Hire. The Contractor will hire the Plant to the Purchaser for the Rental Period pursuant to Task Orders, subject to this contract. When during the Term the Purchaser decides to hire ▇▇▇▇▇, it may issue a Task Order to the Contractor if the Contractor is identified in the Appendix as the preferred supplier. If the Contractor is not the preferred supplier, the Purchaser may issue a Task Order to the Contractor if the Purchaser is satisfied that the preferred supplier (and any substitute suppliers ranked ahead of the Contractor in the competition leading to award of this contract) will be unable to perform the Task Order. The Purchaser may make this determination on the basis that the preferred supplier and any higher-ranked substitute suppliers have failed to confirm (within the time allowed by the Purchaser) that they will perform the Task Order. Further, for the avoidance of doubt, where the Contractor is a substitute supplier (of whatever rank) and is issued a Task Order in the manner outlined herein the Contractor shall complete the hire identified in the Task Order (subject to any termination or modification by the Purchaser) notwithstanding; (a) that the Contractor who is the preferred supplier (or a substitute supplier of a higher rank) subsequently becomes available, able or willing to perform the Task Order during the course of the works or (b) there is a temporary pause, break or delay in the undertaking of the specific works for whatever reason. Delivery of the Plant shall be in accordance with the Task Order. The Purchaser must pay the Rental Payment to the Contractor as calculated below. Where plant/machinery is being hired with a driver, the Contractor is required to produce a current Tax Clearance Certification or eTax Clearance Certificate from the Revenue Commissioners and comply with the RCT systems that were introduced on the 1st of January 2012. For further details on this system please log on to ▇▇▇.▇▇▇▇▇▇▇.▇▇. The Purchaser may seek and retain a copy of identification or record and retain relevant details from documentary evidence given by any sub-contractor engaged on a relevant contract. This may take the form of a copy of a current driver’s license or passport or in the case of a company or partnership the identification may belong to a director or partner. Save for clause 4.5 below, payment will be made at the rates Rental Rates. Purchaser operate a core time 39-hour, 5-day week. Payment for time worked will only be made on the basis of the Purchaser’s time records of hours/days worked and not on the Contractor’s own time sheets. No allowance will be made for Church Holidays, Bank Holidays, Annual Holidays or other Holidays recognised by Purchaser. Fuelling of plant is not permitted during working hours, and no payment is due for fuelling time. The Contractor’s invoice shall show the following information: The Contractors' name and address The Contractors' VAT Registration Number Invoice number and date The Purchaser order number The Request for Tender reference number from the Supplygov system Product Name, Plant type, and product ID Hours worked and Price Litres of fuel consumed and fuel type for each Plant type contracted (set out as "Litres of [Fuel Type] consumed") Prior to invoicing, the Purchaser may require Contractors to submit periodic (e.g. weekly or monthly) statements of materials/services provided during the period, for the purpose of certification. A number of the Purchaser only pay via Electronic Fund Transfer and the remittance is sent to Contractor via email. In addition to set-off rights at law, the Purchaser may deduct any amount claimed against the Contractor and may make any deduction on account of tax required by law or Revenue Commissioners practice. In addition to the Rental Payment, the Purchaser must pay the Contractor (or the Revenue Commissioners according to law or their practice) any value-added tax on the supply under this contract.
Appears in 1 contract
Sources: Plant Hire Contract
Hire. The Contractor will hire the Plant to the Purchaser for the Rental Period Period, pursuant to Task Orders, subject to this contract. When during the Term the Purchaser decides to hire ▇▇▇▇▇, it may issue a Task Order to the Contractor if the Contractor is identified in the Appendix as the preferred supplier. If the Contractor is not the preferred supplier, the Purchaser may issue a Task Order to the Contractor if the Purchaser is satisfied that the preferred supplier (and any substitute suppliers ranked ahead of the Contractor in the competition leading to award of this contract) will be unable to perform the Task Order. The Purchaser may make this determination on the basis that the preferred supplier and any higher-ranked substitute suppliers have failed to confirm (within the time allowed by the Purchaser) that they will perform the Task Order. Further, for the avoidance of doubt, where the Contractor is a substitute supplier (of whatever rank) and is issued a Task Order in the manner outlined herein the Contractor shall complete the hire identified in the Task Order (subject to any termination or modification by the Purchaser) notwithstanding; (a) that the Contractor who is the preferred supplier (or a substitute supplier of a higher rank) subsequently becomes available, able or willing to perform the Task Order during the course of the works or (b) there is a temporary pause, break or delay in the undertaking of the specific works for whatever reason. Delivery of the Plant shall be in accordance with the Task Order. The Purchaser must pay the Rental Payment to the Contractor as calculated below. Where plant/machinery is being hired with a driver, the Contractor is required to produce a current Tax Clearance Certification or eTax Clearance Certificate from the Revenue Commissioners and comply with the RCT systems that were introduced on the 1st of January 2012. For further details on this system please log on to ▇▇▇.▇▇▇▇▇▇▇.▇▇. The Purchaser may seek and retain a copy of identification or record and retain relevant details from documentary evidence given by any sub-contractor engaged on a relevant contract. This may take the form of a copy of a current driver’s license or passport or in the case of a company or partnership the identification may belong to a director or partner. Save for clause 4.5 below, payment will be made at the rates Rental Rates. Purchaser operate a core time 39-hour, 5-day week. Payment for time worked will only be made on the basis of the Purchaser’s time records of hours/days worked and not on the Contractor’s own time sheets. No allowance will be made for Church Holidays, Bank Holidays, Annual Holidays or other Holidays recognised by Purchaser. Fuelling of plant is not permitted during working hours, and no payment is due for fuelling time. The Contractor’s invoice shall show the following information: The Contractors' name and address The Contractors' VAT Registration Number Invoice number and date The Purchaser order number The Request for Tender reference number from the Supplygov system Product Name, Plant type, and product ID Hours worked and Price Litres of fuel consumed and fuel type for each Plant type contracted (set out as "Litres of [Fuel Type] consumed") Prior to invoicing, the Purchaser may require Contractors to submit periodic (e.g. weekly or monthly) statements of materials/services provided during the period, for the purpose of certification. A number of the Purchaser only pay via Electronic Fund Transfer and the remittance is sent to Contractor via email. In addition to set-off rights at law, the Purchaser may deduct any amount claimed against the Contractor and may make any deduction on account of tax required by law or Revenue Commissioners practice. In addition to the Rental Payment, the Purchaser must pay the Contractor (or the Revenue Commissioners according to law or their practice) any value-added tax on the supply under this contract.
