UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2022
Commission File Number 001-41095
IMPERIAL PETROLEUM INC.
(Translation of registrants name into English)
331 Kifissias Avenue Erithrea 14561 Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release of Imperial Petroleum Inc. (the Company) dated March 8, 2022 titled Imperial Petroleum Inc. Announces Agreement to Acquire Two Product Tankers.
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As of March 3, 2022, an aggregate of 5,510,000 of the Class Warrants issued in the Companys underwritten public offering of 11,040,000 common shares and 11,040,000 Class A Warrants, had been exercised for 5,510,000 of the Companys common shares, resulting in proceeds to the Company of $6,887,500 from such warrant exercises. As of March 3, 2022, the Company has 21,235,272 Common Shares and 795,878 8.75% Series A Cumulative Redeemable Perpetual Preferred Shares issued and outstanding, as well as Class A Warrants to purchase up to 5,530,000 Common Shares at an exercise price of $1.25 per share, and underwriters warrants to purchase up to 552,000 Common Shares at an exercise price of $1.375 per share.
EXHIBIT INDEX
99.1 | Press Release, dated March 8, 2022. | |
99.2 | Memoranda of Agreement for M.R. product tankers |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 8, 2022
IMPERIAL PETROLEUM INC. | ||
By: | /s/ Harry Vafias | |
Name: | Harry Vafias | |
Title: | Chief Executive Officer |
Exhibit 99.1
IMPERIAL PETROLEUM INC.
IMPERIAL PETROLEUM ANNOUNCES AGREEMENT TO ACQUIRE TWO PRODUCT TANKERS
Athens, Greece, March 8, 2022 Imperial Petroleum Inc. (Nasdaq: IMPP) (the Company) announced today that it has entered into an agreement to acquire two M.R. refined petroleum product tankers, built at SLS Shipbuilding, South Korea in 2008 and at Shin Kurushima Dockyard, Japan in 2011 respectively, with an aggregate capacity of approximately 97,000 dwt, from Brave Maritime for an aggregate purchase price of about $31 million, with delivery on a charter free basis expected by end of May 2022. The Company expects to finance the purchase price with cash-on-hand and new senior secured bank debt for which it is in discussions to secure with an international financial institution. The transaction with Brave Maritime, which is affiliated with members of the Vafias family, was approved by the Companys audit committee comprised of independent directors.
ABOUT IMPERIAL PETROLEUM INC.
Imperial Petroleum Inc. is a ship-owning company providing petroleum product and crude oil seaborne transportation services. The Company currently owns three M.R. refined petroleum product tankers and one Aframax crude oil tanker with a total capacity of 255,804 deadweight tons (dwt). Imperial Petroleum Inc.s shares of common stock and 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock are listed on the Nasdaq Capital Market and trade under the symbols IMPP and IMPPP, respectively.
Forward-Looking Statements
Matters discussed in this release may constitute forward-looking statements. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, or impact or duration of the COVID-19 pandemic and underlying assumptions and other statements, which are other than statements of historical facts. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, managements examination of historical operating trends, data contained in our records and other data available from third parties. Although IMPERIAL PETROLEUM INC. believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, IMPERIAL
PETROLEUM INC. cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include risks discussed in our filings with the SEC and the following: the completion of the acquisition the impact of the COVID-19 pandemic and efforts throughout the world to contain its spread, the strength of world economies and currencies, general market conditions, including changes in charter hire rates and vessel values, charter counterparty performance, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled drydockings, shipyard performance, changes in IMPERIAL PETROLEUM INCs operating expenses, including bunker prices, drydocking and insurance costs, ability to obtain financing and comply with covenants in our financing arrangements, or actions taken by regulatory authorities, potential liability from pending or future litigation, domestic and international political conditions, potential disruption of shipping routes due to accidents and political events or acts by terrorists.
Risks and uncertainties are further described in reports filed by IMPERIAL PETROLEUM INC. with the U.S. Securities and Exchange Commission.
