MEMORANDUM OF AGREEMENT
|Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime
Council (BIMCO) in 1956
Revised 1966, 1983 and 1986/87
Dated: 4 May 2018
Meltemi Owners Inc., a company incorporated and existing under
the laws of Marshall Islands hereinafter called the Sellers, have agreed to sell, and
Hai Kuo Shipping 1625 Limited, a company incorporated and
existing under the laws of the Marshall Islands hereinafter called the Buyers, subject to Clause 17 of this Agreement have agreed to buy
Classification Society/Class: ABS (Americas) AB
By: Quingdao Yangfan Shipyard, People’s Republic of
Place of Registration: Valletta
Call Sign: 9HA4545
|IMO Number: 9627837
hereinafter called the Vessel, on the following terms and conditions: ______
"Banking dDays" are days excluding Saturdays and Sundays on which banks are generally open for business both
in (i) Athens and Beijing; (ii) in relation to a day on which a payment is to be made or calculated in Dollars, Athens, New York and Beijing. the country of the currency stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8.
"In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter,
telexemail, telefax or other modern form of written communication.
"Classification Society" or "Class" means the Society referred to in line 4.
1. Purchase Price
United States Dollars Thirty Eight Million (USD38,000,000)
As security for the correct fulfilment of this Agreement the Buyers shall
pay a deposit of 10% (ten per cent) of the Purchase Price within ____ banking days from the date of this Agreement. This deposit shall be placed with ______________ and held by them in a joint account for the Sellers and the Buyers, to be
released in accordance with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the Buyers.
The said Purchase Price shall be paid in accordance with Clause 18 of this
full free of bank charges to _____________________ on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every
respect physically ready for delivery in accordance with the terms and conditions of this Agreement and
Notice of Readiness has been given in accordance with Clause 5.
a)* The Buyers have inspected and accepted the Vessel's classification records. The Buyers have also inspected
the Vessel at/in ______ on ______ and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.
b)* The Buyers shall have the right to inspect the Vessel's classification records and declare whether same
are accepted or not within ______ The Sellers shall provide for inspection of the Vessel at/in ______ 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. The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. During the inspection, the Vessel's deck and engine log books shall be made available for examination by the
Buyers. If the Vessel is accepted after such inspection, the sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided the Sellers receive written notice of acceptance from the Buyers within
72 hours after completion of such inspection. Should notice of acceptance of the Vessel’s classification records and of the Vessel not be received by the Sellers as aforesaid, the deposit together with interest earned shall be released
immediately to the Buyers, whereafter this Agreement shall be null and void.
* 4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions,
alternative 4a) to apply.
5. Notices, time and place of delivery
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with________, ________
and __________ days notice of the estimated time of arrival at the intended place of drydocking/underwater inspection/delivery. When the Vessel is at the place of delivery and in every respect physically and legally ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.
b) The Vessel shall be delivered and taken over safely afloat at the place where the Vessel is located at the same time
simultaneously with the delivery of the Vessel by the Buyers to the Sellers under the BBC (as defined in Clause 17 of this Agreement) provided that the terms and conditions for the chartering of the Vessel by the buyers to the Sellers under the
BBC (as defined in Clause 17 of this Agreement) are satisfied. The delivery of the Vessel under this Agreement and the delivery of the Associated Vessels (as defined in the BBC) under the Associated BBCs (as defined in the BBC) shall take
place on the same day. It is hereby agreed that the Vessel may be delivered at Sea.
a safe and accessible berth, or anchorage at/in _______________ in
the the Sellers' option.
Expected time of delivery: on or about 18 May 2018
Date of cancelling (see Clause
s 5 c), 6 b) (iii) and 14 of this Agreement): 30 June 2018, in the Buyers’ option to exercise.
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 propose 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 within 7 running 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 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notificationshall be deemed to be the new cancelling date and shall be substituted
for the cancelling date stipulated in line 61.
If this Agreement is maintained with the new cancelling date all other
terms and conditions hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any claim for damages
the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling date.
d) Should the Vessel become an actual, constructive or compromised total loss before delivery
the deposit together with interest
earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void, in which case the Sellers shall compensate the Buyers all the costs and expenses properly documented and incurred by the Buyers arising out of or in connection with this Agreement.
6. Drydocking/Divers Inspection
)** 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' expense to the satisfaction of the Classification Society without condition/recommendation*.
b)** (i) The Vessel is to be delivered without drydocking. However, the Buyers shall have the right at their expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of
the Vessel. The Sellers shall at their cost make the Vessel available for such inspection. 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 port of delivery are unsuitable for such inspection, the Sellers shall make the Vessel available at a suitable alternative place near to the delivery port.
(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 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. 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 by the Sellers at their expense to the satisfaction of the Classification Society without condition/recommendation*. In such event the Sellers are to pay also for the
cost of the underwater inspection and the Classification Society's attendance.
(iii) If the Vessel is to be drydocked pursuant to Clause 6 b)
(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 b). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the purpose of this Clause, become the new port of delivery. In such event the
cancelling date provided for in Clause 5 b)) shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of 14 running days.
c) If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above
(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*.
(ii) the 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, in which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses if the Buyers require the survey and parts of the system are condemned
or found defective or broken so as to affect the Vessel's class*.
iii) the expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society's fees shall be
paid by the Sellers if the Classification Society
issues any condition/recommendation* as a result of the survey or if it requires survey of the tailshaft system. In all other cases the Buyers
shall pay the aforesaid expenses, dues and fees.