Appears in 1 contract
Sources: Plant Hire Contract
Hire. The Contractor will hire the Plant to the Purchaser for the Rental Period pursuant to Task Orders, subject to this contract. When during the Term the Purchaser decides to hire ▇▇▇▇▇, it may issue a Task Order to the Contractor if the Contractor is identified in the Appendix as the preferred supplier. If the Contractor is not the preferred supplier, the Purchaser may issue a Task Order to the Contractor if the Purchaser is satisfied that the preferred supplier (and any substitute suppliers ranked ahead of the Contractor in the competition leading to award of this contract) will be unable to perform the Task Order. The Purchaser may make this determination on the basis that the preferred supplier and any higher-ranked substitute suppliers have failed to confirm (within the time allowed by the Purchaser) that they will perform the Task Order. Further, for the avoidance of doubt, where the Contractor is a substitute supplier (of whatever rank) and is issued a Task Order in the manner outlined herein the Contractor shall complete the hire identified in the Task Order (subject to any termination or modification by the Purchaser) notwithstanding; (a) that the Contractor who is the preferred supplier (or a substitute supplier of a higher rank) subsequently becomes available, able or willing to perform the Task Order during the course In consideration of the works or (b) there is a temporary pauseOwners' agreement to charter the Vessel to the Charterers pursuant to the terms hereof, break or delay in the undertaking Charterers agree to pay to the Owners on each and every Hire Payment Date throughout the Charter Period, the Hire due and payable as of the specific works for whatever reason. Delivery of the Plant shall be each such Hire Payment Date in accordance with the Task Order. The Purchaser must pay terms of this Charter, save that the Rental Payment Hire for the first Hire Period shall either be:
(i) paid by the Charterers no later than five (5) Business Days prior to the Contractor as calculated below. Where plant/machinery is being hired Actual Delivery Date; or
(ii) if not paid by the Charterers in accordance with a driversub-paragraph (a)(i) above, then set-off, on the Contractor is required to produce a current Tax Clearance Certification or eTax Clearance Certificate Actual Delivery Date, against the amount of the Actual Owners' Costs due from the Revenue Commissioners Owners (as buyers) to the Charterers (as sellers) pursuant to and comply in accordance with clause 3.3 (Hire and partial set-off of Reimbursement Instalment) of the RCT systems that were introduced MOA.
(b) Save for the Hire for the first Hire Period (which shall either be paid or set-off (as applicable) on the 1st applicable date in accordance with paragraph (a) above), all payments of January 2012. For further details Hire shall be paid in advance on each Hire Payment Date (Beijing time) (in respect of which time is of the essence).
(c) Any payment provided herein due on any day which is not a Business Day shall be payable on the immediately following Business Day.
(d) All payments under this system please log on Charter shall be made to ▇▇▇.the following account (or such other account as the Owners may after the date of this Agreement from time to time upon reasonable notice notify the Charterers) for credit to the account of the Owners: Beneficiary: Hai Jiao 1607 Limited Account Number: [•] Beneficiary Bank Name: Industrial and Commercial Bank of China Limited, Singapore Branch Beneficiary Bank SWIFT: ICBKSGSG Intermediary Bank: JPMorgan Chase Bank, NY Intermediary Bank Swift: ▇▇▇▇▇▇▇▇
(e) Following delivery of the Vessel to, and acceptance by, the Charterers under this Charter, the Charterers' obligation to pay Hire in accordance with this Clause 40 shall be absolute irrespective of any contingency whatsoever including but not limited to:
(i) any set-off (save as permitted under paragraph (a) above), counterclaim, recoupment, defence or other right which the Charterers may have against the Owners, the Finance Parties or any other third party;
(ii) any unavailability of the Vessel, for any reason, including but not limited to seaworthiness, condition, design, operation, merchantability or fitness for use or purpose of the Vessel or any apparent or latent defects in the Vessel or its machinery and equipment or the ineligibility of the Vessel for any particular use or trade or for registration of documentation under the laws of any relevant jurisdiction or lack of registration or the absence or withdrawal of any consent required under the applicable law of any relevant jurisdiction for the ownership, chartering, use or operation of the Vessel or any damage to the Vessel;
(iii) any failure or delay on the part of either party to this Charter, whether with or without fault on its part, in performing or complying with any of the terms, conditions or other provisions of this Charter;
(iv) any insolvency, bankruptcy, reorganisation, arrangement, readjustment of debt, dissolution, administration, liquidation or similar proceedings by or against the Owners or the Charterers or any change in the constitution of the Owners or the Charterers;
(v) any invalidity or unenforceability or lack of due authorisation of or any defect in this Charter;
(vi) any other cause which would but for this provision have the effect of terminating or in any way affecting the obligations of the Charterers hereunder, it being the intention of the parties that the provisions of this Clause 40, and the obligation of the Charterers to pay Hire and make any payments under this Charter, shall (save as expressly provided in this Clause 40) survive any frustration and that, save as expressly provided in this Charter, no moneys paid under this Charter by the Charterers to the Owners shall in any event or circumstance be repayable to the Charterers.▇▇. The Purchaser may seek
(f) All payments of Hire and retain all other Unpaid Sums to the Owners pursuant to this Charter and the other relevant Transaction Documents shall be made in immediately available funds in US Dollars, free and clear of, and without deduction for or on account of, any Taxes (other than a copy of identification or record and retain relevant details from documentary evidence given FATCA Deduction).