Company Contact:
Fenia Sakellaris
IMPERIAL PETROLEUM INC.
00-30-210-6250-001
E-mail: fs@Imperialpetro.com
Exhibit 99.2
MEMORANDUM OF AGREEMENT |
Norwegian Shipbrokers Associations Memorandum of Agreement for sale and purchase of ships. Adopted by BIMCO in 1956. Code-name SALEFORM 2012 Revised 1966, 1983 and 1986/87, 1993 and 2012 |
Dated: 4th march 2022
JUSTICE CLEAN TRADING INTERNATIONAL INC. of the Marshall Islands, hereinafter called the Sellers, have agreed to sell, and
VOLUME JET TRADING INC. of the Marshall Islands, hereinafter called the Buyers, have agreed to buy:
Name of vessel: CLEAN JUSTICE
IMO Number:
Classification Society:
Class Notation:
Year of Build: 2011 Builder/Yard:
Flag: Place of Registration: GT/NT:
hereinafter called the Vessel, on the following terms and conditions:
Definitions
Banking Days are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) [and (add additional jurisdictions as appropriate)].
Buyers Nominated Flag State means Marshall Islands (state flag state).
Class means the class notation referred to above.
Classification Society means the Society referred to above.
Deposit shall have the meaning given in Clause 2 (Deposit)
Deposit Holder means (state name and location of Deposit Holder) or, if left blank, the Sellers Bank, which shall hold and release the Deposit in accordance with this Agreement.
In writing or Written means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.
Parties means the Sellers and the Buyers.
Purchase Price means the price for the vessel as stated in Clause 1 (Purchase Price).
Sellers Account means (state details of bank account) at the Sellers Bank.
Sellers Bank means (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price.
1. | Purchase Price |
The Purchase price is USD 18,5 M cash
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As security for the correctfulfilment of this Agreement the Buyers shall lodge a deposit of % (per cent) or, if left blank, 10% (ten
per cent), of the Purchase Price (the Deposit) in an interest bearing in sellers nominated bank account within three (3) three (3) five (5) Banking Days after the date that:
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(i) this Agreement has been signed by the Parties and exchanged in original
or by e-mail or telefax; and
(ii) the Deposit Holder has
confirmed in writing to the Parties that the account has been opened.
The Deposit shall be released in accordance with
joint written instructions of the Parties. Interest, if any, shall be credited to the Buyers Sellers. Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit
Holder all necessary documentation to open and maintain the count without delay.
3. | Payment |
On delivery of the Vessel, but not later than three (3) one (1) Banking Days after the date that Notice of
Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices):
(i) the Deposit shall be
released to the Sellers; and
(ii) the balance of the full Purchase Price and all other sums
payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank charges to the Sellers Account.
4. | Inspection |
The Buyers have the option to inspect the vessel.
(a)* The Buyers have inspected and accepted the Vessels classification records. The Buyers have also
Inspected the Vessel at/in (state place) on (state date) 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.
The Buyers shall have the option to carry out superficial Inspection of the Vessel without opening up and without-interference to
Vessel schedule and to normal operation, prior to delivery of the Vessel Should the Buyers choose to exercise such option then the Buyers shall arrange at their own risk and expense an inspection in the presence of a Class Surveyor (the
Class Surveyor only to act as a arbitrator in the event of a dispute between Buyers and Sellers).
If
any damage is found to the Vessel which affects her class but does not require immediate repair and the Classification Society approves the Vessel to continue trading with these recommendations, the Sellers shall compensate to the Buyers-all expenses to repair such damage to get class approval by deducting from the total amount to be paid by the Buyers to the Sellers in lieu of the Sellers repairing-such damage base on an amount-quoted by a
first class repairer mutually agreed between the Sellers and the Buyers (such costs to exclude gassing up and gas-freeing) and the Buyers are to take delivery of the vessel as she is with such recommendations.
