the time when the arbitration proceedings are commenced.
376
377
378
     
 
(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the
United States Code and the substantive law (not including the choice of law rules) of the State
of New York and any dispute arising out of or in connection with this Agreement shall be
referred to three (3) persons at New York, one to be appointed by each of the parties hereto,
and the third by the two so chosen; their decision or that of any two of them shall be final, and
for the purposes of enforcing any award, judgment may be entered on an award by any court of
competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the
Society of Maritime Arbitrators, Inc.
379
380
381
382
383
384
385
386
     
 
In cases where neither the claim nor any counterclaim exceeds the sum of US$ 100,000 the
arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the
Society of Maritime Arbitrators, Inc.
387
388
389
     
 
(c)* This Agreement shall be governed by and construed in accordance with the laws of
(state place) and any dispute arising out of or in connection with this Agreement shall be
referred to arbitration at   (state place),subject to the procedures applicable there.
390
391
392
     
 
*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of
deletions, alternative 16(a) shall apply.
393
394
     
17.
Notices
395
 
All notices to be provided under this Agreement shall be in writing.
396
     
 
Contact details for recipients of notices are as follows:
397
     
 
For the Buyers:     [●]
398
     
 
For the Sellers:     [●]
399
     
18.
Entire Agreement
400
 
The written terms of this Agreement comprise the entire agreement between the Buyers and
the Sellers in relation to the sale and purchase of the Vessel and supersede all previous
agreements whether oral or written between the Parties in relation thereto.
401
402
403
     
 
Each of the Parties acknowledges that in entering into this Agreement it has not relied on and
shall have no right or remedy in respect of any statement, representation, assurance or
warranty (whether or not made negligently) other than as is expressly set out in this Agreement.
404
405
406
     
 
 
 
 
19.
Any terms implied into this Agreement by any applicable statue or law are hereby excluded to
the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude
any liability for fraud.
 
Confidentiality
All negotiations and eventual sale are to be kept strictly private and confidential between
the parties involved except to whom information is required or requested to be disclosed by (i) any
governmental, banking, taxation or other regulatory authority or similar body, or the rules of any
relevant stock exchange; or (ii) pursuant to any applicable law or regulation; or iii) by any court of
competent jurisdiction; and (iv) in connection with and for the purposes of any litigation,
arbitration or other proceedings or dispute.
However, should, despite the efforts of the parties involved, details of the negotiation and/or sale
become known or reported on the market, neither the Sellers nor the Buyers have a right to
withdraw from the Agreement or to fail to fulfill all their obligations under the Agreement.
407
408
409
 
20.
 
 
Sanctions Clause
(a) The following provisions shall apply where any sanction, prohibition, restriction,
designation, blacklist or boycott is imposed on any specified persons, entities, bodies, vessels
(whether by reason of their trading history or otherwise), fleets, or cargo, including but not limited
to the designation of any specified vessels or fleets under Applicable Law, United Nations
Resolutions, or trade or
economic sanctions, laws or regulations of the European Union, United States of America, United
Kingdom, Singapore, the Arab Boycott League, or any other national, international, or
supranational state or entity (collectively, the “Sanctions”).
 
(b) Buyers and Sellers each warrant that at the date of entering into this Agreement and
continuing until the Buyers have paid the Purchase Price in full and taken possession of the Vessel
on delivery by the Sellers:
  

9

 
(i) Neither party (or any person, entity or body which directly or indirectly owns, controls or is
otherwise affiliated to that party, or any person on whose behalf or under whose direction that party
acts or assists) is subject to any of the Sanctions which would prohibit, render unlawful any
performance under this Agreement, or which may otherwise expose the other party to a risk of the
Sanctions being imposed on it or have any connection with a Restricted Country or Restricted
Person;
(ii) Both Parties undertake that they shall not transfer, make use of or provide the benefits of any
money, proceeds or services provided by or received to any Restricted Persons or conduct any
business activity related to the Vessel or otherwise for which money, proceeds or services have been
received from a Party with any Restricted Persons;
(iii) the Sellers are selling and the Buyers are purchasing the Vessel as principals and not as agent,
trustee or nominee of any person with whom transactions are prohibited or restricted under sub-
clause (a);
(iv) The Sellers further warrant that the Vessel is not sanctioned, prohibited, restricted, designated, or
blacklisted and is not and will not be chartered to any entity or transport any cargo contrary to the
Sanctions [and the Buyers hereby acknowledge that the Charter and the Charterer are both lawful
and not in breach of this clause];
(c) If at any time any Party is in breach of warranty as aforesaid, the Party not in breach
shall be entitled to terminate this Agreement forthwith, and/or to comply with the laws and
regulations of any Governmental Authority to which that party or the Vessel is subject and follow any
orders or
directions which may be given by any regulatory or administrative body, acting with powers to
compel compliance.
(d) Buyers and Sellers shall be liable to indemnify the other party against any and all claims,
including return of any Deposit or all or any part of the Purchase Price, losses, damage, costs and
fines whatsoever suffered by the other party resulting from any breach of warranty as aforesaid
and in accordance with this Agreement.
 
