Common use of Off-Hire Clause in Contracts

Off-Hire. 14.1 Off-Hire (a) On each and every occasion where the Vessel ceases to be at Customer’s disposition: (i) due to any damage, defect, breakdown, deficiency (whether partial or total) of, or accident to, the Vessel’s hull, boilers, machinery, equipment or cargo containment and handling facilities (including the Regasification Equipment, tank coatings and insulation); or (ii) due to deficiency of personnel or stores; repairs; gas-freeing or inerting for repairs; time in and waiting to enter dry dock for repairs; overhaul, maintenance or survey; collision, stranding, accident or damage to the Vessel; or any other similar cause preventing the efficient working of the Vessel; or (iii) due to industrial action, any default and/or deficiency of Owner, Contractor, the Master, officers or crew, including the failure or refusal or inability of the Master, officers and/or crew to perform the services required under this Agreement or breach of orders or neglect of duty on the part of the Master, officers or crew, whether as a result of a breach of orders or neglect of duty by, or as a consequence of illness or injury to, or labour disputes or strikes by, or refusal to sail on the part of, the Master, officers or crew, or any other dispute relating to Contractor’s wages or crew employment policy; or (iv) due to deviation for the purpose of obtaining medical advice or treatment for or landing any sick or injured Person (other than a Super-numerary or a Customer’s Personnel) or for the purpose of landing the body of any Person (other than a Customer’s Personnel); or (v) due to any delay in quarantine arising from the Master, officers or crew having had communication or interaction with the shore at any infected area without the written consent or instructions of Customer or its agents, or to any detention by customs or other authorities caused by smuggling or other infraction of local law on the part of the Master, officers, or crew; or due to detention, delay or other interference with the Vessel attributable to the Vessel carrying or having carried stowaways; or (vi) due to detention of or interference with the Vessel by authorities at home or abroad attributable to legal action against, or alleged or actual breach of regulations by the Vessel, Owner, Contractor, the Master, officers or crew (unless brought about by the act or neglect of Customer); or (vii) due to the inability of the Vessel to proceed to or enter, load, discharge, regasify LNG and leave without delay any terminal due to a failure by the Vessel to comply with Laws, regulations, physical requirements or operational practices at such terminal; or (viii) due to pre-docking and repair procedures including warming, gas freeing and inerting (other than that required for regularly Scheduled Drydocking); or (ix) due to Scheduled Drydocking and maintenance, maintaining, overhauling, repairing, painting, cleaning or drydocking the Vessel and submitting her for survey (it being understood that normal inerting, purging, gassing and cooling after regularly Scheduled Drydocking and after any drydocking following lay-up shall be on Customer’s time but that purging, gassing and cooling after unscheduled maintenance, drydocking, repairing, cleaning and painting shall be treated as lost time hereunder); waiting for any of the aforesaid purposes; proceeding to or from, and whilst at, any port or place for any of the aforesaid purposes; or (x) due to post-docking or repair procedure including inerting, purging, gassing and cooling in excess of that undertaken for normal loading; or (xi) due to damage caused by the Vessel to any loading, discharging or regasification berths or any equipment forming part thereof, such that loading or discharging of cargo or the regasification of LNG by the Vessel thereto or therefrom is prevented; or (xii) due to non-compliance by Owner, Contractor, the Master, officers or crew with any Law and international maritime conventions, including any Pollution Regulations and the ISPS Code; or (xiii) due to any alterations to the Vessel required by the Classification Society or the Registry unless the time taken is within the allowance for a Scheduled Drydocking, is undertaken during a Scheduled Drydocking and does not extend the time taken for such Scheduled Drydocking beyond the relevant allowance; or (xiv) due to any other circumstances where the Vessel is off-Hire under this Agreement, then, without prejudice to Customer’s rights under this Agreement, or otherwise, the Vessel shall be treated as “off-Hire” and no Fees shall be payable by Customer from the commencement of such loss of time until the Vessel is again ready and in an efficient state to resume her service from (if applicable) a position not less favourable to Customer than that at which such loss of time commenced including, without limitation, return to the queue position, berth or place occupied by the Vessel when she went off-Hire; provided; however, that any service given or (if applicable) distance made good by the Vessel whilst off-Hire shall be taken into account in assessing the