If the Classification Surveyor requires such damage to be repaired, then the Sellers shall repair such damage at the expense to the satisfaction of the Classification surveyor prior to delivery. In-such event
the Sellers are to pay also for the cost of the Inspector and Classification Societys attendance.
(b)* The Buyers shall have the right to inspect the Vessels classification records and declare whether same are accepted
or not within (state date/period).
The Sellers shall make the vessel available for inspection at/in
(state place/range) within (state date/period).
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 Vessels deck and engine log books shall be made available for examination by the Buyers.
The sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided that the Sellers
receive written notice of acceptance of the Vessel from the Buyers within seventy-two 72 hours after completion of such inspection or after the date/last day of the period stated in [Line
59], whichever is earlier.
Should the Buyers fail to undertake the inspection as scheduled and/or notice
of acceptance of the vessels classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement
shall be null and void.
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*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4(a) to apply.
5. | Time and place of delivery and notices |
(a) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage
at/in WW in the Sellers option.
Notice of Readiness shall not be tendered before: 21th march 2022 in Sellers option
Cancelling Date (see Clauses 5(c), 6 (a)(i), 6(a)(iii) and 14): 31th may 2022 in Buyers option
(b) The Sellers shall keep the Buyers
well informed of the Vessels itinerary and shall provide the Buyers with twenty (20), fifteen (15), ten (10), seven (7), five (5) and three (3) days
approximate notice and two (2), one (1) days notice of the expected time date the Sellers intend to tender Notice of Readiness and of the intended place of delivery.
When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.
(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 proposing 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 (Sellers Default) within three (3) Banking 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 one (1) three (3) Banking Days of receipt of the Sellers notification or if the Buyers accept the new date, the date proposed in the Sellers
notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79.
If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.
(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim
for damages the Buyers may have under Clause 14 (Sellers Default) for the Vessel not being ready by the original Cancelling Date.
(e) Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void.
6. | Drydocking/Divers Inspection |
(a)*
(i) | The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessels intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society Surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers representative(s) shall have the right to be present at the divers inspection as observer only without interfering with the work or decisions of the Classification Society surveyor. 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 place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection. |
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(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 Vessels class, then (1) 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 Vessels underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Societys rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Societys attendance. |
Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost (always excluding gas free and gassing up cost) of the repairs shall be the average of quotes
for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.
(iii) | If the Vessel is to be drydocked pursuant to Clause 6(a)(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(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the
Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of twenty five (25) |
(b)* The Sellers shall place the vessel in drydock at the port of delivery for inspection by the Classification Society of the
Vessels underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Societys 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 Vessels class, such defects shall be made good at the Sellers cost and expense to the satisfaction of the Classification Society without condition recommendation* in such event the Sellers
are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock including the drydock dues and the Classification Societys fees. The Sellers shall also pay for these costs and expenses if parts
of the tailshaft system are condemned or found defectiveor broken so as 40-affect the Vessels class. In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and fees
(c) if the vessel is drydocked pursuant to Clause 6(a) (ii) or
6(b) above
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*6 a) and 6 b) are alternatives, delete whichever is not applicable. In the absence of deletions, alternative 6 a) to apply.
**Notes or memoranda, if any, in the surveyors report which are accepted by the Classification Society without condition/recommendation are not to be taken into account
7. | Spares, bunkers and other items |
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board, and on shore and on
order. All spare parts as per class requirement and spare equipment including spare tail-end shaft(s) and/or pare propeller(s)/propeller blade(s), if any, belonging to
the Vessel at the time of inspection used or unused, whether on board or not shall become the Buyers property, but spares on order are 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 blades(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. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.
Library and forms exclusively for use in the Sellers vessel(s) and captainss, officers and crews personal belongings including the slop chest are excluded from the sale without compensation, as well as the following additional items: (include list)
Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: (include list)
Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be
replaced by the Sellers prior to delivery at their cost and expense.
The Buyers shall take over remaining bunkers and
unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay for either:
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for the quantities taken over.
Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price
inspection in this Clause 7, shall mean the Buyers inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.
*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply
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8. | Documentation |
The place of closing: to be mutually agreed
In exchange of payment and delivery of the Vessel, the Buyers and the Sellers are to provide each other with their respective delivery documentation, Buyers and Sellers shall mutually advise their requirements and the same to be incorporated as an Addendum to this Agreement, Signing of such Addendum shall by no means delay signature of this Agreement by both parties.
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(b) At the time of delivery
the Buyers shall provide the Seller with:
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(c) If any of the documents listed in Sub clauses (a) and (b) the Addendum
as Above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified a lawyer qualified to practice in the country of the translated language.
(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub clause
(a) and Sub clause (b) the Addendum as above for review and comment by the other party not later than (state number of days), or if left blank, nine (9) days prior to the
Vessels intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.
(e)
Concurrent with the exchange of documents in Sub clauses (a) and (b) the Addendum as above, the Sellers shall also hand to the Buyers the classification certificate(s) as well
as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificate 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.
(f) Other technical documentation which may be in the Sellers possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessels log books but the Buyers to have the right to take copies of same.
(g) The Parties 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.
9. | Encumbrances |
The Sellers warrant that the Vessel, at the time of delivery, is free from, encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which have been incurred prior to the time of delivery.
10. | Taxes, fees and expenses |
Any taxes, fees and expenses in connection with the purchase and registration in the Buyers Nominated Flag State shall be for the Buyers account, whereas similar charges in connection with the closing of the Sellers register shall be for the Sellers account.
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, otherwise in the same condition as she was at the time of inspection, fair wear and tear excepted.
However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without condition/recommendation*,
free of average damage affecting the Vessels class, and with her classification certificates and national certificates, as well as all other certificates the vessel had at the time of inspection, valid without condition/recommendation*
by the Classification Society or the relevant authorities at the time of delivery.
Inspection in this Clause 11, shall mean the Buyers inspection according to Clause 4(a) or 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.
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* | Notes and memoranda, if any in the surveyors report which are accepted by the Classification Society without condition /recommendation are not to be taken into account. |
12. | Name/markings |
Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings. |
13. | Buyers default |
Should the Purchase Price not be paid in accordance with Clause 3(Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any shall be released to the Sellers If the Deposit does not cover their loss the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest.
14. | Sellers default |
Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement the Deposit together with interest earned, If any, shall be released to them immediately.
Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their proven loss and for all proven expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.
15. | Buyers representatives |
After this Agreement has been signed by the Parties and the Deposit has been lodged the Buyers have the right to place two
(2) representatives on board the Vessel at their sole risk and Expense for a maximum of ten (10) 14 days and will pay USD 25 each for every day onboard.
These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers representatives shall sign the Sellers P&I Clubs standard letter of Indemnity prior to their embarkation.
16. | Law and Arbitration |
(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.
The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and
stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.
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In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the substantive law
(not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the parties hereto, and the
third by the two so chosen, their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgment may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in
accordance with the rules of the Society of Maritime Arbitrators, Inc.
In cases where neither the claim nor any
counterclaim exceeds the sum of US$ 100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc.
(c)* This Agreement shall be governed by and construed in accordance with the laws of (state place) and any dispute arising out of or
in connection with this Agreement shall be referred to arbitration at (state place), subject to the procedures applicable there.
*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16(a) shall apply.
17. | Notices |
All notices to be provided under this Agreement shall be in writing via broking channels
Contact details for recipients of notices are as follows
For the Buyers:
For the Sellers:
18. | Entire Agreement |
The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.
Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.
Any terms implied into this Agreement by any applicable statue or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.