(g) In the event that the Charterers are required by any law or regulation to make any deduction or withholding (other than a FATCA Deduction) on account of any taxes which arise as a consequence of any payment due under this Charter, then:
(i) the Charterers shall notify the Owners promptly after they become aware of such requirement;
(ii) the Charterers shall remit the amount of such taxes to the appropriate taxation authority within three (3) Business Days or any other applicable shorter time limits and in any event prior to the date on which penalties attach thereto; and
(iii) such payment shall be increased by such amount as may be necessary to ensure that the Owners receive a net amount which, after deducting or withholding such taxes, is equal to the full amount which the Owners would have received had such payment not been subject to such taxes.
(h) The Charterers shall forward to the Owners evidence reasonably satisfactory to the Owners that any such taxes have been remitted to the appropriate taxation authority within thirty (30) days of the expiry of any time limit within which such taxes must be so remitted or, if earlier, the date on which such taxes are so remitted.
(i) Subject to sub-contractor engaged paragraph (a)(i) of Clause 51 (Termination Events), if the Charterers fail to pay any amount payable by it under a Transaction Document on its due date, interest shall accrue on a daily basis on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which is five per cent. (5.00%) per annum over the amount of such Unpaid Sum for the period of such non-payment. Any interest accruing under this paragraph (i) shall be immediately payable by the Charterers on demand by the Owners. Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each period selected by the Owners but will remain immediately due and payable.
(j) In the event that this Charter is terminated for whatever reason, the Charterers' obligation to pay Hire and such other Unpaid Sum which (in each case) has accrued due before, and which remains unpaid, at the date of such termination shall continue notwithstanding such termination.
(k) In the event that it becomes unlawful or it is prohibited for either the Owners or the Charterers to charter the Vessel pursuant to this Charter, then the Owners and Charterers, if such new or changed law or regulation or such interpretation or application permit, shall notify the other party of the relevant contractevent and negotiate in good faith for a period of thirty (30) days (or such longer period as may be agreed by the Owners (acting reasonably)) from the date of the receipt of the relevant notice by the other party to agree an alternative. This If such agreement is not reached within such thirty (30)-day or longer period, the Charterers agree that, in such circumstances, the Owners shall have the right to terminate this Charter by delivering to the Charterers a Termination Notice specifying a Termination Payment Date that falls, to the extent permitted by law, no earlier than thirty (30) days after the date of such Termination Notice, whereupon the Charterers shall be obliged to pay to the Owners the Early Termination Amount in accordance with paragraph (d) of Clause 51 (Termination Events) and/or such other terms and conditions as may take be specified in such Termination Notice.
(l) Subject to paragraph (n) below, the form Charterers shall, within three (3) Business Days of a copy demand by the Owners, pay to the Owners the amount of any Increased Costs incurred by the Owners as a current driver’s license result of (i) the introduction of or passport any change in (or in the case interpretation, administration or application of) any law or regulation made after the date of this Charter, or (ii) compliance with any law or regulation made after the date of this Charter, or (iii) the implementation or application of or compliance with Basel III, CRR or CRD-IV or any other law or regulation which implements Basel III, CRR or CRD-IV (whether such implementation, application or compliance is by a company government, regulator or partnership the identification may belong to a director or partner. Save for clause 4.5 below, payment will be Owners) made at after the rates Rental Rates. Purchaser operate a core time 39-hour, 5-day week. Payment for time worked will only be made on the basis date of the Purchaser’s time records of hours/days worked and not on the Contractor’s own time sheets. No allowance will be made for Church Holidays, Bank Holidays, Annual Holidays or other Holidays recognised by Purchaser. Fuelling of plant is not permitted during working hours, and no payment is due for fuelling time. The Contractor’s invoice shall show the following information: The Contractors' name and address The Contractors' VAT Registration Number Invoice number and date The Purchaser order number The Request for Tender reference number from the Supplygov system Product Name, Plant type, and product ID Hours worked and Price Litres of fuel consumed and fuel type for each Plant type contracted (set out as "Litres of [Fuel Type] consumed") Prior to invoicing, the Purchaser may require Contractors to submit periodic (e.g. weekly or monthly) statements of materials/services provided during the period, for the purpose of certification. A number of the Purchaser only pay via Electronic Fund Transfer and the remittance is sent to Contractor via emailthis Charter. In addition to set-off rights at law, the Purchaser may deduct any amount claimed against the Contractor and may make any deduction on account of tax required by law or Revenue Commissioners practice. In addition to the Rental Payment, the Purchaser must pay the Contractor (or the Revenue Commissioners according to law or their practice) any value-added tax on the supply under this contract.Clause:
Appears in 1 contract
Hire. The Contractor will hire the Plant to the Purchaser for the Rental Period pursuant to Task Orders, subject to this contract. When during the Term the Purchaser decides to hire ▇▇▇▇▇, it may issue a Task Order to the Contractor if the Contractor is identified in the Appendix as the preferred supplier. If the Contractor is not the preferred supplier, the Purchaser may issue a Task Order to the Contractor if the Purchaser is satisfied that the preferred supplier (and any substitute suppliers ranked ahead of the Contractor in the competition leading to award of this contract) will be unable to perform the Task Order. The Purchaser may make this determination on the basis that the preferred supplier and any higher-ranked substitute suppliers have failed to confirm (within the time allowed by the Purchaser) that they will perform the Task Order. Further, for the avoidance of doubt, where the Contractor is a substitute supplier (of whatever rank) and is issued a Task Order in the manner outlined herein the Contractor shall complete the hire identified in the Task Order (subject to any termination or modification by the Purchaser) notwithstanding; (a) that Time Charterer shall pay for the Contractor who is the preferred supplier (or a substitute supplier of a higher rank) subsequently becomes available, able or willing to perform the Task Order during the course use and hire of the works or Vessels via the five (5) components of hire set forth in Schedule 1 hereto (“Basic Hire,” “Management Hire,” “Charter Hire,” “Reimbursement Hire,” and “Supplemental Hire” collectively, and as described and adjusted over time pursuant to Schedule 1 and Section 10, “Hire”).