amount to be deducted from the Fee and further provided that in the event that as a result of any time spent off-Hire the Vessel misses a convoy to transit a canal or area all time lost shall count as off-Hire. The cost of all fuels, LNG Heel or vapour lost or consumed while the Vessel is off-Hire hereunder, as well as all port charges, pilotage, and other expenses incurred by the Vessel during such period or consequent to the putting into any port or place other than that to which the Vessel is bound, shall be borne by Contractor. Should the Vessel be driven into any port or anchorage by stress of weather the Fees shall continue to be due and payable during any time lost thereby. (b) Contractor shall be entitled to an allowance, such allowance not be included as periods of off-Hire, of ***** hours per annum (“Off-Hire Allowance”), counted from the Fee Commencement Date until the first anniversary thereof and thereafter for each twelve (12) month period beginning on each anniversary of the Delivery Date. The Off-Hire Allowance shall be applied in each such twelve (12) month period against the first ***** when the Vessel is off-Hire under this Clause 14. Notwithstanding the foregoing, the Off-Hire Allowance may not be cumulated from year to year and may only be used in the period in which it accrues. (c) If the Vessel fails to proceed at any Guaranteed Speed or fails to load, discharge or regasify at the guaranteed loading, discharge or regasification rates set out in Clause 17.3 and such failure arises wholly or partly from any of the causes set out in Clause 14.1(a), then, if the Vessel is unable to maintain a speed of at least ***** of the Guaranteed Speed or to load, discharge or regasify at a rate of ***** of the relevant guaranteed loading, discharge or regasification rates set out in Clause 17.3, Customer shall have the right to place the Vessel off-hire. If Customer elects not to place the Vessel off-Hire and continues to use the Vessel, such failure shall result in a reduction of Fees pursuant to Clause 17.4 and the Vessel will not be off-Hire under this Clause 14.1(c). (d) Further and without prejudice to the foregoing, in the event of the Vessel deviating (which expression includes, without limitation, putting back or putting into any port other than that to which she is bound under the instructions of Customer) for any cause or purpose mentioned in Clause 14.1(a), the Vessel shall be off-Hire from the commencement of such deviation until the time when she is again ready and in an efficient state to resume her service from a position not less favourable to Customer than that at which the deviation commenced including, without limitation, return to the queue position, berth, or place (whichever is relevant) occupied by the Vessel when the Vessel went off-Hire; provided, however, that any service given or distance made good by the Vessel whilst so off-Hire shall be taken into account in assessing the amount to be deducted from Fees and further provided that in the event that as a result of any time spent off-Hire the Vessel misses a convoy to transit a canal or area, all time lost shall count as off-Hire. (e) If the Vessel’s Registry becomes engaged in hostilities, and Customer in consequence of such hostilities finds it commercially impracticable to employ the Vessel and has given Contractor written notice thereof, then from the date of receipt by Contractor of such notice until the termination of such commercial impracticability the Vessel shall be off-Hire and Contractor shall have the right to employ the Vessel on its own account. (f) In the event of any tank of the Vessel being unavailable for the carriage of cargo for any reason not caused by the fault of Customer, Customer shall have the option of utilising or not utilising the Vessel; provided, however, that Contractor shall have the right to effect full repairs on the Vessel subject to the consent of Customer, which consent shall not be unreasonably withheld. In the event Customer nonetheless elects to utilise the Vessel, Fees shall be reduced pro rata during the period such tank remains unavailable for the carriage of cargo. The amount of reduced Fees payable shall be calculated by multiplying the Daily Fee by the actual cargo capacity available divided by the Vessel’s maximum cargo capacity. (g) If for reasons attributable to Owner, Contractor, the Master, the Vessel or any of their respective servants, agents or representatives, (i) the Vessel delays or is delayed in vacating the berth after unloading ends and return lines have been finally disconnected and the Vessel is cleared by the applicable terminal operator for departure and (ii) as a result of the unavailability of the berth, Customer is liable for demurrage for the Vessel, then the period of such delay shall be off-Hire. 14.2 Calculation of time (a) Time during which the Vessel is off-Hire under this Agreement shall count as part of the Term except where Customer declares its option to add off-Hire periods under Clause 2.4. (b) All references to “time” in this Agreement shall be references to local time except where otherwise stated.