19. | Buyers have the option to buy the owning co of the vessel to preserve oil major acceptances, to be advised latest 10 days prior to the expected delivery of the vessel |
Its sellers option to give a 10 pct credit on price to buyers payable up to 60 days after delivery
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Norwegian Shipbrokers Associations Memorandum of Agreement for sale and purchase of ships. Adopted by BIMCO in 1956 Code-name SALEFORM 2012 Revised 1966, 1983 and 1986/87, 1993 and 2012 Dated 4th march 2022 GAS OIL INTERCONTINENTAL SHIPPING AND TRADING INC. of the Marshall Islands, hereinafter called the Sellers, have agreed to sell, and NIRVANA PRODUCT TRADING INC. of the Marshall Islands hereinafter called the Buyers, have agreed to buy: Name of vessel: CLEAN NIRVANA IMO Number: Classification Society: Class Notation: Year of Build: 2008 Builder/Yard: SLS Flag: Place of Registration: GT/NT: hereinafter called the Vessel, on the following terms and conditions: Definitions Banking Days are days on which
banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) [and (add additional jurisdictions as appropriate)]. Buyers Nominated Flag State means Marshall Islands (state flag state). Class means the class notation referred to above. Classification Society means the Society referred to above. Deposit shall have the meaning given in Clause 2(Deposit) Deposit Holder means (state name and location of Deposit Holder) or, if left blank, the Sellers Bank, which shall hold and release the
Deposit in accordance with this Agreement. In writing or written means a letter handed over from the Sellers to the Buyers or
vice versa a registered letter, e-mail or telefax. Parties means the Sellers and the Buyers Purchase Price means the price for the Vessel as stated in Clause 1(Purchase Price). Sellers Account means (state details of bank account) at the Sellers Bank Sellers Bank means (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of
the balance of the Purchase Price. Purchase Price The Purchase Price is USD 12,5 M cash 1
(i) ( Payment On delivery of the Vessel, but not later than (i) (ii) the Inspection The Buyers have the option to inspect the vessel. 2
*4 (a) and 4(b) are alternatives; delete whichever is not applicable. In
the absence of deletions, alternative 4 (a) to apply. Time and place of delivery and notices (a) The Vessel shall be delivered and taken over safely afloat at a safe Notice of Readiness shall not be tendered before:
11th march 2022 in Sellers option Cancelling Date (see Clauses 5(c), 6(a)(i), 6 (a) (iii) and
14): 31st may 2022 in Buyers option (b) The Sellers shall keep the Buyers well informed of
the Vessels itinerary and shall provide the Buyers with When the Vessel is at the place of delivery
and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery. (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 proposing 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 (Sellers Default) within three (3) Banking 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
one (1) If this Agreement is maintained with the new Cancelling Date all other terms
and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect. (e) Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest
earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void. Drydocking/Divers Inspection (a)* The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver
approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessels intended date of readiness for delivery as notified by the Sellers pursuant to Clause
5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by
the Sellers and paid for by the Buyer. The Buyers representative(s) shall have the right to be present at the divers inspection as observer only without interfering with the work or decisions of the Classification Society surveyor. 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 place of delivery are unsuitable for such inspection, the Sellers shall at their cost and
expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may
not tender Notice of Readiness prior to completion of the underwater inspection. 3
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 Vessels class, then (1) 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 Vessels underwater parts below the deepest load line the extent of the inspection being in accordance with the Classification Societys rules (2) such defects shall be made good by the
Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Societys attendance Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be
rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs
to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost (always excluding gas free and gassing up cost) of the repairs shall
be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the imposition of the
condition/recommendation, unless the Parties agree otherwise Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct
repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established. If the Vessel is to be drydocked pursuant to Clause 6(a)(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(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the
Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of twenty five (25)
*6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 a) to apply. **Notes or memoranda, if any, in the surveyors report which are accepted by the Classification Society without
condition/recommendation are not to be taken into account Spares, bunkers and other items The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board, and on shore and on order All spare
parts Library and forms exclusively for use in the Sellers vessel(s) and captains, officers and crews personal belongings
including the slop chest are excluded from the sale without compensation, as well as the following additional items: (include list) Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: (include
list) payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price. inspection in this Clause 7, shall mean the Buyers inspection according to Clause 4(a) or 4(b) (Inspection), if applicable.