(b) there is a temporary pause, break or delay in the undertaking Each payment of the specific works for whatever reason. Delivery of the Plant Basic Hire shall be in accordance with made by Time Charterer monthly on or before the Task Order. The Purchaser must pay the Rental Payment to the Contractor as calculated below. Where plant/machinery is being hired with a driver, the Contractor times and dates Demise Owner is required to produce a current Tax Clearance Certification make such payments under the Bareboat Charter. Payments of Basic Hire made by Time Charterer directly to Owner by wire transfer to the account of Owner designated in Section 4(b) of the Bareboat Charter or eTax Clearance Certificate from as Owner may otherwise direct in writing, and shall constitute payment by Time Charterer of such amounts to Demise Owner under this Time Charter.
(c) Upon execution of this Agreement and no fewer than five (5) Business Days prior to the Revenue Commissioners first of each month thereafter, Demise Owner shall invoice Time Charterer for Management Hire, Charter Hire and comply with Reimbursement Hire for the RCT systems that were introduced on the 1st of January 2012. For further details on this system please log on to ▇▇▇.▇▇▇▇▇▇▇.▇▇. The Purchaser may seek and retain a copy of identification or record and retain relevant details from documentary evidence given by any sub-contractor engaged on a relevant contract. This may take the form of a copy of a current driver’s license or passport upcoming month (or in the case of a company the first Monthly Funding Request the invoice shall be issued upon execution of the Agreement and shall cover the period through the month in which this Agreement is executed). Time Charterer shall pay Demise Owner all Management Hire, Charter Hire, and Reimbursement Hire then due upon receipt of such invoice. All payments of Management Hire, Charter Hire, and Reimbursement Hire shall be payable by Time Charterer to Demise Owner by ACH or partnership the identification may belong wire transfer to a director or partnerdeposit account established by Demise Owner at ▇▇▇▇▇ Fargo Bank, National Association (“Account Bank”) which account is to be subject to a deposit account control agreement with the Account Bank in favor of the Collateral Agent as assignee of Owner pursuant to the Principal Documents (the “Control Account”). Save for clause 4.5 below, payment will The Control Account shall be made at interest bearing and the rates Rental Rates. Purchaser operate a core time 39-hour, 5-day week. Payment for time worked will only be made interest earned on the basis balance of the Purchaser’s time records Control Account shall be accounted on a monthly basis as a credit to Time Charterer under Section 10 except for the portion of hours/days worked and not on any balance remaining in the Contractor’s own time sheetsControl Account derived from Management Hire. No allowance will be made for Church HolidaysIn the event the Account Bank ceases to offer an interest bearing Control Account, the Demise Owner shall replace the Account Bank Holidays, Annual Holidays or other Holidays recognised with a replacement account bank offering an interest bearing Control Account if requested by Purchaser. Fuelling of plant is not permitted during working hoursTime Charterer, and no payment is due for fuelling time. The Contractor’s invoice shall show the following information: The Contractors' name and address The Contractors' VAT Registration Number Invoice number and date The Purchaser order number The Request for Tender reference number from the Supplygov system Product Name, Plant type, and product ID Hours worked and Price Litres of fuel consumed and fuel type for each Plant type contracted (set out as "Litres of [Fuel Type] consumed") Prior subject to invoicing, the Purchaser may require Contractors to submit periodic (e.g. weekly or monthly) statements of materials/services provided during the period, for the purpose of certification. A number of the Purchaser only pay via Electronic Fund Transfer commercial availability and the remittance is sent consent of Owner, not to Contractor via email. In addition to set-off rights at law, the Purchaser may deduct any amount claimed against the Contractor and may make any deduction on account of tax required by law or Revenue Commissioners practice. In addition to the Rental Payment, the Purchaser must pay the Contractor (or the Revenue Commissioners according to law or their practice) any value-added tax on the supply under this contractbe unreasonably withheld.