Off-Hire. 14.1 Off-Hire (a) On each and every occasion where the Vessel ceases to be at Customer’s disposition: (i) due to any damage, defect, breakdown, deficiency (whether partial or total) of, or accident to, the Vessel’s hull, boilers, machinery, equipment or cargo containment and handling facilities (including the Regasification Equipment, tank coatings and insulation); or (ii) due to deficiency of personnel or stores; repairs; gas-freeing or inerting for repairs; time in and waiting to enter dry dock for repairs; overhaul, maintenance or survey; collision, stranding, accident or damage to the Vessel; or any other similar cause preventing the efficient working of the Vessel; or (iii) due to industrial action, any default and/or deficiency of Owner, Contractor, the Master, officers or crew, including the failure or refusal or inability of the Master, officers and/or crew to perform the services required under this Agreement or breach of orders or neglect of duty on the part of the Master, officers or crew, whether as a result of a breach of orders or neglect of duty by, or as a consequence of illness or injury to, or labour disputes or strikes by, or refusal to sail on the part of, the Master, officers or crew, or any other dispute relating to Contractor’s wages or crew employment policy; or (iv) due to deviation for the purpose of obtaining medical advice or treatment for or landing any sick or injured Person (other than a Super-numerary or a Customer’s Personnel) or for the purpose of landing the body of any Person (other than a Customer’s Personnel); or (v) due to any delay in quarantine arising from the Master, officers or crew having had communication or interaction with the shore at any infected area without the written consent or instructions of Customer or its agents, or to any detention by customs or other authorities caused by smuggling or other infraction of local law on the part of the Master, officers, or crew; or due to detention, delay or other interference with the Vessel attributable to the Vessel carrying or having carried stowaways; or (vi) due to detention of or interference with the Vessel by authorities at home or abroad attributable to legal action against, or alleged or actual breach of regulations by the Vessel, Owner, Contractor, the Master, officers or crew (unless brought about by the act or neglect of Customer); or (vii) due to the inability of the Vessel to proceed to or enter, load, discharge, regasify LNG and leave without delay any terminal due to a failure by the Vessel to comply with Laws, regulations, physical requirements or operational practices at such terminal; or (viii) due to pre-docking and repair procedures including warming, gas freeing and inerting (other than that required for regularly Scheduled Drydocking); or (ix) due to Scheduled Drydocking and maintenance, maintaining, overhauling, repairing, painting, cleaning or drydocking the Vessel and submitting her for survey (it being understood that normal inerting, purging, gassing and cooling after regularly Scheduled Drydocking and after any drydocking following lay-up shall be on Customer’s time but that purging, gassing and cooling after unscheduled maintenance, drydocking, repairing, cleaning and painting shall be treated as lost time hereunder); waiting for any of the aforesaid purposes; proceeding to or from, and whilst at, any port or place for any of the aforesaid purposes; or (x) due to post-docking or repair procedure including inerting, purging, gassing and cooling in excess of that undertaken for normal loading; or (xi) due to damage caused by the Vessel to any loading, discharging or regasification berths or any equipment forming part thereof, such that loading or discharging of cargo or the regasification of LNG by the Vessel thereto or therefrom is prevented; or (xii) due to non-compliance by Owner, Contractor, the Master, officers or crew with any Law and international maritime conventions, including any Pollution Regulations and the ISPS Code; or (xiii) due to any alterations to the Vessel required by the Classification Society or the Registry unless the time taken is within the allowance for a Scheduled Drydocking, is undertaken during a Scheduled Drydocking and does not extend the time taken for such Scheduled Drydocking beyond the relevant allowance; or (xiv) due to any other circumstances where the Vessel is off-Hire under this Agreement, then, without prejudice to Customer’s rights under this Agreement, or otherwise, the Vessel shall be treated as “off-Hire” and no Fees shall be payable by Customer from the commencement of such loss of time until the Vessel is again ready and in an efficient state to resume her service from (if applicable) a position not less favourable to Customer than that at which such loss of time commenced including, without limitation, return to the queue position, berth or place occupied by the Vessel when she went off-Hire; provided; however, that any service given or (if applicable) distance made good by the Vessel whilst off-Hire shall be taken into account in assessing the amount to be deducted from the Fee and further provided that