日本造船廠協(xié)會標(biāo)準(zhǔn)造船格式合同批注版.doc

SAJ 標(biāo)準(zhǔn)造船合約格式（Shipbuilders Association of Japan,1974） ARTICLE I DESCRIPTION AND CLASS1. DESCRIPTION: The VESSEL shall have the BUILDERS Hull No. and shall be constructed, equipped and completed in accordance with the following of this contract , and the Specification and the General Arrangement Plan (herein collectively called the Specification)signed by each of the parties hereto for identification and attached hereto and make an integral part hereof.2. Dimensions and CharacteristicsLength, overall.Length, between perpendiculars .Breadth, moulded .Depth, moulded .Designed loaded draft, moulded Gross tonnage.Propelling Machinery .Deadweight, guaranteed .Trial speed ,guaranteed .Fuel consumption guaranteed.The details of the above particulars as well as the definition and method of measurements and calculation are as indicated in the specifications.3. Classification, rules and RegulationsThe VESSEL, including its machinery, equipment and out fittings ,shall be constructed in accordance with the rules(the edition and amendments thereto being in force as of the date of this Contract) of and under special survey of (船級社名字) (herein called the Classification Society) ，and shall be distinguished in the register by the symbol of (船級符號)Decisions of the Classification Society as to compliance or non-compliance with the classification shall be final and binding upon both parties hereto .The VESSEL shall also comply with the rules are regulations and requirements of other regulatory bodies as described in the Specifications in effect as of the date of this Contract. All fees and charges incidental to Classification and with respect to compliance with the above referred rules, regulations and requirements shall be for account of the BUILDER.4. Subcontracting The BUILDER may, at its sole discretion and responsibility ,subcontract any portion of the construction work of the VESSEL.5. Registration The VESSEL shall be registered by the BUYER at its own cost and expense under the laws of .with its home port of .at the time of its delivery and acceptance hereunder. AETICAL II Contract price and terms of payme1. CONTRACT PRICE:The purchase price of the VESSEL is _, net receivable by the BUILDER (herein called the Contract Price), which is exclusive of the cost for the Buyers Supplies as provided in Article XVII hereof, and shall be subject to upward or downward adjustment, if any, as hereinafter set forth in this Contract.2. CURRENCY:Any and all payments by the Buyer to the BUILDER under this Contract shall be made in non-resident convertible free Japanese Yen(日元).3. TERMS OF PAYMENT:The Contract Price shall be paid by the Buyer to the BUILDER in installments as follows:(a) 1st Installment:The sum of _shall be paid upon issuance by the Japanese Government of the Export License for the VESSEL.(b) 2nd Installment:The sum of _shall be paid upon keel-laying of the VESSEL.(c) 3rd Installment:The sum of _shall be paid upon launching of the VESSEL.(d) 4th Installment:The sum of_plus any increase or minus any decrease due to adjustments of the Contract Price hereunder ,shall be paid upon delivery of the VESSEL.4. METHOD OF PAYMENT(a) 1st Installment:Upon receipt of a cable notice from the BUILDER of issuance by the Japanese Government of the Export License for the VESSEL, the BUYER shall remit the amount of this Instalment by telegraphic (b) 2nd Installment:Upon receipt of a cable notice from the BUILDER of keel-laying of the VESSEL having been made ,the BUYER shall remit the amount of this instalment by telegraphic transfer to_ (船廠銀行) for the account of the BUILDER.(c) 3rd Installment:Upon receipt of a cable notice from the BUILDER of launching of the VESSEL having been made ,the BUYER shall remit the amount of this instalment by telegraphic transfer to _ (船廠銀行) for the account of the BUILDER(d) 4th Installment:The Buyer shall, at least seven(7) days prior to the scheduled delivery date of the VESSEL, either cause a prime bank acceptable to the BUILDER to issue an irrevocable letter of credit in favour of the BUILDER through ,or make cash deposit with _ (船廠銀行)，covering the amount of this Instalment as adjusted, available or releasable to the BUILDER against a singed copy of the Protocol of delivery and acceptance of the VESSEL as set forth in Paragraph 3 of Article VII hereof. No payment under this Contract shall be delayed or withheld by the BUYER on account of any dispute or disagreement of whatever nature arising between the parties hereto .5. PREPAYMENT:Prepayment of any instalment due on or before delivery of the VESSEL shall be subject to mutual agreement between the parties hereto and subject to approval of the JAPANESE GOVERNMENT. ARTICLE ADJUSTMENT OF CONTRACT PRICEThe Contract Price shall be subject to adjustments as hereinafter set forth. In the event of the following contingencies ( It being understood by both parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty).1. DELIVERY(a) No adjustment shall be made, and the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the VESSEL beyond the Delivery Date as defined in Article hereof,(ending as of twelve oclock midnight of the thirtieth 30th day of delay).