Appears in 1 contract
Sources: Time Charter Agreement (Mosaic Co)
Hire. The Contractor will hire (a) In consideration of the Plant Owners' agreement to charter the Vessel to the Purchaser Charterers pursuant to the terms hereof, the Charterers agree to pay to the Owners on each and every Hire Payment Date throughout the Charter Period, the Hire due and payable as of each such Hire Payment Date in accordance with the terms of this Charter, save that the Hire for the Rental first Hire Period shall either be:
(i) paid by the Charterers no later than five (5) Business Days prior to the Actual Delivery Date; or
(ii) if not paid by the Charterers in accordance with sub-paragraph (a)(i) above, then set-off, on the Actual Delivery Date, against the amount of the Actual Owners' Costs due from the Owners (as buyers) to the Charterers (as sellers) pursuant to Task Ordersand in accordance with clause 3.3 (Hire and partial set-off of Reimbursement Instalment) of the MOA.
(b) Save for the Hire for the first Hire Period (which shall either be paid or set-off (as applicable) on the applicable date in accordance with paragraph (a) above), subject all payments of Hire shall be paid in advance on each Hire Payment Date (Beijing time) (in respect of which time is of the essence).
(c) Any payment provided herein due on any day which is not a Business Day shall be payable on the immediately following Business Day.
(d) All payments under this Charter shall be made to the following account (or such other account as the Owners may after the date of this contract. When during Agreement from time to time upon reasonable notice notify the Term Charterers) for credit to the Purchaser decides to hire account of the Owners: Beneficiary: Hai Jiao 1606 Limited Account Number: 0103020002000444208 Beneficiary Bank Name: Industrial and Commercial Bank of China Limited, Singapore Branch Beneficiary Bank SWIFT: ICBKSGSG Intermediary Bank: JPMorgan Chase Bank, NY Intermediary Bank Swift: CHA▇▇▇▇▇
(e) Following delivery of the Vessel to, it may issue a Task Order to the Contractor if the Contractor is identified in the Appendix as the preferred supplier. If the Contractor is not the preferred supplierand acceptance by, the Purchaser may issue a Task Order Charterers under this Charter, the Charterers' obligation to the Contractor if the Purchaser is satisfied that the preferred supplier pay Hire in accordance with this Clause 40 shall be absolute irrespective of any contingency whatsoever including but not limited to:
(and i) any substitute suppliers ranked ahead of the Contractor in the competition leading to award of this contract) will be unable to perform the Task Order. The Purchaser may make this determination on the basis that the preferred supplier and any higherset-ranked substitute suppliers have failed to confirm off (within the time allowed by the Purchaser) that they will perform the Task Order. Further, for the avoidance of doubt, where the Contractor is a substitute supplier (of whatever rank) and is issued a Task Order in the manner outlined herein the Contractor shall complete the hire identified in the Task Order (subject to any termination or modification by the Purchaser) notwithstanding; save as permitted under paragraph (a) above), counterclaim, recoupment, defence or other right which the Charterers may have against the Owners, the Finance Parties or any other third party;
(ii) any unavailability of the Vessel, for any reason, including but not limited to seaworthiness, condition, design, operation, merchantability or fitness for use or purpose of the Vessel or any apparent or latent defects in the Vessel or its machinery and equipment or the ineligibility of the Vessel for any particular use or trade or for registration of documentation under the laws of any relevant jurisdiction or lack of registration or the absence or withdrawal of any consent required under the applicable law of any relevant jurisdiction for the ownership, chartering, use or operation of the Vessel or any damage to the Vessel;
(iii) any failure or delay on the part of either party to this Charter, whether with or without fault on its part, in performing or complying with any of the terms, conditions or other provisions of this Charter;
(iv) any insolvency, bankruptcy, reorganisation, arrangement, readjustment of debt, dissolution, administration, liquidation or similar proceedings by or against the Owners or the Charterers or any change in the constitution of the Owners or the Charterers;
(v) any invalidity or unenforceability or lack of due authorisation of or any defect in this Charter;
(vi) any other cause which would but for this provision have the effect of terminating or in any way affecting the obligations of the Charterers hereunder, it being the intention of the parties that the Contractor who is provisions of this Clause 40, and the preferred supplier (or a substitute supplier of a higher rank) subsequently becomes available, able or willing to perform the Task Order during the course obligation of the works Charterers to pay Hire and make any payments under this Charter, shall (save as expressly provided in this Clause 40) survive any frustration and that, save as expressly provided in this Charter, no moneys paid under this Charter by the Charterers to the Owners shall in any event or circumstance be repayable to the Charterers.
(bf) there All payments of Hire and all other Unpaid Sums to the Owners pursuant to this Charter and the other relevant Transaction Documents shall be made in immediately available funds in US Dollars, free and clear of, and without deduction for or on account of, any Taxes (other than a FATCA Deduction).
(g) In the event that the Charterers are required by any law or regulation to make any deduction or withholding (other than a FATCA Deduction) on account of any taxes which arise as a consequence of any payment due under this Charter, then:
(i) the Charterers shall notify the Owners promptly after they become aware of such requirement;
(ii) the Charterers shall remit the amount of such taxes to the appropriate taxation authority within three (3) Business Days or any other applicable shorter time limits and in any event prior to the date on which penalties attach thereto; and
(iii) such payment shall be increased by such amount as may be necessary to ensure that the Owners receive a net amount which, after deducting or withholding such taxes, is a temporary pause, break or delay in equal to the undertaking full amount which the Owners would have received had such payment not been subject to such taxes.
