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Shipbuilding Contract Hull No._____
All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this Contract is rescinded or canceled by the BUYER, all in accordance with the specific terms of this Contract permitting such rescission or cancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already paid by the BUYER to the SELLER under this Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER.
As security to the BUYER, the SELLER shall deliver to the BUYER, within ( ) days following the execution of this Contract, a Refund Guarantee to be issued by the Seller’s bank in the People's Republic of China in the form as per Exhibit \
However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER's obligation to repay the installment or installments paid by the BUYER and to the BUYER'S right to demand payment from the Seller’s bank, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Seller’s bank shall withhold and defer payment until the arbitration award between the SELLER and the BUYER is published. The Seller’s bank shall not be obligated to make any payment unless the arbitration award orders the SELLER to make repayment. If the SELLER fails to honour the award, then the Seller’s bank shall refund to the extent the arbitration award orders.
Date: _th ________, 200_
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Shipbuilding Contract Hull No._____
ARTICLE III ADJUSTMENT OF THE CONTRACT PRICE
The Contract Price of the VESSEL shall be subject to adjustments as hereinafter set forth. It is hereby understood by both parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty.
1. DELIVERY
(a) No adjustment shall be made, and the Contract Price shall remain unchanged
for the Forty-Five (45) days of delay in delivery of the VESSEL beyond the Delivery Date as defined in Article VII hereof ending as of twelve o'clock midnight of the Forty-Fifth (45th) day of delay.
(b) If the delivery of the VESSEL is delayed more than Forty- Five (45) days
after the date as defined in Article VII hereof, then, in such event, beginning at twelve o'clock midnight of the Forty-Fifth (45th) day after the date on which delivery is required under this Contract, the Contract Price of the VESSEL shall be reduced by deducting therefrom the sum of United States Dollars ___________________ (US$ _____________) per day.
Unless the parties hereto agree otherwise, the total reduction in the Contract Price shall be deducted from the fifth instalment of the Contract Price and in any event (including the event that the BUYER consents to take the VESSEL at the later delivery date after the expiration of Two Hundred and Twenty-Five (225) days delay of delivery as described in Paragraph 1(c) of this Article or in Paragraph 3 of Article VIII) shall not be more than One Hundred and Eighty (180) days at the above specified rate of reduction after the Forty-Five (45) days allowance, that is United States Dollars ___________________________________ (U.S.$ ____________) being the maximum.
(c) If the delay in the delivery of the VESSEL continues for a period of Two
Hundred and Twenty-Five (225) days after the Delivery Date as defined in Article VII, then in such event, the BUYER may, at its option, rescind or cancel this Contract in accordance with the provisions of Article X of this Contract. The SELLER may at any time after the expiration of the aforementioned Two Hundred and Twenty-Five (225) days, if the BUYER has not served notice of cancellation pursuant to Article X, notify the BUYER of the date upon which the SELLER estimates the VESSEL will be ready for delivery and demand in writing that the BUYER make an election, in which case the BUYER shall, within thirty (30) days after such demand is received by the BUYER, either notify the SELLER of its decision to cancel
Date: _th ________, 200_
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Shipbuilding Contract Hull No._____
(d) For the purpose of this Article, the delivery of the VESSEL shall not be
deemed delayed and the Contract Price shall not be reduced when and if the Delivery Date of the VESSEL is extended by reason of causes and provisions of Articles V, VI, XI, XII and XIII hereof. The Contract Price shall not be adjusted or reduced if the delivery of the VESSEL is delayed by reason of permissible delays as defined in Article VIII hereof.
(e) If the SELLER notifies the BUYER by telefax or telex that the delivery of the
VESSEL shall be made earlier than the specified Delivery Date as defined in Article VII of the Contract and such notification being given not less than Two (2) months prior to the newly planned delivery date, a certain amount of bonus shall be given by the BUYER to the SELLER as follows:-
In the event that the delivery shall be made within fifteen (15) days earlier than the specified Delivery Date, the Contract Price shall remain unchanged. In the event that the delivery shall be made more than fifteen (15) days earlier than the specified Delivery Date, then a bonus shall be added to the Contract Price at a rate of United States Dollars __________________________________ (U.S.$ ________) per day for each full day earlier than the 15th day earlier than the Delivery Date.
The total increase of the Contract Price for the earlier delivery shall be added to the fifth installment of the Contract Price, however, shall not be more than the sum of United States Dollars ____________________________________ (U.S.$ __________).
For the purpose of determining the increase of the Contract Price under this Paragraph 1(e), the SELLER shall not be entitled to the bonus contemplated under Paragraph 1(e) of this Article for the period between the Delivery Date defined in Article VII and the date to which the delivery of the VESSEL is extended by reason of the permissible delays.
(f) In the event that the SELLER is unable to deliver the Vessel on the newly
planned delivery date as declared, the VESSEL can, nevertheless, be delivered by the SELLER at a date after such declared newly planned date.
In such circumstances, and for the purpose of determining the liquidated damages to the BUYER (according to the provisions of Paragraph 1(b) of this
Date: _th ________, 200_
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this Contract, or consent to take delivery of the VESSEL at an agreed future date, it being understood and agreed by the parties hereto that, if the VESSEL is not delivered by such future date, the BUYER shall have the same right of cancellation upon the same terms, as hereinabove provided.
Shipbuilding Contract Hull No._____
Article) and the BUYER's right to cancel or rescind this Contract (according to the provisions of Paragraph 1(c) of this Article), the newly planned delivery date declared by the SELLER shall not be in any way treated or taken as having substituted the original Delivery Date as defined in Article VII. The BUYER's aforesaid right for liquidated damages and to cancel or rescind this Contract shall be accrued, operated or exercised only to the extent as described in Paragraph 1(a), 1(b) and/or 1(c) of Article III. In whatever circumstances, the Delivery Date as defined in Article VII (not the newly planned delivery date as declared by the SELLER) shall be used to regulate, as so described in Paragraph 1 (a), 1(b) and/or 1(c) of Article III, the BUYER's right for liquidated damages and to rescind this Contract and the SELLER's liability to pay the aforesaid liquidated damages resulting from the delay in delivery of the VESSEL.
2. INSUFFICIENT SPEED
(a) The Contract Price of the VESSEL shall not be affected nor changed by
reason of the actual speed (as determined by the Trial Run after correction according to the Specifications) being less than three tenths (3/10) of one knot below the guaranteed speed as specified in Paragraph 4 of Article I of this Contract.
(b) However, commencing with and including a deficiency of three tenths (3/10)
of one knot in actual speed (as determined by the Trial Run after correction according to the Specifications) below the guaranteed speed as specified in Paragraph 4, Article I of this Contract, the Contract Price shall be reduced as follows:
In case of deficiency
at or above 0.30 but below 0.40 knot US$ _________ at or above 0.40 but below 0.50 knot US$ _________ at or above 0.50 but below 0.60 knot US$ _________ at or above 0.60 but below 0.70 knot US$ _________ at or above 0.70 but below 0.80 knot US$ _________ at or above 0.80 but below 0.90 knot US$ _________ at or above 0.90 but below 1.00 knot US$ _________
(c) If the deficiency in actual speed (as determined by the Trial Run after
correction according to the Specifications) of the VESSEL upon the Trial Run, is more than 1.00 knot below the guaranteed speed of _____ knots, then the BUYER may at its option reject the VESSEL and rescind this Contract in accordance with provisions of Article X of this Contract, or may accept the
Date: _th ________, 200_
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