(b)If the delivery of the VESSEL is delayed more than thirty (30)days after the Delivery Date ,then ,in such event, beginning at twelve oclockt midnight of the thirtieth (30th ) day after the Delivery Date ,the Contract Price shall be reduced by deducting therefrom as foliows:31st 60st day per diem61st 90st day . per diem 91st 120st day per diem121st 150st day per diem151st 180st day per diem181st 210st day per diem However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of hundred and eighty (180) days, counting from midnight of the thirtieth (30th )day after the Delivery Date at the above specified rate of reduction.(c) But, If the delay in the delivery of the VESSEL should continue for a period of 180days from the 31st day after the Delivery Date ,then in such event ,and after such period has expired, the BUYER may at its option rescind this Contract in accordance with the provisions of Article X hereof. The BUILDER may at any time after the expiration of the aforementioned ( 180) days of delay in delivery, if the Buyer has not served notice of rescission as provided in Article X hereof, demand in writing that the Buyer shall make an election, in which case the Buyer shall, within fifteen(15) days after such demand is received by the Buyer, notify the BUILDER of its intention either to rescind this Contract, or consent to the acceptance of the VESSEL at an agreed future date, it being understood by the parties hereto that, if the VESSEL is not delivered by such future date, the Buyer shall have the same right of rescission upon the same terms, as herein above provided.(d) It the buyer requests in writing that the delivery of the VESSEL be made earlier than the Delivery Date ,and if the delivery of the VESSEL is made ,in response to such request of the BUYER ,more than (30)days earlier than the Delivery Date, then, in such event, beginning with the thirty-fist (31st ) day prior to the Delivery Date, the Contract Price of the VESSEL shall be increased by adding thereto .for each full day (it being understood that the BUILDERS acceptance of such BUYERS request for early delivery shall be in no way be construed as change or alteration of Delivery Date under this Contract)(e) for the purpose of this Article the delivery of the VESSEL shall be deemed to be delayed when and if the VESSEL ,after taking into full account all postponements of the Delivery Date by reason of permissible delays as defined in Article VIII and /or other reasons under this Contract, is not delivered by the date upon which delivery is required under the terms of this Contract.2. SPEED(a) The Contract Price shall not be affected or changed by reason of the actual spe-ed as determined by the Trial Run being less than three-tenths(3/10) of one knot in actual speed below the guaranteed speed of the VESSEL.(b) However, commencing with and including such deficiency of three-tenth(0.3) of one knot in actual speed below the guaranteed speed of the VESSEL, the Contract Price shall be reduced as follows(but disregarding fractions of one-tenth(0.1)of a knot):For Three-tenths (3/10)of a knot .a total sum of .For Four-tenths (4/10)of a knot .a total sum of .For Five-tenths (5/10)of a knot .a total sum of .For Six-tenths (6/10)of a knot .a total sum of .For Seven-tenths (7/10)of a knot .a total sum of .For Eight-tenths (8/10)of a knot .a total sum of . For Nine-tenths (9/10)of a knot .a total sum of . For one(1)knot.(c) If the deficiency in actual speed of the VESSEL upon the Trial Run, is more than 1.00 knot below the guaranteed speed of the VESSEL, then the Buyer may at its option reject the VESSEL and rescind this Contract in accordance with provision of Article X of this Contract, or may accept the VESSEL at a reduction in the Contract Price as above provided, for 1.00full knot only, that is at a total reduction of .（風(fēng)險(xiǎn)管理部提示：(c)條款規(guī)定了如果實(shí)際船速比約定的船速慢1節(jié)就給船東一個(gè)選擇權(quán)去中斷合約，賦予了船東中斷合約的選擇權(quán)，對此需要注意）3. FUEL CONSUMPTION(a) The Contract Price shall not be affected or changed by reason of the fuel consumption of the VESSEL , as determined by. trial as per the Specifications, be more than the guaranteed fuel consumption of the VESSEL. if such excess is not more than. percent ( %). Over the guaranteed fuel consumption .(b) However, commencing with and including an excess of .percent (.%)in the actual fuel consumption if the actual fuel consumption over the guaranteed fuel of the VESSEL , the Contract Price shall be reduced by the sum of. for each full one percent (1%) increase in fuel consumption above said percent ( %) (fractions of one percent to be prorated).up to a maximum of .percent (.%)over the guaranteed fuel consumption of the VESSEL.(c) If such accrual fuel consumption EXCEEDS . percent (.%) of the guaranteed fuel consumption of the VESSEL, the Buyer may, at its option, reject the VESSEL and rescind this Contract, in accordance with the provisions of Article X hereof , or may accept the VESSEL at a reduction in the Contract Price as above specified for .percent (.%)only, that is ,at a total reduction of.4. DEADWEIGHT(a) In the event that the actual deadweight of the VESSEL as determined in acceptance with the Specifications is less than or in excess of the guaranteed deadweight of the VESSEL, the Contract Price shall be either reduced by the sum of .for each full long ton of such deficiency being more than .(.)long tons ,up to a maximum reduction of .,or increased by the sum of .for each full long ton of such excess being more than .