(h) The Charterers shall forward to the Owners evidence reasonably satisfactory to the Owners that any such taxes have been remitted to the appropriate taxation authority within thirty (30) days of the specific works expiry of any time limit within which such taxes must be so remitted or, if earlier, the date on which such taxes are so remitted.
(i) Subject to sub-paragraph (a)(i) of Clause 51 (Termination Events), if the Charterers fail to pay any amount payable by it under a Transaction Document on its due date, interest shall accrue on a daily basis on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which is five per cent. (5.00%) per annum over the amount of such Unpaid Sum for the period of such non-payment. Any interest accruing under this paragraph (i) shall be immediately payable by the Charterers on demand by the Owners. Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each period selected by the Owners but will remain immediately due and payable.
(j) In the event that this Charter is terminated for whatever reason. Delivery , the Charterers' obligation to pay Hire and such other Unpaid Sum which (in each case) has accrued due before, and which remains unpaid, at the date of such termination shall continue notwithstanding such termination.
(k) In the event that it becomes unlawful or it is prohibited for either the Owners or the Charterers to charter the Vessel pursuant to this Charter, then the Owners and Charterers, if such new or changed law or regulation or such interpretation or application permit, shall notify the other party of the Plant relevant event and negotiate in good faith for a period of thirty (30) days (or such longer period as may be agreed by the Owners (acting reasonably)) from the date of the receipt of the relevant notice by the other party to agree an alternative. If such agreement is not reached within such thirty (30)-day or longer period, the Charterers agree that, in such circumstances, the Owners shall have the right to terminate this Charter by delivering to the Charterers a Termination Notice specifying a Termination Payment Date that falls, to the extent permitted by law, no earlier than thirty (30) days after the date of such Termination Notice, whereupon the Charterers shall be obliged to pay to the Owners the Early Termination Amount in accordance with paragraph (d) of Clause 51 (Termination Events) and/or such other terms and conditions as may be specified in such Termination Notice.
(l) Subject to paragraph (n) below, the Task Order. The Purchaser must Charterers shall, within three (3) Business Days of a demand by the Owners, pay the Rental Payment to the Contractor Owners the amount of any Increased Costs incurred by the Owners as calculated below. Where plant/machinery is being hired with a driver, result of (i) the Contractor is required to produce a current Tax Clearance Certification introduction of or eTax Clearance Certificate from the Revenue Commissioners and comply with the RCT systems that were introduced on the 1st of January 2012. For further details on this system please log on to ▇▇▇.▇▇▇▇▇▇▇.▇▇. The Purchaser may seek and retain a copy of identification or record and retain relevant details from documentary evidence given by any sub-contractor engaged on a relevant contract. This may take the form of a copy of a current driver’s license or passport change in (or in the case interpretation, administration or application of) any law or regulation made after the date of this Charter, or (ii) compliance with any law or regulation made after the date of this Charter, or (iii) the implementation or application of or compliance with Basel III, CRR or CRD-IV or any other law or regulation which implements Basel III, CRR or CRD-IV (whether such implementation, application or compliance is by a company government, regulator or partnership the identification may belong to a director or partner. Save for clause 4.5 below, payment will be Owners) made at after the rates Rental Rates. Purchaser operate a core time 39-hour, 5-day week. Payment for time worked will only be made on the basis date of the Purchaser’s time records of hours/days worked and not on the Contractor’s own time sheets. No allowance will be made for Church Holidays, Bank Holidays, Annual Holidays or other Holidays recognised by Purchaser. Fuelling of plant is not permitted during working hours, and no payment is due for fuelling time. The Contractor’s invoice shall show the following information: The Contractors' name and address The Contractors' VAT Registration Number Invoice number and date The Purchaser order number The Request for Tender reference number from the Supplygov system Product Name, Plant type, and product ID Hours worked and Price Litres of fuel consumed and fuel type for each Plant type contracted (set out as "Litres of [Fuel Type] consumed") Prior to invoicing, the Purchaser may require Contractors to submit periodic (e.g. weekly or monthly) statements of materials/services provided during the period, for the purpose of certification. A number of the Purchaser only pay via Electronic Fund Transfer and the remittance is sent to Contractor via emailthis Charter. In addition to set-off rights at law, the Purchaser may deduct any amount claimed against the Contractor and may make any deduction on account of tax required by law or Revenue Commissioners practice. In addition to the Rental Payment, the Purchaser must pay the Contractor (or the Revenue Commissioners according to law or their practice) any value-added tax on the supply under this contract.Clause:
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Hire. The Contractor will hire (a) In consideration of the Plant Owners' agreement to charter the Vessel to the Purchaser Charterers pursuant to the terms hereof, the Charterers agree to pay to the Owners on each and every Hire Payment Date throughout the Charter Period, the Hire due and payable as of each such Hire Payment Date in accordance with the terms of this Charter, save that the Hire for the Rental first Hire Period shall either be:
(i) paid by the Charterers no later than five (5) Business Days prior to the Actual Delivery Date; or
(ii) if not paid by the Charterers in accordance with sub-paragraph (a)(i) above, then set-off, on the Actual Delivery Date, against the amount of the Actual Owners' Costs due from the Owners (as buyers) to the Charterers (as sellers) pursuant to Task Ordersand in accordance with clause 3.3 (Hire and partial set-off of Reimbursement Instalment) of the MOA.
(b) Save for the Hire for the first Hire Period (which shall either be paid or set-off (as applicable) on the applicable date in accordance with paragraph (a) above), subject all payments of Hire shall be paid in advance on each Hire Payment Date (Beijing time) (in respect of which time is of the essence).