If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date. (a) and (b) are
alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply. 5
Documentation The place of closing: to be mutually agreed In exchange of payment and delivery of the Vessel, the Buyers and the Sellers are to provide each other with their respective delivery
documentation. Buyers and Sellers shall mutually advise their requirements and the same to be incorporated as an Addendum to this Agreement. Signing of such Addendum shall by no means delay signature of this Agreement by both parties. 6
(c) If any of the documents listed in (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in
(e) Concurrent with
the exchange of documents in (f) Other technical documentation which may be in the Sellers possession shall
promptly after delivery be forwarded to the Buyers at their expense, if they so request The Sellers may keep the Vessels log books but the Buyers to have the right to take copies of same. (g) The Parties 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. Encumbrances The Sellers warrant that the Vessel, at the time of delivery, is free from, encumbrances mortgages and maritime liens or any other debts
whatsoever, and is not subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which have been incurred prior to the time of delivery.
Taxes, fees and expenses Any taxes, fees and expenses in connection with the purchase and registration in the Buyers Nominated Flag State shall be for the
Buyers account, whereas similar charges in connection with the closing of the Sellers register shall be for the Sellers account. 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, otherwise in the same condition as she was at the time of inspection, fair wear and tear excepted. However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without condition/recommendation*,
Inspection in this Clause 11,
shall mean the Buyers inspection according to Clause 4(a) or 4(b) (Inspections), if applicable If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date. 7
*Notes and memoranda, if any, in the surveyors report which are accepted by the
Classification Society without condition/recommendation are not to be taken into account. Name/markings Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings. Buyers default Should the Purchase Price not be paid in accordance with Clause 3(Payment), the Sellers have the right to cancel this Agreement, in which case
the Deposit together with interest earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with
interest. Sellers default Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by
the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made
physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement the Deposit together with interest earned, if any, shall be
released to them immediately. Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly
complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their proven loss and for all proven expenses together with interest if their failure is due to prove negligence and whether or not the Buyers cancel
this Agreement. Buyers representatives After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two
(2) representatives on board the Vessel at their sole risk and Expense for a maximum of ten (10) These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in
any respect with the operation of the Vessel. The Buyers and the Buyers representatives shall sign the Sellers P&l Clubs standard letter of indemnity prior to their embarkation. Law and Arbitration (a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection
with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to
the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA)
Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to
refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating
that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and
give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and
shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement. 8
In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the
arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. *16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16(a) shall apply.
Notices All notices to be provided under this Agreement shall be in writing via broking channels. Contact details for recipients of notices are as follows: For the Buyers: For the Sellers:
Entire Agreement The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of
the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto. Each of the Parties
acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this
Agreement. Any terms implied into this Agreement by any applicable statue or law are hereby excluded to the extent that such exclusion can
legally be made. Nothing in this Clause shall limit or exclude any liability for fraud. Buyers have the option to buy the owning co of the vessel to preserve oil major acceptances, to be
advised latest 10 days prior to the expected delivery of the vessel Its sellers option to give a 10
pct credit on price to buyers payable up to 60 days after delivery
9
MEMORANDUM OF AGREEMENT
1.
2.
Deposit As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of % (per cent) or, if left blank, 10% (ten
per cent), of the Purchase Price (the Deposit) in an interest bearing in sellers nominated bank account within three (3) three (3) five (5) Banking Days after the date
that:
this Agreement has been signed by the Parties and exchanged in original or by
e-mail or telefax; and ii) the Deposit Holder has confirmed in writing to the Parties that the account has been
opened. The Deposit shall be released in accordance with joint written instructions of the Parties. Interest, if any,
shall be credited to the Buyers Sellers. Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the
account without delay.