(iv) the Buyers' representative shall have the right to be present in the drydock, but
without interfering with the work or decisions of the Classification surveyor.
(v) the Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their
risk and expense without interfering with the Sellers' or the Classification 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 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 the Buyers shall be obliged to take delivery in accordance with Clause 3, whether the Vessel is in drydock or not
and irrespective of Clause 5 b).
Notes, if any, in the surveyor's report which are accepted by the
Classification Society without condition/recommendation are not to be taken into account.
**6 a) and 6 b) are
alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 a) to apply.
7. Spares/bunkers, etc.
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore including all such spare parts and equipment as necessary to comply with the minimum requirements imposed on the Vessel by the Vessel’s technical manager, the Classification
Society, the Buyers’ choice of flag and under the BBC (as defined in Clause 17 of this Agreement), if any. 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 delivery
inspection used or unused, whether on board or not shall become the Buyers' property, butincluding spares on order which shall be taken over by the Buyers without extra compensation to the Sellers. The Sellers shall provide the Buyers with an inventory at the time of delivery. are to be 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. The radio installation and navigational equipment shall be included in the sale without extra
payment if they are the property of the Sellers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra
Remaining bunkers, lubricating oil and other consumerable
stores (excluding spare parts) on board the Vessel at the time of delivery shall be excluded from the sale and subject to the terms of Clause 9 of the BBC (as defined in Clause 17 of this Agreement).
The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Sellers' flag or name, provided they replace same with similar unmarked items. Library, forms,
etc., exclusively for use in the Sellers' vessel(s), shall be excluded without compensation. Captain's, Officers' and Crew's personal belongings including the slop chest are to be excluded from the sale,
as well as the following additional items (including items on hire):
The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and
sealed drums and pay the current net market price (excluding barging expenses) at the port and date
of delivery of the Vessel.
Payment under this Clause shall be made at the same time and place and in
the same currency as the Purchase Price.
The place of closing: Hong Kong or Singapore or such other
venue as may be agreed between the Sellers and the Buyers from time to time.
In exchange for payment of the Purchase Price in accordance with Clause 18 of this Agreement, the Sellers and the Buyers shall simultaneously or in advance provide the Buyers with the delivery documents as set out in Schedule 1 hereto as agreed between the Sellers and the Buyers.
furnish the Buyers with delivery documents, namely:
a) Legal Bill of Sale in a form recordable in ________ the country in which the Buyers
to register the Vessel),
warranting that the Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority.
b) Current Certificate of Ownership issued by the competent authorities of the flag
state of the Vessel.
c) Confirmation of Class issued within 72 hours prior to delivery.
d) Current Certificate issued by the competent authorities stating that the Vessel is
free from registered encumbrances.
e) 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 furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered.
f) Any such additional documents as may reasonably be required by the competent
authorities 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.
At the time of delivery the Buyers and Sellers
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.
At the time of delivery the Sellers shall hand to
the Buyers the classification certificate(s) as well as all plans etc., 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. Other technical documentation which may be in the Sellers' possession shall be promptly 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. At the time of delivery the Sellers shall leave on board the Vessel the classification certificate(s) as well as all plans etc., which are on board the Vessel. Other certificates
which are on board the Vessel shall also be left on board. Other technical documentation which may be in the Sellers’ possession shall be retained by the Sellers for the operation of the Vessel under the terms of the BBC.
The Sellers warrant that, and the Buyers’ obligation
to take delivery of the Vessel hereunder are conditional upon, the Vessel, at the time of delivery, is free from all arrests, taxes, detentions, stowaways,
charters, encumbrances, mortgages and maritime liens or any other debts whatsoever. The Sellers hereby undertake to indemnify the
Buyers against all consequences of claims made against the Vessel and administrative claims and detentions arising from such claims which have been incurred prior
to the time of delivery.
10. Taxes, etc.
Any taxes, fees and expenses in connection with the purchase and registration under the Buyers' flag
shall be for the Buyers' account, whereas and similar charges in connection with the sale and the closing of the Sellers' register (if any) shall be for the
11. Condition on delivery
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
inspection, fair wear and tear excepteddelivery on a strictly “as is, where is” basis.
However, the Vessel shall be delivered 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 Class or the
relevant authorities at the time of delivery. The Sellers shall notify the Classification Society of any matters coming to their knowledge prior to the delivery of the Vessel
which upon being reported to the Classification Society would lead to the withdrawal of the Vessel’s class or the imposition of a recommendation relating to her class.
"Inspection" in this Clause
11, shall mean the Buyers' inspection according to Clause 4 a) or
4 b), if applicable, or the Buyers' inspection prior to
the signing of this Agreement. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.
* Notes, if any, in
the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.
Upon delivery the Buyers undertake not
to change the name of the Vessel and alter funnel markings.
13. Buyers' default
Should the deposit not be
paid in accordance with Clause 2 , 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.
Should the Purchase Price not be paid in accordance with Clauses
3 and 18 of this Agreement or on such later date as may be agreed by the Sellers and the Buyers, the Sellers have the right to cancel the Agreement,
in which case but the Buyers shall not be liable to any loss, costs or expenses incurred by the Sellers arising out of or in connection with the Buyers default. the
deposit together with interest earned shall be released to the Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to