(c) Any payment provided herein due on any day which is not a Business Day shall be payable on the immediately following Business Day.
(d) All payments under this Charter shall be made to the following account (or such other account as the Owners may after the date of this contract. When during Agreement from time to time upon reasonable notice notify the Term Charterers) for credit to the Purchaser decides to hire account of the Owners: Beneficiary: Hai Jiao 1605 Limited Account Number: 0103020002000444057 Beneficiary Bank Name: Industrial and Commercial Bank of China Limited, Singapore Branch Beneficiary Bank SWIFT: ICBKSGSG Intermediary Bank: JPMorgan Chase Bank, NY Intermediary Bank Swift: CHA▇▇▇▇▇
(e) Following delivery of the Vessel to, it may issue a Task Order to the Contractor if the Contractor is identified in the Appendix as the preferred supplier. If the Contractor is not the preferred supplierand acceptance by, the Purchaser may issue a Task Order Charterers under this Charter, the Charterers' obligation to the Contractor if the Purchaser is satisfied that the preferred supplier pay Hire in accordance with this Clause 40 shall be absolute irrespective of any contingency whatsoever including but not limited to:
(and i) any substitute suppliers ranked ahead of the Contractor in the competition leading to award of this contract) will be unable to perform the Task Order. The Purchaser may make this determination on the basis that the preferred supplier and any higherset-ranked substitute suppliers have failed to confirm off (within the time allowed by the Purchaser) that they will perform the Task Order. Further, for the avoidance of doubt, where the Contractor is a substitute supplier (of whatever rank) and is issued a Task Order in the manner outlined herein the Contractor shall complete the hire identified in the Task Order (subject to any termination or modification by the Purchaser) notwithstanding; save as permitted under paragraph (a) above), counterclaim, recoupment, defence or other right which the Charterers may have against the Owners, the Finance Parties or any other third party;
(ii) any unavailability of the Vessel, for any reason, including but not limited to seaworthiness, condition, design, operation, merchantability or fitness for use or purpose of the Vessel or any apparent or latent defects in the Vessel or its machinery and equipment or the ineligibility of the Vessel for any particular use or trade or for registration of documentation under the laws of any relevant jurisdiction or lack of registration or the absence or withdrawal of any consent required under the applicable law of any relevant jurisdiction for the ownership, chartering, use or operation of the Vessel or any damage to the Vessel;
(iii) any failure or delay on the part of either party to this Charter, whether with or without fault on its part, in performing or complying with any of the terms, conditions or other provisions of this Charter;
(iv) any insolvency, bankruptcy, reorganisation, arrangement, readjustment of debt, dissolution, administration, liquidation or similar proceedings by or against the Owners or the Charterers or any change in the constitution of the Owners or the Charterers;
(v) any invalidity or unenforceability or lack of due authorisation of or any defect in this Charter;
(vi) any other cause which would but for this provision have the effect of terminating or in any way affecting the obligations of the Charterers hereunder, it being the intention of the parties that the Contractor who is provisions of this Clause 40, and the preferred supplier (or a substitute supplier of a higher rank) subsequently becomes available, able or willing to perform the Task Order during the course obligation of the works or Charterers to pay Hire and make any payments under this Charter, shall (bsave as expressly provided in this Clause 40) there is a temporary pausesurvive any frustration and that, break or delay save as expressly provided in this Charter, no moneys paid under this Charter by the undertaking of the specific works for whatever reason. Delivery of the Plant shall be in accordance with the Task Order. The Purchaser must pay the Rental Payment Charterers to the Contractor as calculated below. Where plant/machinery is being hired with a driver, the Contractor is required to produce a current Tax Clearance Certification Owners shall in any event or eTax Clearance Certificate from the Revenue Commissioners and comply with the RCT systems that were introduced on the 1st of January 2012. For further details on this system please log on to ▇▇▇.▇▇▇▇▇▇▇.▇▇. The Purchaser may seek and retain a copy of identification or record and retain relevant details from documentary evidence given by any sub-contractor engaged on a relevant contract. This may take the form of a copy of a current driver’s license or passport or in the case of a company or partnership the identification may belong to a director or partner. Save for clause 4.5 below, payment will circumstance be made at the rates Rental Rates. Purchaser operate a core time 39-hour, 5-day week. Payment for time worked will only be made on the basis of the Purchaser’s time records of hours/days worked and not on the Contractor’s own time sheets. No allowance will be made for Church Holidays, Bank Holidays, Annual Holidays or other Holidays recognised by Purchaser. Fuelling of plant is not permitted during working hours, and no payment is due for fuelling time. The Contractor’s invoice shall show the following information: The Contractors' name and address The Contractors' VAT Registration Number Invoice number and date The Purchaser order number The Request for Tender reference number from the Supplygov system Product Name, Plant type, and product ID Hours worked and Price Litres of fuel consumed and fuel type for each Plant type contracted (set out as "Litres of [Fuel Type] consumed") Prior to invoicing, the Purchaser may require Contractors to submit periodic (e.g. weekly or monthly) statements of materials/services provided during the period, for the purpose of certification. A number of the Purchaser only pay via Electronic Fund Transfer and the remittance is sent to Contractor via email. In addition to set-off rights at law, the Purchaser may deduct any amount claimed against the Contractor and may make any deduction on account of tax required by law or Revenue Commissioners practice. In addition repayable to the Rental Payment, the Purchaser must pay the Contractor (or the Revenue Commissioners according to law or their practice) any value-added tax on the supply under this contractCharterers.