3.
three (3) one (1) Banking Days after the date that
Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices): the Deposit shall be
released to the Sellers; and balance of the full Purchase Price and all other sums
payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank charges to the Sellers Account.
4.
(a)* The Buyers have inspected and accepted the Vessels classification records. The Buyers have also inspected the Vessel
at/in (state place) on (state date) 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. The Buyers shall have the option to carry out superficial inspection of the Vessel, without opening up and without interference
to Vessel schedule and to normal operation, prior to delivery of the Vessel. Should the Buyers choose to exercise such option then the Buyers shall arrange, at their own risk and expense, an inspection in the presence of a Class surveyor (the Class
surveyor is only to act as a arbitrator in the event of a dispute between Buyers and Sellers). If any
damage is found to the Vessel which affects her class but does not require immediate repair and the Classification Society approves the Vessel to continue trading with these recommendations, the Sellers shall compensate to the Buyers all expenses to
repair such damage to get class approval by deducting from the total amount to be paid by the Buyers to the Sellers in lieu of the Sellers repairing such damage base on an amount quoted by a first class repairer mutually agreed between the Sellers
and the Buyers (such costs to exclude gassing up and gas freeing) and the Buyers are to take delivery of the Vessel as she is with such recommendations. If the Classification surveyor requires such damage to be repaired, then the Sellers shall
repair such damage at their expense to the satisfaction of the Classification surveyor prior to delivery. In such event the Sellers are to pay also for the cost of the Inspector and Classification Societys attendance. (b)* The Buyers shall have the right to inspect the Vessels classification records and declare whether same are accepted
or not within (state date/period). The Sellers shall make the Vessel available for inspection at/in (state
place/range) within (state date/period). 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 Vessels
deck and engine log books shall be made available for examination by the Buyers. The sale shall become outright and
definite, subject only to the terms and conditions of this Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy two (72) hours after completion of such inspection or after the
date/last day of the period stated in [Line 59], whichever is earlier. Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessels classification records
and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.
5.
and accessible berth or anchorage
at/in WW in the Sellers option. twenty (20), fifteen (15), ten (10), seven (7), five (5) and three (3) days
approximate notice and two (2), one (1) days notice of the expected time date the
Sellers intend to tender Notice of Readiness and of the intended place of delivery. three (3) Banking Days of receipt of the Sellers notification or if the Buyers accept the new date, the date proposed in the Sellers notification shall be deemed to be the new Cancelling Date and shall be
substituted for the Cancelling Date stipulated in line 79. (d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim
for damages the Buyers may have under Clause 14(Sellers Default) for the Vessel not being ready by the original Cancelling Date.
6.
(i)
(ii)
(iii)
fourteen (14) days. (b) *The Seller shall place the Vessel in drydock at-the port of delivery for inspection by the Classification
Society of the Vessels underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Societys 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 Vessels class, such defects shall be made good at the Sellers cost and expense to the satisfaction of the Classification Society without condition/recommendation*. In such
event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Societys fees. The Sellers shall also pay for these costs
and expenses if parts of the tailshaft system are condemned or found defective or broken so as to affect the Vessels class. In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and fees (c) If the Vessel is drydocked pursuant to Clause 6 (a) (ii) 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 begin in accordance with the Classification Societys rules for tailshaft survey and consistent with the current stage of the Vessels 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 Vessels 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 costs and expenses relating to the survey of the tailshaft system shall be born by the Buyers
unless the Classification Society requires such survey to be carried out or if parts of the system are condemned or found defective or broken so as to effect the Vessels class, in which case the Sellers shall pay these costs and
expenses.
(iii) The Buyers representative(s) shall have the right to be present in the drydock, as observers only
without interfering with the work or decisions of the Classification Society surveyor.