In this clause:
Restricted Countries means any country or territory that is either: (a) targeted with comprehensive
country or territory-wide Sanctions from time to time, being, as at the date of this Agreement, the
territories of Crimea, Donetsk and Luhansk and the countries of Iran, Cuba, Myanmar, North Korea,
Sudan and Syria and any additional countries based on respective sanctions being imposed by the
United States Treasury Departments Office of Foreign Assets Control (OFAC) or any of the regulative
bodies referred to in the definition of Restricted Persons or (b) otherwise both (i) targeted with a
Sanctions regime; and (ii) notified by the Sellers to the Buyers as being a Restricted Country for the
purposes of this Agreement (and which, as of the date of this Agreement, shall include Russia and
Libya).
 
Restricted Persons means Persons, entities or any other parties
(i) located, domiciled, resident or incorporated in Restricted Countries; and/or
(ii) subject to any Sanction administered by United States of America, the United Nations, the
European Union, the United Kingdom, Secreteriat for economic affairs of Switzerland (SECO), Greece
and/or OFAC; and/or
(iii) owned or Controlled by or affiliated with Persons, entities, or any other parties as referred to in (a)
and (b) above.
 
Applicable Law means any law of the Flag State of the Vessel any other Governmental Authority,
agency, court or other body over the matter in question, as in effect from time to time.
 
Control means, in respect of a Person, ownership of more than 50% of the voting share capital (or
equivalent right of ownership) of such Person, or the power to direct its policies and management
whether by contract or otherwise, and words such as Controlled and Controls shall be interpreted
accordingly.
 
Governmental Authority means the Flag State of the Vessel, the Classification Society, and any
international, national, regional, state, municipal, local or other government, including any
subdivision, agency, board, court, tribunal, department, commission or authority thereof, including
any harbour, port or marine authority, or any quasi-governmental organisation therein having
jurisdiction over the Sellers, the Buyers or the Vessel irrespective of whether any such entity is
acting within its legal authority or not.
 
OFAC means the Office of Foreign Assets Control of the US Department of Treasury.
 
Person means any individual, company, corporation or other body corporate, partnership, firm, joint
venture, association, trust, unincorporated association or bodies of persons or Governmental
Authority or other entity.
 
 
Anti-Corruption & Anti-money laundering
  
10

21.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[22.
 
Sellers and Buyers each warrant and undertake to the other that in connection with this Agreement
and the performance thereof, they will each respectively comply with any laws, regulations, rules,
decrees and/or official government orders applicable to such party relating to anti-bribery or anti-
money laundering and that they shall each respectively take no action that would subject the other to
fines or penalties under  such laws, regulations, rules or requirements. Buyers and Sellers each
represent, warrant and undertake  to the other that they shall not, directly or indirectly: pay, offer,
give or promise to pay or authorize the payment of, any monies or other things of value to: (i) a
government official or an officer or employee of a government or any department, agency or
instrumentality of any government; (ii) an officer or employee of a public international organization;
(iii) any person acting in an official capacity for or on behalf of any government or department,
agency or instrumentality of such government or of any public international organization; (iv) any
political party or official thereof, or any candidate for political office; or (v) any other person,
individual or entity at the suggestion, request or direction or for the benefit of any of the above-
described persons and entities.
 
Subjects
The Vessel is under a time charterparty dated [●] (as amended or supplemented from time to time, the
“Charter”) entered into by and between the Sellers and Messrs. [●] (the “Charterer”) and a working
copy of the Charter has been provided by Sellers to the Buyers by email.
 
The sale is subject to the Sellers’ having obtained in writing (email accepted) the consent of the
Charterer for the transfer of the Vessel to the Buyers, latest within Five (5) Banking Days after this
Agreement has been signed (the “Consent”). The Sellers, the Buyers and the Charterer will execute a
novation agreement for the novation of the Charter on standard and reasonably acceptable terms, to
take effect on the delivery of the Vessel latest by the receipt of five (5) days notice in accordance with
clause 5 of this Agreement.]
 
 
 
  

 
For and on behalf of the Sellers
For and on behalf of the Buyers

 
 

 
 
Name:
   Name:
 
Title:
 
Title:



11

ANNEX I



[●] – Sale excluded items
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

12