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Hire. The Contractor will hire (a) Charterer shall pay the Plant to the Purchaser Owner for the Rental Period pursuant use of the Vessel as Hire the monthly sum as indicated in Item (l) of the Summary, in arrears. The monthly charter hire shall be as calculated in Exhibit “A” attached hereto and incorporated herein by reference.
(b) Should the Vessel be lost or missing, Hire shall cease from the date and time when she was lost or last heard from.
(c) If Charterer shall fail to Task Orderspay any hire for more than fifteen (15) days after receiving written notice thereof, subject Owner shall have the right to withdraw the Vessel from the service of Charterer without further noting any protest and without interference by any court or any other formality whatsoever and shall without prejudice to any other claim Owner may otherwise have against Charterer under this contract. When Charter, be entitled to damages in respect of all costs, and losses incurred as a result of Charterer's default and the ensuing withdrawal of the Vessel.
(d) Any delay in payment of Hire beyond any applicable cure period shall entitle Owner to interest at the Default Rate.
(e) Charterer is responsible for all loss of operating time sustained by the Vessel during the Term of this Charter or any extension thereof, except for time lost due to (i) the Purchaser decides to negligence of Owner or that of Owner’s employees, agents, independent contractors, passengers and business invitees, or (ii) Owner’s breach of any of the terms or conditions of this Charter which are the responsibility of Owner hereunder.
(f) Charter hire ▇▇▇▇▇, it may issue a Task Order shall be Twenty-One Thousand Three Hundred Fifty-Four Dollars and 17/100 ($21,354.17) per month for twelve (12) months. The First three (3) months of charter hire shall be earned during these months but payment shall be made by Charterer according to the Contractor if the Contractor is identified in the Appendix as the preferred supplier. If the Contractor is not the preferred supplier, the Purchaser may issue a Task Order to the Contractor if the Purchaser is satisfied that the preferred supplier (and any substitute suppliers ranked ahead of the Contractor in the competition leading to award of this contract) will be unable to perform the Task Order. The Purchaser may make this determination on the basis that the preferred supplier and any higher-ranked substitute suppliers have failed to confirm (within the time allowed by the Purchaser) that they will perform the Task Order. Further, for the avoidance of doubt, where the Contractor is a substitute supplier (of whatever rank) and is issued a Task Order in the manner outlined herein the Contractor shall complete the hire identified in the Task Order (subject to any termination or modification by the Purchaser) notwithstanding; following:
(a) that If the Contractor who is Charterer sells the preferred supplier Vessel to a third party for Two Million Five Hundred Thousand Dollars ($2,500,000.00) or a substitute supplier of a higher rank) subsequently becomes availablemore, able or willing to perform charterer shall pay the Task Order during the course accrued charter hire at closing and termination of the works or charter term. In the event Charterer sells the Vessel to an unrelated third party for less than Two Million Five Hundred Thousand Dollars ($2,500,000.00), then Charterer shall have the option of paying Owner for any shortfall, that is, the difference between Two Million Five Hundred Thousand Dollars ($2,500,000.00) and the actual selling price, in twenty- four (24) equal monthly installments, with interest, at the prime rate as published in the Wall Street Journal plus 2% until the shortfall is paid in full. -OR-
(b) there is a temporary pauseIf Charterer purchases the Vessel or an affiliate of Charterer purchases the Vessel, break or delay in than the undertaking accrued but unpaid charter hire shall be paid to Owner as part of the specific works for whatever reason. Delivery of the Plant shall be in accordance with the Task Order. The Purchaser must pay the Rental Payment to the Contractor as calculated below. Where plant/machinery is being hired with a driver, the Contractor is required to produce a current Tax Clearance Certification or eTax Clearance Certificate from the Revenue Commissioners and comply with the RCT systems that were introduced on the 1st of January 2012. For further details on this system please log on to ▇▇▇.▇▇▇▇▇▇▇.▇▇. The Purchaser may seek and retain a copy of identification or record and retain relevant details from documentary evidence given by any sub-contractor engaged on a relevant contract. This may take the form of a copy of a current driver’s license or passport or in the case of a company or partnership the identification may belong to a director or partner. Save for clause 4.5 below, payment will be made at the rates Rental Rates. Purchaser operate a core time 39-hour, 5-day week. Payment for time worked will only be made on the basis of the Purchaser’s time records of hours/days worked and not on the Contractor’s own time sheets. No allowance will be made for Church Holidays, Bank Holidays, Annual Holidays or other Holidays recognised by Purchaser. Fuelling of plant is not permitted during working hours, and no payment is due for fuelling time. The Contractor’s invoice shall show the following information: The Contractors' name and address The Contractors' VAT Registration Number Invoice number and date The Purchaser order number The Request for Tender reference number from the Supplygov system Product Name, Plant type, and product ID Hours worked and Price Litres of fuel consumed and fuel type for each Plant type contracted (set out as "Litres of [Fuel Type] consumed") Prior to invoicing, the Purchaser may require Contractors to submit periodic (e.g. weekly or monthly) statements of materials/services provided during the period, purchase price for the purpose of certification. A number of the Purchaser only pay via Electronic Fund Transfer and the remittance is sent to Contractor via email. In addition to set-off rights at law, the Purchaser may deduct any amount claimed against the Contractor and may make any deduction on account of tax required by law or Revenue Commissioners practice. In addition to the Rental Payment, the Purchaser must pay the Contractor (or the Revenue Commissioners according to law or their practice) any value-added tax on the supply under this contractVessel as defined in Section 48 below.
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