in the event that as a result of any time spent off-Hire the Vessel misses a convoy to transit a canal or area all time lost shall count as off-Hire. The cost of all fuels, LNG Heel or vapour lost or consumed while the Vessel is off-Hire hereunder, as well as all port charges, pilotage, and other expenses incurred by the Vessel during such period or consequent to the putting into any port or place other than that to which the Vessel is bound, shall be borne by Contractor. Should the Vessel be driven into any port or anchorage by stress of weather the Fees shall continue to be due and payable during any time lost thereby. (b) Contractor shall be entitled to an allowance, such allowance not be included as periods of off-Hire, of ***** one hundred and forty four (144) hours per annum (“Off-Hire Allowance”), counted from the Fee Commencement Date until the first anniversary thereof and thereafter for each twelve (12) month period beginning on each anniversary of the Delivery Date. The Off-Hire Allowance shall be applied in each such twelve (12) month period against the first ***** one hundres and forty four (144) hours when the Vessel is off-Hire under this Clause 14. Notwithstanding the foregoing, the Off-Hire Allowance may not be cumulated from year to year and may only be used in the period in which it accrues. (c) If the Vessel fails to proceed at any Guaranteed Speed or fails to load, discharge or regasify at the guaranteed loading, discharge or regasification rates set out in Clause 17.3 and such failure arises wholly or partly from any of the causes set out in Clause 14.1(a), then, if the Vessel is unable to maintain a speed of at least ***** of the Guaranteed Speed or to load, discharge or regasify at a rate of ***** of the relevant guaranteed loading, discharge or regasification rates set out in Clause 17.3, Customer shall have the right to place the Vessel off-hire. If Customer elects not to place the Vessel off-Hire and continues to use the Vessel, such failure shall result in a reduction of Fees pursuant to Clause 17.4 and the Vessel will not be off-Hire under this Clause 14.1(c). (d) Further and without prejudice to the foregoing, in the event of the Vessel deviating (which expression includes, without limitation, putting back or putting into any port other than that to which she is bound under the instructions of Customer) for any cause or purpose mentioned in Clause 14.1(a), the Vessel shall be off-Hire from the commencement of such deviation until the time when she is again ready and in an efficient state to resume her service from a position not less favourable to Customer than that at which the deviation commenced including, without limitation, return to the queue position, berth, or place (whichever is relevant) occupied by the Vessel when the Vessel went off-Hire; provided, however, that any service given or distance made good by the Vessel whilst so off-Hire shall be taken into account in assessing the amount to be deducted from Fees and further provided that in the event that as a result of any time spent off-Hire the Vessel misses a convoy to transit a canal or area, all time lost shall count as off-Hire. (e) If the Vessel’s Registry becomes engaged in hostilities, and Customer in consequence of such hostilities finds it commercially impracticable to employ the Vessel and has given Contractor written notice thereof, then from the date of receipt by Contractor of such notice until the termination of such commercial impracticability the Vessel shall be off-Hire and Contractor shall have the right to employ the Vessel on its own account. (f) In the event of any tank of the Vessel being unavailable for the carriage of cargo for any reason not caused by the fault of Customer, Customer shall have the option of utilising or not utilising the Vessel; provided, however, that Contractor shall have the right to effect full repairs on the Vessel subject to the consent of Customer, which consent shall not be unreasonably withheld. In the event Customer nonetheless elects to utilise the Vessel, Fees shall be reduced pro rata during the period such tank remains unavailable for the carriage of cargo. The amount of reduced Fees payable shall be calculated by multiplying the Daily Fee by the actual cargo capacity available divided by the Vessel’s maximum cargo capacity. (g) If for reasons attributable to Owner, Contractor, the Master, the Vessel or any of their respective servants, agents or representatives, (i) the Vessel delays or is delayed in vacating the berth after unloading ends and return lines have been finally disconnected and the Vessel is cleared by the applicable terminal operator for departure and (ii) as a result of the unavailability of the berth, Customer is liable for demurrage for the Vessel, then the period of such delay shall be off-Hire. 14.2 Calculation of time (a) Time during which the Vessel is off-Hire under this Agreement shall count as part of the Term except where Customer declares its option to add off-Hire periods under Clause 2.4. (b) All references to “time” in this Agreement shall be references to local time except where otherwise stated.Clause