(.)long tons ,as the case may be (in both cases disregarding fraction of one(1)long ton)(c) In the event of such deficiency in the actual deadweight VESSEL being.(.)long ton or more ,then, the BUYER may ,at its option ,reject the VESSEL and rescind the Contract in accordance with the provisions of Article X hereof or accept the VESSEL at a reduction in the Contract Price as above provided for .(.)long tons only ,that is at a total reduction of .5. EFFECT OF RESCISSIONIt is expressly understood and agreed by the parties hereto that in any case , if the Buyer rescinds this Contract under this Article, the Buyer shall not be entitled to any liquidated damages . ARTICLE SUPERVISION AND INSPECTION1. APPROVAL OF PLANS AND DRAWINGS(a)The BUILDER shall submit to the BUYER three(3)copies of each of the plans and drawing to be submitted thereto for approval at its address as set forth in Article XVIII hereof .The BUYER shall within fourteen(14)days after receipt thereof, return to the BUILDER one (1)copy of such plans and drawing with the BUYERS approval or comments written thereon ,if any, A list of the plans and drawing to be so submitted to the BUYER shall be mutually agreed upon between the parties hereto (b)When and if the Representative shall have been sent by the BUYER to! The Shipyard in accordance with Paragraph 2 of this Article, the BUILDER may submit the remainder ,if any, of the plans and drawings in the agreed list ,to the Representative for its approval ,unless otherwise agrees upon between the parties hereto The Representative shall ,within seven(7)days after receipt thereof return to the BULIDER one(1) copy of such plans and drawings with his approval or comments written thereon, if any ,Approval by the representative of the plans and drawings duly submitted to him shall be deemed to be the approval by the BUYER for all purposes of this Contract.(c)In the event that BUYER or the Representative shall fail to return the plans and drawings to the BUILDER within the time limit as herein above provided ,such plans and drawings shall be deemed to have been automatically approved without any comment.2. APPOINTMENT OF THE BUYERS REPRESENTATIVE(a)The Buyer may send to and maintain at the Shipyard, at the Buyers own cost and expense, one representative who shall be duly accredited in writing by the Buyer to act on behalf of the BUYER in connection with modifications of the Specifications adjustments of the Contract Price .approval of the plans and drawings, attendance to the tests and inspections relating to the VESSEL , its machinery ,equipment and outfitting ,and any other matters for which he is specifically authorized by the BURER.3. INSPECTION BY REPRESENTATIVEThe necessary inspection of the VESSEL, its machinery, equipment and outfitting shall be carried out by the Classification Society, other regulatory bodies and/ or inspection team of the BUILDER throughout the entire period of construction in order to ensure that the construction of the VESSEL is duly performed in accordance with the Contract and Specifications.The Representative shall have, during construction of the VESSEL, the right to attend such tests and inspections the VESSEL, the right to attend such tests and inspections of the VESSEL ,its machinery and equipment as are mutually agreed between the BUYER and the BUILDER ,The BULIDER shall give a notice to the Representative reasonably in advance of the date and place of such tests and inspection to be attended by him for his convenience Failure of the Representative to be present at such tests and inspections after due notice to him as above provided shall be deemed to be a waiver of his right to be present. In the event that the Representative discovers any construction or material or workmanship which is not deemed to conform to the requirements of this Contract and/or the Specifications ,the Representative shall promptly give the BUIDER a notice in writing as to such non-conformity Upon receipt of such notice from the Representative ,the BUILDER shall correct such nonconformity ,if the BUILDER agrees to his view, In all working hours during the construction of the VESSEL until delivery thereof ,the Representative shall be given free and ready access to the VESSEL ,its engines and accessories, and to any other place where work is being done ,or materials are being processed or stored ,in connection with the construction of the VESSEL ,including the yards ,workshops ,stores and offices if the BUILDER, and the premises of subcontractors of the BUILDER, who are doing work or storing materials in connection with the VESSELS construction.4.FacilitiesThe BUILDER SHALL FURNISH the Representative and his assistant with adequate office space ,and such other reasonable facilities according to the BUILDERS practice at or in the immediate vicinity of ,te Shipyard as may be necessary to enable them to effectively carry out their duties.5. LIABILITY OF BUILDERThe Representative and his assistant shall at all times be deemed to be the employees of the BUYER and not of the BUILDER ,The BUILDER shall be under no liability whatsoever to the BURER, the Representative or his assistant for personal injuries ,including death ,suffered during the time when he or they are on the VESSEL or within the premises of either the BUILDER or its subcontractors ,or are otherwise engaged in and about the construction of the VESSEL