(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their
risk, cost and expense without interfering with the Sellers or the Classification Society surveyors work, if any, and without affecting the Vessels timely delivery. If, however, the Buyers work in drydock is still in progress
when the Seller have completed the work which the Seller are required to do, the additional docking time needed to complete the Buyers work shall be for the Buyers risk, cost and expense. In the event that the Buyers workrequired
such additional time, the Sellers may upon completion of the Sellers work tender Notice of Readiness for delivery whilst the Vassel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to
take delivery in accordance with Clause 3 (payment), whether the Vessal is in drydock or not.
7.
as per class requirement and spare equipment including spare tail-end shaft(s) and/or pare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of
inspection used or unused, whether on board or not shall become the Buyers property, but-spares on order-are 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 Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be
replaced by the Seller prior to delivery at their cost and expense. The Buyers shall take over remaining bunkers and
unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay for either; (a) *the actual net price (excluding barging expenses) as evidenced by invoices or vochers; or (b) *the current net market price-(excluding-barging-expenses)-at-the port and date of-detivery of the Vessel or, if unavailable at the-nearest bunkering port. for the quantities taken over,
8.
(a) In exchange for-payment of the Purchase Price the Sellers shall provide the-Buyers with the following delivery documents:
(i) Legal Bill(s) of Sale in a form recordable in the Buyers Nominated Flag State, transferring title
of the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers Nominated Flag State;
(ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to
authorise the execution, delivery and performance of this Agreement;
(iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers
in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate);
(iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date
of delivery evidencing the Sellers ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with
the original to be sent to the Buyers as soon as possible after delivery of the Vessel.
(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance
Certificate issued within three (3) Banking days prior to delivery confirming that the Vessel is in Class free of condition/recommendation.
(vi) Certificate of Deletion of the Vessel from the Vessels registry or other official evidence of
deletion appropriate to the Vessels 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
Vessels registry forthwith and provide a certificate or other official evidence of deletion to the buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered.
(vii) A copy of the Vessels Continuous Synopsis Record certifying the date on which the Vessel ceased
to be registered with the Vessels registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it
being issued together with evidence of submission by the Seller of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessels registry.
(viii) Commercial invoice for the Vessel;
(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases:
(x) A copy of the Sellers letter to their satellite communication provider cancelling the
Vessels communication contract which is to be sent immediately after delivery of the Vessel:
(xi) Any such additional documents as may reasonably be required by the competent authorities of the
Buyers Nominated Flag State 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, and
(xii) The Sellers letter of confirmation that to the best of their Knowledge, the Vessel is not black listed
by any nation on international organisation. (b) At the time of delivery the Buyers shall provide the
Sellers with:
(i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to
authorise the execution, delivery and performance of this Agreement; and
(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers
in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate). Sub-clauses (a) and (b)
the Addendum as above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of
the translated language. Sub-clause (a) and Sub clause (b) the Addendum as above for review and comment by the other party not later than (state number of days), or if left blank, nine (9) days prior to the Vessels
intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. Sub-clauses (a) and (b) the Addendum as above, the Sellers shall also hand to the Buyers the classification certificate(s) as well
as all plans, drawings and manuals, (excluding ISM/ISPS manuals), 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.
9.
10.
11.
free of average damage affecting the Vessels class, and with her classification certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection valid without condition/recommendation*
by the classification Society or the relevant authorities at the time of-delivery.
12.
13.
14.
15.
14 days and will pay USD 25 each for every day onboard.
16.
(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the
substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the
parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgment may be entered on an award by any court of competent jurisdiction. The
proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. In cases where
neither the claim nor any counterclaim exceeds the sum of US$ 100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. (c)* This Agreement shall be governed by and construed in accordance with the laws of (state place) and any dispute arising out
of or in connection with this Agreement shall be referred to arbitration at (state place), subject to the procedures applicable there.
17.
18.
19.
For and on behalf of the Sellers
For and on behalf of the Buyers
Name:
Maria-Rafaila velentza
Name:
Lonstantinas Spathoulas
Title:
Sole Director/President/Secretary/ Treasures
Title:
Sole Director/President/Secretary/ Treasures